Yorkshire College Planning

End User License Agreement

Effective Date: 9/9/2026

This End User License Agreement (this “Agreement” or this “EULA”) is a binding legal agreement between you (“you,” “your,” or “Licensee”) and Yorkshire Planning Incorporated, a corporation doing business as Yorkshire College Planning (“Yorkshire,” “we,” “us,” or “our”). It governs your access to and use of the Licensed Software, as defined below, including the Member’s Portal and the online components of the College Aid Executive, College Aid Accelerator, and College Funding Pro programs.

1. 1. Definitions.

   As used in this Agreement, the following terms have the meanings set forth below:

   1. “Authorized User” means you and the members of your Household whom you permit to access the Licensed Software in accordance with Section 7.
   2. “Confidential Information” means the Program Materials and any other non-public, proprietary, or confidential information disclosed by Yorkshire to you or an Authorized User, in any form, that is designated as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that you can demonstrate (i) was already lawfully in your possession without an obligation of confidentiality before Yorkshire disclosed it; (ii) is or becomes publicly available through no fault of yours; (iii) was lawfully received from a third party without breach of any confidentiality obligation; or (iv) was independently developed by you without use of or reference to Yorkshire’s Confidential Information.
   3. “Household” means you, the members of your household, and the student or students for whose benefit you enrolled in a Program, whether or not that student is a dependent or resides with you. It does not include any person outside your household or any third party to whom you provide access.
   4. “Licensed Software” means, collectively, the Member’s Portal; any web application, mobile application, desktop application, browser extension, or other downloadable or installable software that we make available; the Practice FAFSA tool, the Practice CSS tool, and any other calculator, planner, or interactive tool; any artificial intelligence powered tool or feature that Yorkshire makes available as part of the foregoing, if any; all associated application programming interfaces, databases, and documentation; and all Updates to any of the foregoing.
   5. “Program” means the College Aid Executive, College Aid Accelerator, or College Funding Pro program in which you are enrolled, or any other Yorkshire service or package you purchase.
   6. “Program Agreement” means the Standard Terms and Conditions applicable to your enrollment in a Program, together with any service-specific terms provided to you in writing.
   7. “Program Materials” means all content and materials provided or made available by Yorkshire, whether through the Licensed Software or otherwise, including the Member’s Portal, the Success Maps, templates, videos, tools, resource library, college cost reports, merit scholarship lists, full-ride scholarship lists, curated school research, written materials, and any other content or materials provided by Yorkshire.
   8. “Program Term” means the term of your Program as set forth in the Program Agreement.
   9. “Updates” means any update, upgrade, patch, bug fix, new version, or new release of the Licensed Software that we make generally available to licensees at no additional charge.
   10. “Your Data” means the documents, forms, financial information, student information, questions, messages, and other information that you or an Authorized User submit to or through the Licensed Software.

2. 2. Relationship to Other Agreements; Order of Precedence.

   This Agreement is in addition to, and does not replace, the Program Agreement, the Website Terms and Conditions of Use (the “Website Terms”), and the Privacy Policy, each of which is incorporated by reference. In the event of a conflict among these documents, the order of precedence is: (a) the Program Agreement; (b) this Agreement, as to the licensing and permitted use of the Licensed Software and Program Materials; (c) the Website Terms; provided, however, that the Privacy Policy controls as to the collection, use, disclosure, retention, and deletion of personal information notwithstanding the foregoing order of precedence. Nothing in this Agreement limits, waives, or expands any right, obligation, guarantee, refund right, deliverable, exclusion, or remedy set forth in the Program Agreement.

3. 3. License Grant.

   Subject to your compliance with this Agreement, your timely payment of all fees due under the Program Agreement, and the restrictions in Section 8, Yorkshire grants you, during the Program Term, a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to:

   1. access and use the hosted portions of the Licensed Software, including the Member’s Portal and the tools, solely for your personal, non-commercial use in connection with planning for the education of the student or students in your Household; and
   2. install and run one copy of any downloadable or mobile application component of the Licensed Software on each device that you own or control and that is used by an Authorized User, solely for the purpose described in subsection (a).

