Sinbin Is A DBA of Bild Brands LLC

Bild Brands Terms & Conditions

This Event Participation and Release of Liability Agreement (this “Agreement“), dated as of the effective date on the signature page to the online agreement & online form submitted, is by and between Bild Brands LLC, an Arizona limited liability company (the “Company“) and the undersigned participant (the “Participant” and together with the Company, the “Parties“, and each a “Party“). As used in this Agreement, (i) “Company Partners” means and includes the Company, its franchisees and licensees, any and all subsidiaries and affiliated entities thereto, and each of their respective officers, employees, contractors, subcontractors, agents, representatives, successors, and assigns; and (ii) “Participant” includes the person signing below (as an individual) and all other registered parties for whom Participant is registering, and by virtue of agreeing to this Agreement, for whom Participant is waiving certain rights (the “Registered Parties“).

 

Event, Program, Or Training Participation. 

 

Participant desires and hereby agrees to participate in the Event, Coaching Program, Membership, or Training program described on website & marketing materials (the “Event“). In consideration of the Company arranging the Event, Participant shall pay to the Company the Price described on website & marketing materials. As a requirement for participating in the Event.

 

Authority to Register and/or to Act as Agent. 

 

Participant represents and warrants to the Company that Participant has full legal authority and capacity to complete the registration for the Event, including accepting the terms in this Agreement, on behalf of Participant and/or, where applicable, any Registered Parties, including full authority to make use of the credit or debit card to which fees related to the Event Registration (defined below) purchase will be charged. 

 

Fees, Pricing and Availability. 

 

Specific fees for each event, program or training is described on website & marketing materials. The Company may charge the following types of fees related to participation in any Event: (i) a registration fee to participate in the Event (the “Event Registration Fee“), (ii) an administrative, insurance, and management fee, which covers a number of different costs involved in the Events, including administrative and management costs, insurance costs and expenses for related risk management and safety measures. (This fee is not a direct pass-through of third-party costs to the Participant and may include revenues to the Company), (iii) a processing fee related to use of the registration platform or credit card processing products, and (iv) any applicable taxes ((i) through (iv) collectively, the “Total Event Fees“). The Company may change any fees included in the Total Event Fees for an Event at any time prior to a Participant’s purchase without notice. Events have a limited capacity, therefore Event Registration for popular Events may sell out quickly. Event Registration Fees may vary depending upon geographic market, availability, venue requirements and/or regulations. The Company may change such Event Registration Fees at any time without notice. Event date and time are subject to change.

 

Refunds and Transfers. 

 

Before purchasing an Event registration, Participant shall carefully review the purchase and this Agreement. The company does NOT offer refunds of Event registration fees for any circumstances. Participant agrees that Participant will not attempt to evade, avoid, or circumvent any refund prohibitions in any manner with regard to an Event registration. Without limiting the generality of the foregoing, Participant will not contact the Company to seek a refund. Participant will not dispute or otherwise seek a “chargeback” from the company whose credit card Participant used to purchase an Event Registration. Should Participant do so, Participant’s Event Registration may be canceled and the Company may, in Company’s sole discretion, refuse to honor pending and future Event Registrations or purchases made from all credit card accounts or online accounts on which such chargebacks have been made, and may prohibit all persons in whose name the credit card accounts exist and any person who accesses any associated online account or credit card or who otherwise breaches this provision from using the Company website.

 

Billing Information Verification and Order Confirmation. 

 

Event Registration, and any other purchases, are subject to credit card approval, and is processed only after a billing address, and other billing information, has been verified. Occasionally, the Company receives incorrect billing or credit card account information for a Event Registration, or any other purchase, that can delay processing and delivery. In these cases, the Company may attempt to contact you, using the information provided at the time of purchase. If the Company is unable to reach Participant after our initial attempt, the Company may cancel the order without further notice. Notwithstanding the above, if Participant does not receive a confirmation number (in the form of a confirmation page or email) after submitting payment information, or if Participant experiences an error message or service interruption after submitting payment information, it is Participant’s responsibility to confirm with the Company whether or not Participant’s order has been placed. Only Participant may be aware of any problems that may occur during the purchase process. The Company will not be responsible for losses (monetary or otherwise) if Participant assumes that an order was not placed because Participant failed to receive confirmation.

