Accelerator Membership

 

  1. The Restart Accelerator is a (3) month program, we charge you one time a month for three months based on the option you chose. If you’d like to continue longer than 3 months you can. If you choose to discontinue your membership, notify us 5 days prior to the billing date. There are no refunds.

 

Authorized User Terms of Use

(for all authorized users of the Saas Platform)

 

  1. Agreement: These terms of use (“Terms of Use”) establish an agreement between an authorized user (“Authorized User”) as named in the signature block herein and Entrepreneur Ready Inc. (“Licensor”) having its principal place of business at 1951 NW 7th Ave #600, Miami, FL 33136, sets out the terms of understanding with respect to access and use by the Authorized User of the software as a service platform (“SaaS Platform”) hosted and published by the Licensor. These Terms of Use will be read in conjunction with the Privacy Policy Statement published by the Licensor at http://howtostartsomething.com (“Privacy Policy”), which describes the ways the Licensor collects information from and about the Authorized User, and the manner in which the said information is used; the terms of the Privacy Policy shall be deemed to be incorporated in to these Terms of Use and except as otherwise expressly set out in the Privacy Policy, the provisions set out in these Terms of Use will govern. The term “Party” shall mean either the Licensor or the Authorized User and the term “Parties” shall mean both of them.

 

  1. Individual Use and Term: The Authorized User agrees and acknowledges that the license granted herein is a single “Seat” license. The term “Seat” as used herein means a personally linked computer install and activation codes such that a Seat is unique to a single individual Authorized User and once activated may not be transferred to another individual.  The Authorized User may access the SaaS Platform only during the “Term” as set forth in the Authorized User Order” that references this Terms of Use.
  2. Permitted Use:

 

  • The Authorized User is hereby granted a limited, non-transferable, non-exclusive right to access the SaaS Platform solely for Authorized User’s own internal use solely to perform those functions as described in the documentation that is available with the SaaS Platform.
  • The Authorized User agrees and acknowledges that the Licensor shall have the ability to monitor and track, the utilization of the “Seat” license. The Authorized User agrees and acknowledges that Licensor shall have the right to suspend and/or terminate the access of the Authorized User to the SaaS Platform, if it reasonably determines that the Authorized User is in breach of any of the terms hereof, including by subverting the number or manner of use of the “Seat” license or transferring the “Seat” license to a separate individual.
  • The Authorized User agrees and acknowledges that the Licensor is not responsible for any failure of the telecommunications network or other communications links utilized to gain access to and use the SaaS Platform by the Authorized User. The Licensor is in no manner responsible to the Authorized User for any damages, expenses or loss suffered by it due to the failure of the telecommunications network or other communications links utilized to gain access to and use the SaaS Platform. The Authorized User has independently evaluated the SaaS Platform and its suitability for Authorized User’s needs.
  • The Authorized User shall not commit any Abuse of the SaaS Platform. The term “Abuse” as used in this Section 3(d) means the Authorized User’s access and use of the SaaS Platform in a manner that (i) permits use of the SaaS Platform by 3rd party entities in a manner that subverts their need to purchase an independent license; (ii) allows the Seat license to be used by an individual other than the Authorized User; (iii) initiates or attempts to introduce any virus or malicious code in to the SaaS Platform, (iv) tampers or attempts to tamper with security features of the SaaS Platform or any component thereof.

 

  1. Confidentiality:

 