   You may download or print limited portions of the Program Materials for reasonable personal use consistent with the foregoing purpose. This license is granted, not sold, and confers no title or ownership.

4. 4. No Separate Fee; Not a Subscription.

   Access to the Licensed Software is included in the Program you purchase and is not sold separately, licensed on a subscription basis, or subject to any recurring or automatically renewing charge. All fees, cooling-off rights, refund rights, and cancellation procedures are governed exclusively by the Program Agreement. If we later offer any separately priced or recurring license, we will disclose the terms, obtain your affirmative consent, and provide a simple method of cancellation as required by applicable law, and those terms will control as to that license.

5. 5. Term of License.

   The license granted in Section 3 begins when we first provide you access to the Licensed Software and continues for the Program Term, unless earlier suspended or terminated under Section 20. For clarity, and consistent with the Program Agreement, the Program Term for the College Aid Executive program is one year, and the Program Term for the College Aid Accelerator and College Funding Pro programs runs until the earlier of the matriculation of your current student or twenty-four (24) months. Upon expiration or termination of the Program Term, your license and your access to the Licensed Software end automatically.

6. 6. Ownership; Reservation of Rights.

   The Licensed Software and the Program Materials, and all intellectual property rights in and to them, including all copyrights, trademarks, trade secrets, patents, methodologies, know-how, user interfaces, data models, and the selection, arrangement, and organization of content, are and shall remain the exclusive property of Yorkshire and its licensors. Except for the limited license expressly granted in Section 3, no rights are granted to you, and no ownership or other proprietary right in the Licensed Software or the Program Materials is transferred to you. No disclosure of, or access provided to, the Program Materials or any Confidential Information under this Agreement shall be construed as a sale, assignment, grant, option, conveyance, or other transfer of any right, title, or interest in such materials or information, unless expressly stated in writing by Yorkshire. All rights not expressly granted are reserved by Yorkshire and its licensors.

7. 7. Authorized Users; Credentials.

   You represent that you are at least eighteen (18) years of age, and that, to the extent you submit information regarding a minor student, you are that student’s parent or legal guardian or are otherwise authorized to act on the student’s behalf. You may permit members of your Household to access the Licensed Software under your account, provided that you remain responsible for their compliance with this Agreement and for all activity occurring under your account. You must keep your access credentials confidential and must not share them with, or provide access to, any person outside your Household. You must notify us immediately at office@yorkcp.com of any unauthorized use of your account or credentials. We may require re-authentication, limit concurrent sessions, reset credentials, or suspend access where we reasonably believe credentials have been shared or compromised.

8. 8. License Restrictions.

   You shall not, and shall not permit any Authorized User or third party to:

