2.2 Expenses. Training Provider is not responsible for any expenses incurred by Applicant with respect to the Program, including but not limited to any expenses for books or other necessary training materials or equipment in connection with the Services.
2.3 Payment By Check or Credit Card Only. Training Provider will provide for payment by Student via Check or credit card only.
SECTION 3 REPRESENTATIONS AND WARRANTIES OF APPLICANT
Applicant represents and warrants to Training Provider as follows:
3.1 Age and Capacity. Applicant is an individual at least 21 years of age. Applicant has the capacity, power, and authority to sign and deliver this Agreement and to perform all of Applicant’s obligations under this Agreement. This Agreement is the legal, valid, and binding obligation of Applicant, enforceable against Applicant in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general application or by general principles of equity.
3.2 Accuracy of Applicant Information. All of the information that Applicant has provided to Training Provider before the signing and delivery of this Agreement, including but not limited to all of the information that Applicant provided to Training Provider in the Program Application, or Criminal Background Check Release (collectively, “Original Applicant Information”), was and is accurate in all respects, subject only to any corrections or changes that Applicant provided to Training Provider before the signing and delivery of this Agreement.
3.3 Acknowledgements. Applicant understands, acknowledges, and agrees that: (a) producing, manufacturing, processing, possessing, distributing, selling, and using psilocybin is a crime under the Federal Controlled Substances Act of 1970 (the “Federal CSA”); (b) the provision of facilitation or other services to an individual who buys, possesses, and uses psilocybin may, itself, be a crime under the Federal CSA, regardless of whether such services were provided before, during, or after the individual buys, possesses, or uses psilocybin; (c) Training Provider is not requiring or encouraging Applicant to violate the Federal CSA or any other applicable law; (d) although some of Training Provider’s agents or representatives may be licensed mental health professionals, none of Training Provider’s agents or
representatives are acting in their capacity as licensed mental health professionals in connection with the Services and will not be liable to Applicant as such; and (e) Training Provider is not responsible for providing any insurance to Applicant in connection with the Services and Applicant is solely responsible for purchasing Applicant’s own insurance.
SECTION 4 OBLIGATIONS OF APPLICANT
4.1 Rules and Regulations. Applicants will comply with the Rules and Regulations. 4.2 Applicant Information. If Training Provider requests Applicant to verify the continued accuracy of any Original Applicant Information, or if Training Provider requests Applicant to provide any new or additional information concerning Applicant (“New Applicant Information”), Applicant will promptly provide accurate responses to Training Provider. If circumstances change so that any Original Applicant Information or New Applicant Information is no longer accurate, Applicant will not later than one business day following any such change in circumstances, notify the Training Provider of such change in circumstances and describe to the Training Provider in reasonable detail the information that is no longer accurate. 4.3 Computer Equipment and Software. Applicant must have a working computer and stable internet connection that supports connection to the portals and other software platforms, including but not limited to Zoom. 4.4 Indemnification. Applicant will defend and indemnify Training Provider for, from, and against any and all claims, actions, proceedings, damages, liabilities, and expenses of every kind, whether known or unknown, including but not limited to reasonable attorney’s fees, resulting from or arising out of any breach by Applicant of any term, provision, representation, warranty, or covenant set forth in this Agreement.
SECTION 5 PRIVACY POLICY
Any and all Original Applicant Information and New Applicant Information that Applicant has provided to, or will provide to, Training Provider will be subject to Training Provider’s Privacy Policy set forth on the attached Exhibit C.
SECTION 6 INTELLECTUAL PROPERTY
1 Ownership of Intellectual Property. Applicant understands, acknowledges, and agrees that as between Training Provider and Applicant, Training Provider is the sole and exclusive owner of: (a) all of the materials and information provided to Applicant by Training Provider in connection with A Emerald Valley Institute Facilitator Training Program (the “A Emerald Valley Institute LLC
Materials”); and (b) all copyrights,trademark rights, and other intellectual property and proprietary rights in A Emerald Valley Institute LLC(“Training Providers Intellectual Property Rights”). Nothing in this Agreement, A Emerald Valley Institute PsilocybinFacilitator Training Program, or A Emerald Valley Institute LLC is intended to transfer to Applicant any ownership rights in or to A Emerald Valley Institute LLC Materials or Training Provider’s Intellectual Property Rights.Applicant will not acquire any interest or ownership rights in or to the Emerald Valley Institute LLC Materials or Training Provider’s IntellectualProperty Rights as a result of Applicant participating in the Emerald Valley Institute Psilocybin Facilitator TrainingProgram. Applicant may not reproduce or disseminate to any person, or in any other way publish any Emerald Valley Institute LLC Materials, whether written or oral, and regardless of the medium on which such materials exist, without the prior written consent of Training Provider, which consent Training Provider May withhold in its sole discretion.
6.2 License Grant. Subject to the terms and conditions of this Agreement, Training Provider grantsApplicant a limited, non-exclusive, non-transferable, non-sublicensable license to use A Emerald Valley InstitutesPsilocybin Facilitator Training Program Materials during the Term in connection with A Emerald Valley Institutes Psilocybin Facilitator Training Program and for no other purpose whatsoever. After the Term of thisAgreement, Applicant may copy, download, modify, or use A Emerald Valley Institutes Psilocybin Facilitator TrainingProgram Materials for the sole purpose of referencing the Emerald Valley Institutes LLC Materials;provided, however, that Applicant may not use the Emerald Valley Institutes LLC Materials for any other purpose,including but not limited to displaying any part of the Emerald Valley Institutes LLC Materials on any website or in any other broadcast or publications media that is distributed, made available to the public or otherwise published, or disseminating the Emerald Valley Institutes LLC Materials to third parties.