  • (a) Definition. “Confidential Information” includes all technical, product, business, financial, and other information regarding the business and software programs of Licensor, its customers, employees, investors, contractors, vendors and suppliers, including but not limited to programming techniques and methods, research and development, computer programs, documentation, marketing plans, customer identity, and business methods. Without limiting the generality of the foregoing, Confidential Information shall include all information and materials disclosed orally or in any other form, regarding software products or software product development, including, but not limited to, the teaching techniques, data organization, data classification techniques, user interface, applications programming interfaces, data modelling and management techniques, data structures, and other information of or relating to a Licensor’s software products or derived from testing or other use thereof. Confidential Information includes information generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information.
  • (b) Confidentiality of SaaS Platform. This SaaS Platform is not made to the general public. The SaaS Platform is confidential and he is deemed Licensor Confidential Information with or without marking or further written confirmation: (i) the SaaS Platform and other related materials furnished by Licensor; (ii) the oral and visual information relating to the SaaS Platform and provided in Licensor’s training classes and related materials; and (iii) Licensor’s teaching methods.
  • (c) Ownership of Confidential Information. Nothing in these Terms of Use shall be construed to convey any title or ownership rights to the SaaS Platform or other Confidential Information of Licensor or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest in Licensor’s Confidential Information to the Authorized User. Authorized User shall not, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in these Terms of Use.  Suggestions, solutions, improvements, corrections and other contributions by Authorized User regarding the SaaS Platform features (“User Contributions”) shall be owned by Licensor. The Authorized User hereby irrevocably assigns and transfers to the Licensor, all worldwide rights, interests and title in and to the User Contributions, together with all rights of action accrued, accruing and to accrue under and by virtue hereof, including the rights to sue.
  • (d) Non-Disclosure. The Authorized User agrees at all times to use all reasonable efforts but in any case no less than the efforts that the Authorized User uses in the protection of its own Confidential Information of like value to protect Confidential Information belonging to the Authorized User. Notwithstanding anything contained hereunder and subject to the confidentiality obligations set forth under this Section 4, all references to the Licensor or its employees under this Section 4 shall be deemed to include such employees of Affiliates and subcontractors.
  • (e) Injunctive Relief. Each Party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such Party shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other Party does not fulfill its obligations under this Section 4. There will be no obligation for Licensor to post a bond in order to obtain any such injunctive relief.
  • (f) Return of Confidential Information. Authorized User shall, within thirty (30) days of the expiry of the Authorized User Order, return to the Licensor or destroy all copies of Confidential Information and shall certify in writing (signed by an authorized signatory) the delivery or destruction of all such Confidential Information and copies thereof.
  • (g) Licensor reserves all rights not expressly granted in this Terms of Use. Authorized User agrees that, except as expressly permitted in this Terms of Use, Authorized User will not (a), distribute, sell, sublicense, or otherwise make available all or a portion of the Confidential Information or Saas Platform; or (b) copy, alter, modify, translate, reverse engineer (including, but not limited to attempts to determine methods or algorithms used to generate outputs from the Saas Platform), decompile, disassemble, and/or create derivative works from the Saas Platform or in any other way use all or any portion of the SaaS Platform except as expressly permitted herein.

 

  1. Limited Warranties

 

  • Licensor represents and warrants (i) that it has full right and authority to enter into and perform the obligations under these Terms of Use, (ii) that the training services will be performed in a good and workmanlike manner.
  • The Authorized User represents and warrants that it has full right and authority to enter into and perform this Terms of Use and its full and proper performance by the Authorized User does not conflict with any other obligation of the Authorized User.
  • EXCEPT AS OTHERWISE SPECIFIED IN THIS SECTION 5, NO OTHER WARRANTY OR CONDITION, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OR CONDITIONS RELATED TO FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, IS GRANTED TO LICENSOR OR AUTHORIZED USER, AND ALL SUCH WARRANTIES AND CONDITIONS ARE EXPRESSLY EXCLUDED.
  • Third-Party Software may carry a limited warranty from the third-party publisher or manufacturer of such Third-Party Software. Licensor is not responsible for the fulfillment of any Third-Party Software warranty or problems attributable to Third-Party Software. ALL THIRD-PARTY SOFTWARE IS PROVIDED BY LICENSOR ON AN “AS IS” BASIS. “Third-party Software” means such software codes, programs or platforms that are incorporated in to or work in conjunction with the SaaS Platform that is not proprietary to or is licensed by the Licensor.

