Terms of Use

Revised: July 12, 2021



1. ACCEPTANCE OF TERMS

  1. Sharp Sight, Inc. (“Sharp Sight”) provides access to online coaching, courses and course materials relating to software development relating to data analysis, data visualization and machine learning, among other fields (the “Service”). Any access to or use of the Service is subject to the terms and conditions in these Terms of Use (the “TOU”). Sharp Sight may, in its sole discretion, update the TOU at any time. You can access and review the most-current version of the TOU at the URL for this page or by clicking on the “Terms of Use” link within the Service or as otherwise made available by Sharp Sight.
  2. PLEASE REVIEW THE TOU CAREFULLY. IT IMPOSES BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS. THE TOU REQUIRES BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING FROM OR RELATING TO THE TOU OR YOUR ACCESS TO OR USE OF THE SERVICE, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THE TOU (EACH, A “CLAIM”). YOU AGREE THAT ANY CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 19 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
  3. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TOU, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU ARE ENTERING INTO THE TOU ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THE TOU, IN WHICH CASE THE TERM “YOU” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE TOU, YOU MAY NOT ACCESS OR USE THE SERVICE, AND YOU MUST UNINSTALL ANY COMPONENTS OF THE SERVICE FROM ANY DEVICE WITHIN YOUR CUSTODY OR CONTROL.
  4. You represent and warrant that you: (i) are over 18 years of age or the age of majority in your jurisdiction, whichever is greater, and of legal age to form a binding contract; or (ii) you have obtained the consent of your parent or guardian to access and use the Service and be bound by the TOU. You further represent and warrant that you are not a person barred from accessing or using the Service under the laws of your country of residence or any other applicable jurisdiction.


2. Other Agreements and terms

  1. In addition to the TOU, your access to and use of the Service are further subject to the Sharp Sight Privacy Policy and any usage or other policies relating to the Service posted or otherwise made available to you by Sharp Sight (the Privacy Policy and any such usage or other policies, collectively, “Additional Terms”). The Additional Terms are part of the TOU and are hereby incorporated by reference, and you agree to be bound by the Additional Terms.
  2. You acknowledge and agree that: (i) by accessing or using the Service, Sharp Sight may receive certain information about you, including personal information, and Sharp Sight may collect, use, disclose, store and process such information in accordance with the TOU, including any Additional Terms; and (ii) technical processing and transmission of data, including Your Content (defined in Section 6(a)), associated with the Service may require transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.


3. Registration and Account

  1. You may browse and access some parts of the Service without registering, but some features may not be accessible unless you register. In registering for the Service, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Sharp Sight reasonably suspects that you have done so, Sharp Sight may suspend or terminate your account.
  2. You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account, whether or not you authorized the particular use, and regardless of your knowledge of such use. Upon becoming aware of any unauthorized access to or use of your account or password or any other similar breach of security, you shall promptly notify Sharp Sight. 


4. Fees

You are solely responsible for any data, usage and other charges assessed by mobile, cable, internet or other communications services providers for your access to and use of the Service. Some features of the Service may be free to use, but fees may apply for subscriptions, premium features and other components. If there is a fee listed for any portion of the Service, by accessing or using that portion, you agree to pay the fee. Your access to and use of the Service may be suspended or terminated if you do not make payment in full when due.


5. Grant of Rights

  1. Subject to your compliance with the TOU in all material respects, Sharp Sight grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to: (i) access, view and print pages within, and course materials provided through, the Service and print and make a reasonable number of copies of such materials; and (ii) access and use any online software, application and other similar component within the Service, to the extent that the Service provides you with access to or use of such component, but only in the form made accessible by Sharp Sight within the Service.
  2. All rights granted to you under the TOU may only be exercised by you for your personal, non-commercial use or educational purposes.


6. RESPONSIBILITY FOR CONTENT

  1. All information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Service, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you, and not Sharp Sight, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Service (“Your Content”), and other users of the Service, and not Sharp Sight, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Service.
  2. Sharp Sight has no obligation to pre-screen Content, although Sharp Sight reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the generality of the foregoing sentence, Sharp Sight shall have the right to remove any Content that violates the TOU.
  3. You represent and warrant that: (i) you have all necessary rights and authority to grant the rights set forth in the TOU with respect to Your Content; and (ii) Your Content does not violate any duty of confidentiality owed to another party, or the copyright, trademark, right of privacy, right of publicity or any other right of another party.


7. RIGHTS TO CONTENT

  1. Sharp Sight does not claim ownership of Your Content. As between you and Sharp Sight, you own all rights, title and interest (including all intellectual property rights) in Your Content. However, you hereby grant Sharp Sight and its service providers a worldwide, royalty-free, non-exclusive right and license to use, reproduce, modify, adapt, create derivative works from, perform, display, distribute, make and have made Your Content (in any form and any medium, whether now known or later developed) as necessary to provide you with access to and use of the Service.
  2. As between Sharp Sight and you, Sharp Sight owns all rights, title and interest (including all intellectual property rights) in the Service, and all improvements, enhancements or modifications thereto, including all Content and other materials therein (except with respect to Your Content). The Service is protected by United States and international copyright, patent, trademark, trade secret and other intellectual property laws and treaties. Sharp Sight reserves all rights not expressly granted to you under the TOU.