   1. copy, reproduce, modify, translate, adapt, create derivative works from, distribute, sell, resell, sublicense, rent, lease, lend, assign, or otherwise transfer or exploit the Licensed Software or any Program Materials;
   2. publicly post, publicly display, publicly perform, transmit, broadcast, or otherwise make available the Licensed Software or any Program Materials, including by posting to any website, social media service, file-sharing service, messaging group, course platform, or public forum;
   3. share access credentials or provide access to the Member’s Portal or any Program Materials to any person outside your Household;
   4. use the Licensed Software or the Program Materials to provide services to others, to advise or consult for any third party, or for any commercial, competitive, or resale purpose;
   5. reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, object code, structure, algorithms, models, prompts, or underlying ideas of the Licensed Software, except and only to the extent that this restriction is expressly prohibited by applicable law, and then only after written notice to us;
   6. use any robot, spider, scraper, crawler, headless browser, data-mining tool, or other automated means to access, monitor, index, scrape, or copy any portion of the Licensed Software or the Program Materials, or to extract data in bulk;
   7. use the Licensed Software, the Program Materials, or any content generated using an artificial intelligence tool in connection with the Licensed Software to develop, train, fine-tune, evaluate, or improve any machine learning model, large language model, dataset, or artificial intelligence system, or to develop any product or service that competes with Yorkshire;
   8. remove, obscure, or alter any copyright, trademark, or other proprietary notice contained in or displayed by the Licensed Software or the Program Materials;
   9. circumvent, disable, or interfere with any security, authentication, access-control, digital rights management, rate-limiting, watermarking, or usage-monitoring feature;
   10. introduce any virus, worm, malware, or other harmful code, or take any action that imposes an unreasonable or disproportionately large load on our systems or those of our providers;
   11. use the Licensed Software to submit or facilitate any false, misleading, fraudulent, or incomplete statement or omission in connection with any financial aid, admissions, scholarship, tax, or related application or submission, or otherwise in violation of any applicable law; or
   12. access or use the Licensed Software for the purpose of benchmarking, competitive analysis, or building a similar or competing product or service.

9. 9. Mobile and Downloadable Applications.

   If we make a mobile, desktop, or other downloadable application available, the following additional terms apply:

   1. App Store Terms. If you obtain an application from a third-party application marketplace such as the Apple App Store or Google Play (each, an “App Provider”), your use is also subject to that App Provider’s applicable terms of service. This Agreement is between you and Yorkshire only, and not with any App Provider. Yorkshire, and not the App Provider, is solely responsible for the application and its content, maintenance, support, warranty, and any product liability, intellectual property, or legal claims relating to the application. The App Provider has no obligation to furnish any maintenance or support services with respect to the application. In the event the application fails to conform to any applicable warranty, you may notify the App Provider, and the App Provider may, where required, refund the purchase price paid for the application, if any; to the maximum extent permitted by law, the App Provider will have no other warranty obligation whatsoever. Each App Provider and its subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance, will have the right to enforce this Agreement against you. You represent that you are not located in a country subject to a U.S. Government embargo or designated as a “terrorist supporting” country, and that you are not on any U.S. Government list of prohibited or restricted parties. You must comply with all applicable third-party terms of service when using the application.
   2. Device Permissions and Data. The application may request access to features of your device, such as notifications, storage, the camera, or files, in order to provide functionality. You may grant or deny these permissions through your device settings; denying a permission may limit functionality. Data collected through the application is handled in accordance with the Privacy Policy.
   3. Carrier Charges. You are responsible for all mobile carrier data, messaging, and roaming charges incurred in connection with your use of the application.
   4. Automatic Updates. The application may download and install Updates automatically. You consent to this automatic delivery and installation. If you disable automatic Updates, some or all functionality may become unavailable.

10. 10. Updates and Changes to the Licensed Software.

    We may modify, update, enhance, suspend, limit, or discontinue any feature or component of the Licensed Software at any time. Updates are provided under this Agreement unless accompanied by a separate license, in which case that license governs. We will use commercially reasonable efforts to provide advance notice of any change that we expect to materially and adversely affect the deliverables you are entitled to receive under your Program Agreement, and nothing in this Section relieves us of our obligations under the Program Agreement.

    From time to time, we may make a feature, tool, or artificial intelligence powered capability available on a beta, pilot, preview, or early access basis. Any such feature is provided for evaluation purposes only, may be changed, limited, or discontinued at any time without notice, and is provided subject to the disclaimers in Section 21 regardless of whether it is offered at no additional charge or as part of your Program.

11. 11. Use of Artificial Intelligence.

    Yorkshire may use artificial intelligence tools internally, in the same manner many service businesses do, to assist with tasks such as drafting, summarization, formatting, or administrative support. Any Program Material Yorkshire delivers to you remains subject to Yorkshire’s own review, and no such tool is a substitute for the professional judgment, or lack of a professional relationship, described in the Program Agreement and the Website Terms. This Section otherwise addresses your own use of artificial intelligence tools in connection with your Program and the Licensed Software.