 

Recording, Transmission and Exhibition. 

 

Participant, on behalf of self, and, if applicable, the Registered Party(ies), irrevocably grant unlimited permission to the Company to use, reproduce, sell, disseminate and distribute any and all photographs, images, videotapes, motion pictures, recordings, or any other depiction of any kind of Participant’s (or Participant’s child/ward’s) participation in a Event or related activity for any legitimate purpose in perpetuity and Participant understands that Participant (or the Registered Party(ies) will not be entitled to any compensation in connection therewith. Participant further hereby irrevocably and absolutely grants permission to the Company to film, videotape and record Participant’s (or the Registered Party(ies)) performance of the Event and subsequently to telecast, sell, distribute and otherwise utilize the same in whatever manner the Company shall deem appropriate. Such permission shall include granting the unlimited and irrevocable rights to the Company, without compensation of any kind to Participant (or the Registered Party(ies)), to use, reproduce or broadcast, Participant’s (or the Registered Party(ies)) name, nickname, image, likeness, voice, photograph, signature facsimile, and biographical information in connection with the Event. Participant acknowledges that the Company shall have unlimited right throughout the world to copyright, use, reuse, publish, republish, broadcast and otherwise distribute depictions of or information about Participant (or the Registered Party(ies)) and all or any portion of the Event in which Participant (or the Registered Party(ies)) may appear on any and all radio, network, cable and local television programs and in any print materials and in any other format or media (including electronic media) now known or hereafter devised in perpetuity and without compensation.

 

Safety and Security. Both Participant and any belongings Participant brings to a Event may be searched on entry to or at the Event. Participant consents to such searches and waive any related claims that may arise. If Participant elects not to consent to such searches, Participant may be denied entry to or ejected from the Event without refund or other compensation. Certain items may not be brought onto the premises of any Event Venue, including without limitation, alcohol, drugs, controlled substances, firearms, or knives with blades longer than 3 inches. Participant understands and agrees that Participant is responsible for taking care of Participant’s own personal belongings during the Event and, to the maximum extent permitted by law, neither the Company nor the Venue Owner is responsible for any personal item or property that is lost, damaged or stolen at the Event.

 

Release of Liability; Disclaimer of Warranties; Assumption of Risk. 

 

Participant hereby waives, releases, covenants not to sue, and forever discharges the company from all claims arising out of or in any way connected with the event registration or event registration process. By signing this agreement, the Participant acknowledges that the Participant has read and understood all of the terms of this release of liability, disclaimer of warranties, assumption of risk, and that the Participant is voluntarily giving up substantial legal rights, including the right to sue the company on behalf of the Participant and all registered parties. 

 

Participant hereby expressly waives and releases any and all Claims, now known or hereafter known, against the Company, and its officer(s), member(s), manager(s), employee(s), agent(s), affiliate(s), successor(s), and assign(s) (collectively, “Releasees“), on account of injury, illness, disability, death, or property damage arising out of or attributable to participation in the Event, whether arising out of the negligence of the Company or any Releasees or otherwise.

 

Participant covenants not to make or bring any such Claim against the Company or any other Releasee, and forever release and discharge the Company and all other Releasees from liability under such claims.

 

Participant shall defend, indemnify, and hold harmless the Company and all other Releasees against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, court and expert fees, the costs of enforcing any right to indemnification under this Release, and the cost of pursuing any insurance providers, incurred by the Company or any other Releasees, arising out or resulting from any claim of a third party related to Participant’s participation in the Event, including any claim related to Participant’s own negligence or the negligence of the Company.

 

The Company is not liable to Participant for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use of data or other intangible losses (even if the company has been advised of the possibility of such damages). Without limiting the foregoing, the Company will not be responsible for (a) the use or the inability to use the company website, or Event related products or services; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered in through or from the Company website; (c) participation in any promotion or program coordinated by the Company; (d) personal injury; (e) unauthorized access to or alteration of Participant’s transmission of data; (f) statements or conduct of any third party on the Company website. Participant agrees that the Company’s maximum liability to participant, for any reason or cause whatsoever, will not exceed the total amount of monies the company received from the Participant. Participant expressly agrees that use of the Company’s website is at the Participant’s sole risk. The Company website is provided on an ‘as is’ and ‘as available’ basis. The Company makes no warranty that the Company website will be uninterrupted, secure, or error free. The company expressly disclaims all warranties of any kind, express or implied, including without limitation any warranty of merchantability, or non-infringement. The Company does not guarantee the accuracy or completeness of any information on, or provided in connection with, the Company Website. The Company is not responsible for any errors or omissions, or for the result obtained from the use of such information. 