6.3 Termination. Except as otherwise provided in Section 6.2, upon termination of this Agreement,Applicant will immediately cease all use of the Portals andA Emerald Valley Institute LLC Materials.SECTION 7 LIMITED WARRANTY; DISCLAIMERS; LIMITATION OF LIABILITY;ASSUMPTION OF RISK
7.1 Limited Warranty. Training Provider warrants to Applicant that the Services will be performed by qualified personnel in a professional manner.
7.2 General Disclaimer of Warranties. Except for the express limited warranty in Section 7.1,Training Provider expressly disclaims all warranties with respect to the Services, express and implied,including but not limited to any warranties that may have arisen or may arise from course of performance, course of dealing, or usage of trade.
7.3 Specific Exclusions of Warranties Regarding the Emerald Valley Institutes Psilocybin Facilitator Training Program.Training Provider makes no warranty to Applicant: (a) that Applicant’s participation in the Emerald Valley Institutes Psilocybin Facilitator Training Program will result in Applicant successfully completing the Emerald Valley Institutes Psilocybin 8
Facilitator Training Program; (b) that Applicant’s completion of the Emerald Valley Institutes PsilocybinFacilitator Training Program will result in Applicant learning any skills that can be utilized by Applicant ina lawful manner; (c) that Applicant’s successful completion of the Emerald Valley Institutes Psilocybin FacilitatorTraining Program will result in Applicant being qualified to be a licensed psilocybin service facilitator under the Oregon Psilocybin Services Act or pass the required OHA facilitator examination; or (d) that A Emerald Valley Institutes LLC Materials are correct and complete
7.4 LIMITATION OF LIABILITY. TRAINING PROVIDER’S AGGREGATE MONETARY LIABILITY TO APPLICANT UNDER THIS AGREEMENT FOR ANY REASON AND FOR ANY AND ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNT THAT APPLICANT HAS ACTUALLY PAID TO TRAINING PROVIDER UNDER THIS AGREEMENT.
NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, TRAINING PROVIDER WILL NOT BE LIABLE TO APPLICANT UNDER ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF TRAINING PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TRAINING PROVIDERS PRICE FOR THE SERVICES AND TRAINING PROVIDER’S OBLIGATIONS UNDER THIS AGREEMENT ARE CONSIDERATION FOR LIMITING TRAINING PROVIDER’S LIABILITY TO APPLICANT.
7.5 Assumption of Risk. Applicant understands and acknowledges that the Services involve a potentially dangerous activity, including the risk of illness, personal injury, psychological injury, pain,suffering, and disability, or death. Applicant understands that while Training Provider has implemented measures to reduce the risk of injury from the Services, Training Provider cannot
guarantee thatApplicant will not be injured during participation in the Services. Applicant agrees that Applicant will carefully follow instructions given by Training Provider or its agents to reduce or mitigate such risks.Notwithstanding these risks, Applicant understands and acknowledges Applicant is voluntarily participating in all activities related to the Services with knowledge of the dangers involved. Applicanthereby agrees to accept and assume all risk of illness, personal injury, psychological injury, pain,suffering, and disability therefrom, whether caused by the ordinary or gross negligence of TrainingProvider or otherwise
SECTION 8 FORCE MAJEURE EVENTS
No party will be responsible for failure to perform the party’s obligations under this Agreement due to contingencies beyond the party’s reasonable control, defined as a “Force Majeure Event,” including but not limited to the COVID-19pandemic, other pandemics, earthquakes, floods, tornadoes, and other acts of Nature, fires, wars, riots,revolutions, acts of civil or military authorities, acts of terrorism, sabotage, or nuclear incidents provided however, that nothing in this Section 8 will restrict either party’s right to terminate this Agreement under Section 9. If any obligation of a party will be delayed by a ForceMajeure Event, the party will promptly notify the other party.
SECTION 9 TERMINATION
9.1 Termination by Training Provider. Training Provider may terminate this Agreement upon written notice to Applicant if: (a) Applicant fails to make any payment required by this agreement when due, and such failure continues for 15 days after Training Provider notifies Applicant of the failure to make the payment when due; (b) Applicant breaches this Agreement (other than by failing to pay any amountsdue under this Agreement when due) and fails to cure such breach within 10 days after Training Providernotifies Applicant of the breach; (c) Applicant breaches this Agreement after Applicant has received twoor more prior notices relating to prior material breaches of this Agreement; (d) Applicant engages in dishonest, illegal conduct, gross misconduct, or abusive, defamatory, or derogatory acts or speech based on race, sex, sexual orientation, gender identity, age, religious or political beliefs,disabilities, ethnicity, or nationality in connection with the Emerald Valley Institutes Psilocybin Facilitator TrainingProgram; (e) Applicant provides any material relating to the Original Applicant Information or New Applicant Information that is found to have been untrue or becomes untrue in any material respect; (f) a Force Majeure Event occurs and delays a material obligation of either party for more than 30 days; or (g) if student violates the school’s student conduct policy
9.2 Termination or Withdrawal by Applicant. Applicant may terminate this Agreement upon written notice to Training Provider: (a) if Training Provider materially breaches this Agreement and fails to cure such breach within 30 days after Applicant notifies Training Provider of the breach; (b)if a Force Majeure Event occurs and delays a material obligation of either party for more than 30 days; or(c) upon notice to the Training Provider, at any time for any reason that qualifies under OAR 715-045-0036 through 715-045-0038.If Applicant terminates the Training Service Agreement under one of the qualifying reasons the provider will refund to Applicant the amount that is refundable that the applicant has actually paid to U.S.Training Provider under this Agreement refund terms are outlined as follows