    1. Client-Provided AI Content. If you provide Yorkshire with a document, letter, appeal, application draft, or other material that was generated in whole or in part using an artificial intelligence tool, such as ChatGPT or a similar program, please tell us that it was AI generated and identify the tool used. Consistent with your obligations under the Program Agreement, Yorkshire will assume that any factual statement in material you provide is accurate unless you advise us otherwise.
    2. Accuracy and Reliance. Artificial intelligence tools can produce inaccurate, incomplete, outdated, or fabricated content, including incorrect figures, deadlines, eligibility determinations, or citations to rules or policies that do not exist or no longer apply. As set forth in the Program Agreement, Yorkshire may comment on documents you provide but will not edit or modify them, and Yorkshire is not responsible for reviewing, correcting, or verifying any artificial intelligence generated content you submit or rely on. You remain solely responsible for the accuracy of, and for independently verifying, any application, form, appeal, or submission you make, whether or not it was prepared with the assistance of an artificial intelligence tool.
    3. Use of Artificial Intelligence to Interpret Yorkshire’s Materials. You may choose to use an artificial intelligence tool to summarize, explain, or otherwise interpret a Success Map, college cost report, scholarship list, webinar recording, or other Program Material, or Yorkshire’s advice or guidance. Any summary or interpretation an artificial intelligence tool produces is not prepared or reviewed by Yorkshire, may omit or misstate material information, and does not change or supplement the actual Program Material or guidance Yorkshire provided. In the event of any inconsistency, the Program Material and guidance Yorkshire actually provided to you control.
    4. Confidentiality and Your Own Information. Program Materials are Yorkshire’s confidential and proprietary information as described in the Program Agreement, and entering them into a third-party artificial intelligence tool may violate the restrictions in Section 8. Separately, information you enter into an artificial intelligence tool, including your own financial, student, or personal information, may be stored, used, or disclosed by that tool’s provider in ways outside Yorkshire’s control and outside the protections of the Privacy Policy. Do not enter Program Materials, Confidential Information, or sensitive personal or financial information into any artificial intelligence tool that Yorkshire does not provide.
    5. Your Own Risk; No Warranty. Your use of any artificial intelligence tool in connection with your Program is at your own risk. Yorkshire makes no representation regarding the accuracy, security, or confidentiality of any third-party artificial intelligence tool, browser extension, or plugin, whether or not you access it while using the Licensed Software, and the disclaimers and limitations in Sections 21 and 22 apply to any reliance on artificial intelligence generated content.

12. 12. Practice FAFSA and Practice CSS Tools.

    The Practice FAFSA tool and the Practice CSS tool are educational simulations designed to help you understand and prepare for the actual forms. They do not file, transmit, or submit any application to the U.S. Department of Education, Federal Student Aid, the College Board, or any institution, and completing a practice form does not constitute the filing of a FAFSA, a CSS Profile, an appeal, or any other application. Estimates, Student Aid Index calculations, and award projections generated by these tools are approximations based on the information you enter and on formulas and assumptions that may change. You remain solely responsible for preparing, reviewing, and timely submitting all actual applications through official channels. Yorkshire is not affiliated with, endorsed by, or sponsored by the U.S. Department of Education, Federal Student Aid, the College Board, or any other government agency, educational institution, or nongovernmental organization, or any college, university, or scholarship provider. The FAFSA may be completed free of charge at studentaid.gov.

13. 13. Your Data.