 

Advertising & Promotional Approval

By submitting any form, registering for any Event, or purchasing any product from our website or other means, you are expressly giving the Company permission to advertise, promote, or contact you about future products. Forms of communication can be include but are not limited to email, text, or voice. You can see a full list of this policy by going to our Privacy Policy Page at https://bildbrands.com/privacy-policy/ .

Privacy Policy

Can be found by going to https://bildbrands.com/privacy-policy/

Unlawful Resale of Event Registration; Promotions. 

 

Unlawful resale (or attempted resale), counterfeit or copy of Event tickets or promotional codes are grounds for seizure and cancellation without compensation. Participant is responsible for complying with all applicable ticket resale laws. In addition, the Company reserves the right to restrict or deny Event Registration privileges to anyone that the Company determines to be, or has been, in violation of the Company policies. Promotional codes or tickets may not be used for advertising, promotions, contests, or sweepstakes, unless formal written authorization is provided by the Company.

 

Canceled and Rescheduled Events. 

 

Participant also understands and agrees that the Company reserves the right to cancel the Event for events beyond its reasonable control, including, without limitation, in the event of weather disaster (including, but not limited to, pandemic, epidemic, heat, tornadoes, earthquakes, fires, storms, lightning and floods), accidents, acts or threats of war or terrorism, military conflicts, riots, government order, law or regulation, national or regional emergency or for any reason that would affect the safety and security of Event participants and/or spectators or the feasibility of the Event to be held. Participant bears all risks of inclement weather.  Participant agrees to hold the Company harmless from any Claim of any kind or nature related to any cancellation or disruption of the Event. In the event of a Event cancellation for any reason, there will be no refund of Participant’s payment. If a Event is canceled, and Participant purchased a Event Registration through the Company website, Participant may be permitted to transfer/defer Participant’s registration to another Event in the Company’s sole discretion. The Company will not be liable for travel or any other expenses that Participant or anyone else incurs in connection with a canceled or postponed Event.

 

License; Ejection; No Redemption Value. 

 

Participant agrees to observe and obey all posted rules and warnings, to follow any instructions or directions provided to Participant by the Company and/or the owner of the venue where the Event is hosted (the “Venue Owner“) and to abide by any decision of any Event official relative to Participant’s ability to safely participate in or attend the Event. Participant understands and agrees that Participant is expected to exhibit appropriate behavior at all times while at the Event and to obey all applicable laws or rules issued by the Company or the Venue Owner (the “Event Rules“) while participating in or attending the Event. This includes, generally, respect for other people, equipment, facilities, or property. Participant agrees that the Event officials may disqualify Participant from the Event and/or eject Participant from the Event venue premises, without refund, should Participant’s behavior, in the opinion and sole discretion of the Company or the Venue Owner, endanger the safety of other participants, the Event in general, or violate the Event Rules. Breach of this Agreement, or any applicable rules, will terminate Participant’s license to attend the Event without refund. A Event Registration is a revocable license and admission may be refused. A Event Registration receipt is not redeemable for cash.

 

Release Of Liability For In Person Events

 

Participant is aware and understands that the in person Events could be dangerous activity and involves the risk of serious injury, disability, death, and/or property damage, whether actively involved in the Event or observing. The Company does not conduct health or fitness checks on Event entrants or participants. Events could  often be held in remote areas or on rugged terrain, and under varying weather conditions. Participant must stay alert at all times before, during, and after the Event. If injured, the Participant must immediately ask a Company staff member to call for medical assistance or for directions to a medical facility. Participant is also aware of the highly contagious nature of bacterial and viral diseases including the novel coronavirus disease (COVID-19) (collectively, the “Disease“) and the risk that Participant may be exposed to or contract the Disease by engaging in the Event, which may result in serious illness, personal injury, disability, death, and/or property damage. Participant acknowledges that these risks may result from or be compounded by the actions, omissions, or negligence of Company employees or others, including negligent emergency response or rescue operations of the Company. Participant understands that, while the Company has implemented measures to reduce the risk of injury from the Event and the spread of the Disease, the Company cannot guarantee that Participant will not be injured or become infected with the Disease due to Participant’s participation in the Event and that engaging in the Event may result in serious injury, disability, death, and/or property damage, and increase Participant’s risk of contracting the Disease. Notwithstanding these risks, Participant acknowledges that Participant is voluntarily participating in the Event with knowledge of these dangers involved. Participant hereby agrees to accept and assume all risks of injury, illness, disability, death, and/or property damage arising from participant engaging in the Event, whether caused by the negligence of the Company or otherwise.. 