 

 

  1. Limitation of Liability

 

  • Disclaimer of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT THE LICENSOR  OR AUTHORIZED USER SHALL BE LIABLE FOR  LOSS OF DATA, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE,  OR PROFITS, OR BUSINESS INTERRUPTION) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING ATTORNEYS FEES AND COSTS, NEGLIGENCE OR OTHERWISE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR CLARITY, LICENSOR’S LICENSORS ARE INTENDED BENEFICIARIES OF THIS LIMITATION BUT LICENSOR DOES NOT ASSUME LIABILITY UNDER THESE TERMS OF USE FOR LICENSOR’S LICENSORS.
  • Monetary Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 6(c), IN NO EVENT WILL THE LICENSOR’S OR AUTHORISED USER’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS TERMS OF USE OR IN RELATION TO THE PRIVACY POLICY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ATTORNEY FEES OR OTHERWISE EXCEED US DOLLARS TWO HUNDRED ($ 200). THE EXISTENCE OF MORE THAN ONE (1) CLAIM WILL NOT INCREASE OR OTHERWISE ALTER THESE LIMITATIONS OF LIABILITY.
  • THE LIMITATIONS IN SECTIONS 6(a) AND 6(b) APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE. THE LIMITATIONS SHALL NOT APPLY TO AUTHORIZED USER’S VIOLATION OF LICENSOR’S INTELLECTUAL PROPERTY RIGHTS, AUTHORIZED USER’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS PURSUANT TO SECTION 4.

 

  1. Compliance with Laws

 

  1. Authorized User will comply with all applicable international, national, state, regional and local laws and regulations including, without limitation, the United States Foreign Corrupt Practices Act, in performing its duties hereunder and in any of its dealings with respect to the SaaS Platform.
  2. Export Compliance, Licenses. Access to the SaaS Platform may not be licensed:
    1. into, or to a national resident of Iraq, Iran, North Korea, Libya, Sudan, Syria, Taliban, and areas of Afghanistan controlled by the Taliban, or any country to which the U.S. has embargoed goods, or
    2. to individuals, groups, and entities on the U.S. Treasury Department’s list of Specially Designated Nationals; or individuals and entities on the U.S. Commerce Department’s Table of Denial Orders.

The Authorized User shall obtain all necessary licenses and authorizations from governments within the Territory or other relevant bodies to enable the Authorized User to fulfil its obligations under this Terms of Use which shall include, but not be limited to, customs clearances, registration of the Terms of Use if appropriate, exchange control clearances, trading permits and registration for value added tax or any equivalent or similar tax or, duty.

 

  1. Dispute Resolution

 

  • Negotiation. Where there is a dispute, controversy or claim arising under, out of or relating to these Terms of Use, the aggrieved party shall notify the other party in writing of the nature of such dispute with as much detail as possible about the deficient performance of the other party. A representative from senior management of the Licensor shall meet in person or communicate by telephone with the Authorized User within five (5) business days of the date of the written notification in order to reach an agreement about the nature of the deficiency and the corrective action to be taken by the respective parties.
  • Mediation. Any dispute, controversy or claim arising under, out of or relating to these Terms of Use and any subsequent amendments of these Terms of Use and the Privacy Policy, including their formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted to mediation in accordance with the then-current WIPO Mediation Rules. The language to be used in the mediation shall be English. Section 8(b) shall not be construed to limit either Party’s right to provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any mediation.
  • Arbitration. To the extent that, any such dispute, controversy or claim has not been settled pursuant to the mediation within sixty (60) days of the commencement of the mediation, it shall, upon the filing of a request for arbitration by either Party, be referred to and finally determined by arbitration in accordance with the then-current WIPO Arbitration Rules. Alternatively, if, before the expiration of the said period of sixty (60) days, either Party fails to participate or to continue to participate in the mediation, the dispute, controversy or claim shall, upon the filing of a request for arbitration by the other party, be referred to and finally determined by arbitration in accordance with the WIPO Arbitration Rules. The language to be used in the arbitral proceedings shall be English. This Section 8(c) shall not be construed to limit either Party’s right to provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any arbitration, and the exercise of any such remedy does not waive either Party’s right to arbitration. The Parties agree that arbitration will be conducted in accordance with the procedural law of the United States Federal Arbitration Act.
  • Choice of Law/Venue. These Terms of Use, the Privacy Policy and any dispute, controversy or claim arising under, out of or relating to these Terms of Use, any subsequent amendments of the Terms of Use and the Privacy Policy, including their formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, will be construed in accordance with and governed by the laws of the State of Florida will govern the interpretation of this Terms of Use. Mediation and/or arbitration will be held in Miami, Florida, USA.