8. Confidential Information

  1. As used herein, “Confidential Information” means any information that a party (“Disclosing Party”) discloses to the other party (“Receiving Party”) under the TOU or in connection with the Service that the Disclosing Party identifies in good faith as confidential or proprietary or, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be understood by the Receiving Party to be confidential or proprietary.
  2. Receiving Party shall maintain Confidential Information in strict confidence, using the same degree of care that it uses to protect the confidentiality of its own confidential information of like nature, but in no case less than reasonable care. Receiving Party shall not use or disclose Confidential Information other than as necessary to exercise its rights and fulfill its obligations under the TOU.
  3. The duties of confidentiality imposed by this Section 8 do not apply to any information to the extent that it: (i) is known or becomes known to the public in general, other than as a result of a breach of the TOU or any other confidentiality agreement; (ii) was known by or in the lawful possession of Receiving Party prior to receipt from Disclosing Party; (iii) is or has been independently developed or conceived by Receiving Party without use of or reference to Confidential Information; or (iv) is or has been provided or made known to Receiving Party by a third party without a breach of any obligation of confidentiality to Disclosing Party.
  4. Receiving Party may disclose Confidential Information as required to comply with the order of a governmental entity that has jurisdiction over Receiving Party or as otherwise required by applicable law, provided that Receiving Party: (i) gives Disclosing Party written notice of such required disclosure in advance (to the extent permitted by Applicable Law) to provide Disclosing Party with an opportunity to seek a protective order; and (ii) takes reasonable steps to minimize the extent of any such required disclosure.


9. User CONDUCT

In connection with your access to or use of the Service, you shall not (subject to the limited rights expressly granted to you in Section 5):

  1. upload, post, email, transmit or otherwise make available any Content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise objectionable; (ii) any applicable law or contractual or fiduciary obligation prohibits you from making available (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any copyright, patent, trademark, trade secret or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; (v) contains software viruses or any other code, files or programs designed to interrupt, destroy, limit the functionality of, make unauthorized modifications to, or perform any unauthorized actions through any software or hardware; or (vi) consists of information that you know or have reason to know is false or inaccurate;
  2. use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights to the Service (except for Your Content);
  3. reverse engineer, disassemble, decompile or translate, or otherwise attempt to derive the source code, architectural framework or data records of any software within or associated with the Service;
  4. remove or obscure any proprietary notice that appears within the Service;
  5. access or use the Service for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any other products or services offered by Sharp Sight;
  6. rent, lease, lend, sell or sublicense the Service or otherwise provide access to the Service as part of a service bureau or similar fee-for-service purpose;
  7. impersonate any person or entity, including Sharp Sight personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;
  8. forge headers or otherwise manipulate identifiers to disguise the origin of any Content transmitted through the Service;
  9. act in any manner that negatively affects the ability of other users to access or use the Service;
  10. take any action that imposes an unreasonable or disproportionately heavy load on the Service or its infrastructure;
  11. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
  12. frame or utilize any framing technique to enclose the Service or any portion of the Service (including Content);
  13. use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Service, or substantially download, reproduce or archive any portion of the Service;
  14. sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Service, including your user account and password; or
  15. violate any applicable local, state, provincial, federal, international or other law or regulation.


10. Suggestions

If you elect to provide or make available to Sharp Sight any suggestions, comments, ideas, improvements or other feedback relating to the Service (“Suggestions”), you hereby grant Sharp Sight a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable right and license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make or have made Suggestions in any form and any medium (whether now known or later developed), without credit or compensation to you.


11. External Materials

The Service may provide links or other connections to other websites or resources. Sharp Sight does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (“External Materials”). External Materials are subject to different terms of use and privacy policies. You are responsible for reviewing and complying with such terms of use and privacy policies.


12. DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES

Your dealings with advertisers and other third parties who market, sell, buy or offer to sell or buy any goods or services within or through the Service (collectively, “Third-Party Merchants”), including payment for and delivery of such goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the applicable Third-Party Merchant.


13. MODIFICATIONS TO The Service

Sharp Sight reserves the right to modify, suspend or discontinue the Service, with or without notice, and Sharp Sight shall not be liable to you or to any third party for any such modification, suspension or discontinuance, provided that: (a) if you paid Sharp Sight a fee to access or use any portion of the Service, Sharp Sight may not take such action if it would result in a material diminution in the functions and features of such portion of the Service; and (b) if you paid a fee for access to or use of any course materials in the Service, Sharp Sight may discontinue the Service if it provides you with commercially reasonable means to obtain a copy of such course materials. 