 

Participant confirms that Participant is: (a) in good health, in proper physical condition, and does not have any medical or other conditions that would impair ability to participate in the Event; and (b) not experiencing symptoms of the Disease (such as cough, shortness of breath, or fever), does not have a confirmed or suspected case of the Disease, and has not come in contact in the last 14 days with a person who has been confirmed to have or suspected of having the Disease. Participant will comply with all federal, state, and local laws, orders, directives, and guidelines related to the Event and the Disease while participating in the Event. Participant will also follow all instructions, recommendations, and cautions of the Company at all times during the Event. If at any time Participant believes conditions to be unsafe, that Participant is no longer in proper physical condition to participate in the Event, or Participant begins experiencing symptoms of the Disease, Participant will immediately discontinue further participation in the Event.

 

Participant hereby consents to receive medical treatment deemed necessary if Participant is injured or requires medical attention during Participant’s participation in the Event. Participant understand and agree that Participant is solely responsible for all costs related to such medical treatment and any related medical transportation and/or evacuation. Participant hereby releases, forever discharges, and holds harmless the Company from any claim based on such treatment or other medical services. Participant understands that no medical care may be available, but if medical care is available, Participant assumes liability for any and all medical expenses incurred as a result of participation in the Event (where such medical expenses are not provided on a free of charge basis by any medical services organizations, clinics, or hospitals), including, but not limited to ambulance transport, hospital stays, physician, and pharmaceutical goods and services. In addition to any waiver in this Agreement, Participant may be required to sign a standard form waiver and any other waivers providers of medical care require from time to time prior to participating in the Event.

 

If Participant is registering a child under the age of 18 or an incapacitated adult, Participant represents and warrants that Participant is the parent or legal guardian of that party and has the legal authority and capacity to enter into this Agreement on that child’s behalf. Further, by proceeding with Event Registration, Participant agrees that this Agreement applies equally to all of the Registered Parties. To the extent permitted by law, Participant agrees that this Agreement, whether for Partcipant’s self and/or on behalf of another Registered Party (including, without limitation, any minor) to indemnify, defend, and hold the Company Partners harmless from any liability, claim, demand, cause of action, damage, loss, or expense (including court costs and attorneys’ fees) of any kind or nature (each, a “Claim” and collectively “Claims“), even in the event the Claim arises because a Registered Party is found by a court of competent jurisdiction to not be bound by this Agreement. In addition, if, despite this Agreement, any of the Registered Parties makes a Claim against the Company, Participant agrees to defend, indemnify, and hold the Company harmless from such claim.

 

Medical Reimbursement Coverage for Injuries.

 

The Company may purchase accident medical insurance coverage from a licensed third-party insurance carrier, which provides limited coverage to Event participants for medical bills arising from an injury incurred while participating at a Event operated directly by the Company, and occurring in the United States only. Participant acknowledges that the accident medical insurance coverage does not include disability insurance or loss of income coverage. All claimants are required to complete certain forms and provide copies of all medical records to the insurance carrier. This policy is secondary to a claimant’s primary medical insurance policy. Participant acknowledges that there is a deductible under the policy. Notwithstanding the foregoing, participation in the event is at the registered party’s sole risk.

 

Mediation. 

 

If a dispute arises out of or relates to this Agreement, or the Participant’s involvement in a Event, and if said dispute cannot be resolved or settled through negotiation, Participant, individually and on behalf of all of her/his heirs, personal representatives, executors, successors and assigns, agrees that prior to the filing of any arbitration, or other legal action consistent with the provisions of this Agreement, that Participant will first attempt, in good faith, to settle the dispute by non-binding mediation administered by JAMS Mediation, Arbitration and ADR Services (“JAMS“). The mediation must take place in the State of Arizona,, and must be facilitated by a neutral appointed JAMS. The costs of such mediation will be shared equally by the parties thereto.