 

For clarity, these Terms of Use is not governed by the 1980 United Nations Convention on Contracts for the International Sales of Goods or the Uniform Computer Information Transactions Act, as adopted in any jurisdiction.

 

  • MISCELLANEOUS
    • Force Majeure. Neither Party shall be under any liability to the other Party for any delay or failure to perform any obligations under this Terms of Use to the extent the same is caused, whether directly or indirectly, by circumstances beyond its reasonable control, provided the affected Party provides the other Party with written notice of the force majeure event within a reasonable time of its occurrence.
    • Assignment. This Terms of Use may not be assigned by Authorized User, whether by operation of law or otherwise, to any person, firm or entity, and Authorized User may not delegate its duties hereunder, without the express written consent of Licensor.
    • Non-Waiver. No failure or delay by either Party in enforcing or exercising any provision of this Terms of Use against the other shall prejudice or restrict the rights of that Party nor shall any waiver of its rights operate as a waiver of any subsequent breach.
    • Notices. Any notice required or permitted under this Terms of Use shall be in writing (which for these purposes includes e-mail) and signed by or on behalf of the sender (or in the case of e-mail, bears the name of the sender) and sent or delivered to the recipient to the address set out in this Terms of Use heading above, the signature block or to such other address which the Parties may have specified in writing from time to time. The sender may: deliver the notice, or arrange for its delivery, by hand and retain satisfactory proof of delivery; send the notice by fax and retain a successful fax transmission report recording the correct number of pages; send the notice by recorded delivery or registered post and retain a receipt of delivery or sending; send the notice by registered airmail if it is to be served by post outside the country from which it is sent and retain a receipt of sending; or send the notice by e-mail and retain an e-mail confirming receipt. Any notice shall be deemed to have been served: if delivered by hand, at the time and date of delivery; if sent by fax, at the time and date of the successful fax transmission report; if sent by recorded delivery or registered post, forty-eight (48) hours from the date of the posting (such date as evidenced by postal receipt); if sent by registered airmail, five days from the date of posting; or if sent by e-mail, when the sender receives a reply e-mail confirming delivery.
    • Entire Agreement. This Terms of Use constitutes the entire agreement between the Parties relating to the subject matter and supersedes all prior written or oral representations, proposals, communications or agreements. Any and all claims against Licensor (including its predecessors in interest) by Authorized User arising under prior agreements (whether oral or in writing) with respect to the SaaS Platform are hereby waived and released by Authorized User by acceptance of this Terms of Use.
    • Amendments. No modification to this Terms of Use will be effective unless in writing and signed by authorized signatories of both Parties. Any terms and conditions set forth in any Order or other correspondence shall be without effect.
    • Headings are for reference purposes only, have no substantive effect, and shall not enter into the interpretation hereof.
    • Severability. If any provision of this Terms of Use is determined as invalid, unlawful or unenforceable then the remaining provisions shall continue in full force and effect.
    • The Parties agree that the terms of this Terms of Use result from negotiations between them. Ambiguities or uncertainties in the wording of this Terms of Use will not be construed for or against any Party and any presumption or principle that any provision hereof is to be construed against any Party shall not apply.
    • No Joint Venture. Nothing in this Terms of Use creates or is intended to create an association, trust, partnership, joint venture, or entity or similar legal relationship between the Parties, or impose a trust, partnership or fiduciary duty, obligation, or liability on or with respect to either Party.
    • No Third-Party Beneficiaries. Except as expressly provided herein, nothing in this Terms of Use is intended to, or will be deemed or construed to, create any rights or remedies in any third party.
    • Counterparts. This Terms of Use may be executed in one of more counterparts, each which shall be deemed an original but all of which together will constitute one and the same instrument.