14. INDEMNIFICATION

You agree that Sharp Sight shall have no liability for and you shall indemnify, defend and hold Sharp Sight and its affiliates, and each of their officers, directors, employees and agents (collectively, the “Sharp Sight Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys’ fees, arising from or relating to: (a) Your Content; (b) your violation of the TOU, any law or regulation, or any rights (including intellectual property rights) of another party; or (c) your access to or use of the Service.


15. DISCLAIMER OF WARRANTIES

  1. YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SHARP SIGHT PARTIES EXPRESSLY DISCLAIM: (i) ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; AND (ii) ANY LOSS, DAMAGE OR OTHER LIABILITY ARISING FROM OR RELATING TO EXTERNAL MATERIALS OR THIRD-PARTY MERCHANTS, OR ANY OTHER PRODUCTS OR SERVICES NOT PROVIDED BY SHARP SIGHT.
  2. THE SHARP SIGHT PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, CURRENT OR COMPLETE.


16. LIMITATION OF LIABILITY

  1. THE SHARP SIGHT PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR COST OF COVER, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM OR RELATING TO ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF THE SHARP SIGHT PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT WILL THE SHARP SIGHT PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE TOU OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE EXCEED THE AMOUNT PAID BY YOU TO SHARP SIGHT (IF ANY) FOR ACCESS TO OR USE OF THE SERVICE WITHIN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE.
  2. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.


17. TERMINATION

  1. If you violate the TOU, all rights granted to you under the TOU will terminate immediately, with or without notice to you.
  2. Upon termination of the TOU for any reason: (i) you must immediately cease accessing or using the Service; (ii) Sharp Sight may remove and discard Your Content and delete your user account; (iii) any provision that, by its terms, is intended to survive the termination of the TOU will survive such termination; and (iv) all rights granted to you under the TOU will immediately terminate, but all other provisions will survive termination.


18. Governing Law

The TOU will be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws, and the laws of the State of Texas, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the TOU.


19. BINDING ARBITRATION AND CLASS ACTION WAIVER

  1. ALL CLAIMS (DEFINED IN SECTION 1(b)) WILL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THE TOU AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
  2. The arbitration will be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. The arbitrator will, among other things, have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any Claims. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. The arbitration will be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, such hearing will be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator on all matters relating to the Claim will be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
  3. YOU AND SHARP SIGHT EACH: (i) AGREES THAT ALL CLAIMS (DEFINED IN SECTION 1(b)) WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS; AND (ii) EXPRESSLY WAIVES ANY RIGHT TO HAVE A CLAIM DETERMINED OR RESOLVED ON A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE BASIS. IF FOR ANY REASON THE PROVISIONS OF THE PRECEDING SENTENCE ARE HELD TO BE INVALID OR UNENFORCEABLE IN A CASE IN WHICH CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE CLAIMS HAVE BEEN ASSERTED, THE PROVISIONS OF THIS SECTION 19 REQUIRING BINDING ARBITRATION WILL LIKEWISE BE UNENFORCEABLE AND NULL AND VOID. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND SHARP SIGHT EACH WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT SUCH CLAIM WILL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
  4. Notwithstanding anything to the contrary, you and Sharp Sight each may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 19.
  5. If Sharp Sight implements any material change to this Section 19, such change will not apply to any Claim for which you provided written notice to Sharp Sight before the implementation of the change.


20. Legal Compliance

You represent and warrant that you are not: (a) located in a country that is subject to a United States Government embargo or designated by the United States Government as a “terrorist supporting” country; and (b) listed on any United States Government list of prohibited or restricted parties, including the Specially Designated Nationals List.


21. United States Government Entities

This section applies to access to or use of the Service by a branch or agency of the United States Government. The Service includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in the TOU with respect to the such items, and any access to or use of the Service by the United States Government constitutes: (i) agreement by the United States Government that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (ii) acceptance of the rights and obligations herein.


22. NO THIRD-PARTY BENEFICIARIES

You acknowledge and agree that there are no third-party beneficiaries to the TOU, except for the Sharp Sight Parties.


23. California Users And Residents

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, by telephone at (800) 952-5210, or as otherwise set forth at https://www.dca.ca.gov/about_us/contactus.shtml (or a successful URL).


24. GENERAL PROVISIONS

The TOU (together with the Additional Terms) constitutes the entire agreement between you and Sharp Sight concerning your access to and use of the Service. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and Sharp Sight with respect to such subject matter. The TOU may not be amended by you except in a writing executed by you and an authorized representative of Sharp Sight. For the purposes of the TOU, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under the TOU without the prior written consent of Sharp Sight. Sharp Sight may assign the TOU without your consent. The failure of Sharp Sight to exercise or enforce any right or provision of the TOU will not constitute a waiver of such right or provision. If any provision of the TOU is held to be invalid or unenforceable under applicable law, then such provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the TOU. Any prevention of or delay in performance by Sharp Sight hereunder due to any act of god, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental entity, epidemic, pandemic, public health crisis, destruction of production facilities, insurrection or any other cause beyond Sharp Sight’s reasonable control will excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.