 

Arbitration. 

 

All controversies, disputes or claims arising out of or related to this Agreement, to the extent not first resolved through negotiation and mediation, will be submitted to and for binding arbitration in front of a single arbitrator of JAMS, conducted in accordance with JAMS’ then-current General Arbitration Rules and Procedures (which shall include the applicability of JAMS’ Consumer Arbitration Minimum Standards), in the State of Arizona. All matters related to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§1 et seq.) and not by any state arbitration law. The arbitrator will have the right to award or include in the award any relief which the arbitrator deems proper in the circumstances, except that the arbitrator does not have the right to award exemplary, punitive, penal or multiple (e.g., double or treble) damages. The award and decision of the arbitrator will be conclusive and binding upon all parties hereto and judgment upon the award may be entered solely in state courts for the State of Arizona, or the United States District Court for the District of Arizona. If the Company is the prevailing party in any arbitration brought by Participant, Participant shall reimburse the Company for any arbitration costs and fees incurred by the Company. The arbitrator will not have the authority or right to add to, delete, amend, or modify the terms, conditions, or provisions of this Agreement. All findings, decisions and awards of the arbitrator will be limited to the dispute(s) set forth in the written demand for arbitration (and any submitted counterclaim), and the arbitrator will not have authority to decide any other issues unless the parties to the arbitration mutually agree thereto. Participant, individually and on behalf of all of her/his heirs, personal representatives, executors, successors and assigns, acknowledges and agrees that any arbitration will be conducted only on any individual, not a class-wide, basis, and that an arbitration proceeding initiated by Participant and/or her/his heirs, personal representatives, executors, successors and assigns, may not be consolidated with any other arbitration proceeding. No findings, conclusions, orders or awards emanating from any arbitration proceeding conducted hereunder may be introduced, referred to, or used in any subsequent or other proceeding as a precedent, to collaterally stop any party from advancing any claim or defense or from raising any like or similar issues, or for any other purpose whatsoever. The principles of collateral estoppel shall not apply in any arbitration proceeding conducted under this section. Participant, individually and on behalf of all of her/his heirs, personal representatives, executors, successors and assigns, acknowledges and agrees that notwithstanding any provision of law which provides for a longer limitations period, neither Participant nor Participant’s heirs, personal representatives, executors, successors and assigns will bring, commence, or maintain an action or claim of any kind, in connection with liability or obligation in connection with this Agreement, or otherwise, unless brought before the expiration of the earlier of: (i) twelve (12) months after the date of discovery of the facts resulting in such alleged liability or obligation, or if earlier, the date such facts should or could have been discovered with reasonable diligence; or (ii) eighteen (18) months after the date of the first act or omission giving rise to such alleged liability or obligation. Actions and claims brought or asserted after expiration of the applicable limitations period shall be barred.

 

Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

 

Notices. 

 

All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice“, and with the correlative meaning “Notify“) must be in writing and addressed to the other Party at its e-mail address set forth on the signature page to this Agreement (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered electronically. Except as otherwise provided in this Agreement, a Notice is effective only if the Party giving the Notice has complied with the requirements of this Section.

 

All notices to the Company should be emailed to bildbrands@gmail.com.

 

Severability.

 

 If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 

Amendments.

 

No amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. 

 

Waiver. 

 

No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

 

Assignment.

 

Participant shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Participant of any of its obligations under this Agreement. Participant may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of the Company assets without Participant’s consent.

 

Relationship of the Parties. 

 

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

 

No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

 

Choice of Law. 

 

This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Arizona, United States of America (including its statutes of limitations), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Arizona.

 

Choice of Forum. 

 

Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the courts of the State of Utah or Federal courts sitting in Salt Lake County, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the courts of the State of Utah or Federal courts sitting in Salt Lake County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

 

Waiver of Jury Trial. 

 

Each Party acknowledges that any controversy that may arise under this Agreement, including exhibits, schedules, attachments, and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments or appendices attached to this Agreement, or the transactions contemplated hereby.

 

Counterparts. 

 

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in this Agreement, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

Force Majeure. 

 

The Company shall not be liable or responsible to Participant, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.