    You retain all right, title, and interest in and to Your Data. You grant Yorkshire a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, transmit, display, and otherwise use Your Data solely as necessary to operate the Licensed Software, deliver the Program, comply with applicable law, and as otherwise permitted by the Program Agreement and described in the Privacy Policy. You represent and warrant that you have all rights and authority necessary to submit Your Data, including with respect to any student or other individual whose information you provide, and that Your Data is true, correct, accurate, and complete. As set forth in the Program Agreement, Yorkshire may comment on documents you submit but will not edit or modify any of your documents or forms. If you submit suggestions, ideas, or other feedback about the Licensed Software, the Feedback license set forth in the Website Terms applies equally to that feedback.

    Yorkshire may use information provided by you or generated in connection with your use of the Licensed Software in de-identified or aggregated form for service improvement, product development, quality assurance, benchmarking, analytics, and reporting purposes, provided that such information does not identify you or any individual and is not reasonably capable of being re-identified. You are responsible for maintaining your own copies of any documents you consider important. We are not a records-retention service and, except as required by applicable law or the Privacy Policy, we have no obligation to retain Your Data after termination, provided that, following termination, you may request an export of Your Data by contacting us within thirty (30) days after the effective date of termination, after which we may delete Your Data from the Licensed Software without further notice. Yorkshire’s actual retention of Your Data, including following any such deletion from the Licensed Software, is governed by the Privacy Policy, and nothing in this Section shortens the retention periods described there.

14. 14. Confidentiality and Privacy.

    Advisor calls, group sessions, and open office hours conducted through the Licensed Software may be recorded and transcribed as described in the Website Terms and the Privacy Policy, and by joining or continuing to participate after a recording disclosure is given you consent to that recording. Our collection, use, disclosure, and retention of personal information is governed by the Privacy Policy, available at https://yorkshirecollegeplanning.com/privacy-policy, which is incorporated by reference. We will implement and maintain reasonable administrative, technical, and organizational safeguards designed to protect personal information from unauthorized access, acquisition, use, disclosure, alteration, or destruction, and will comply with applicable privacy and data protection laws in connection with the Licensed Software.

    The confidentiality obligations set forth in the Program Agreement apply to information exchanged through the Licensed Software. If you or an Authorized User are required by applicable law, regulation, or a valid order of a court or governmental authority of competent jurisdiction to disclose any of Yorkshire’s Program Materials or other Confidential Information, you shall, to the extent legally permitted, provide Yorkshire with prompt written notice before making such disclosure so that Yorkshire may seek a protective order or other appropriate remedy, and shall disclose no more of the Confidential Information than you are legally required to disclose. At any time during or after the Program Term, upon Yorkshire’s written request, you shall promptly return to Yorkshire, or destroy, all copies of the Program Materials and any other Confidential Information in your or an Authorized User’s possession, and, upon Yorkshire’s request, certify in writing that such materials have been destroyed.

15. 15. Third-Party and Open Source Components.

    The Licensed Software may incorporate or interoperate with software, content, data, or services owned by third parties, including hosting, analytics, communications, scheduling, payment, video, and model providers, and may include open source components licensed under their own terms. Those components are provided subject to the applicable third-party or open source license, which controls to the extent it conflicts with this Agreement as to that component. We make no representation or warranty regarding any third-party component and are not responsible for the availability, accuracy, or practices of any third-party site or service accessible through the Licensed Software.

16. 16. Support and Availability.

    The support, advisor access, response times, meeting cadence, and portal hours applicable to you are those set forth in the deliverables and exclusions in your Program Agreement, and this Agreement does not expand them. We do not warrant that the Licensed Software will be available at any particular time or will operate uninterrupted or error-free, and we may perform scheduled or emergency maintenance at any time. Technical support requests may be directed to office@yorkcp.com. The accessibility commitment described in the Website Terms applies equally to the Licensed Software.

17. 17. Monitoring and Verification of Compliance.

    We may monitor use of the Licensed Software for security, performance, billing, and compliance purposes, including logging access, device, session, and usage data, and may use automated means to detect credential sharing, scraping, bulk extraction, and other prohibited activity. This monitoring is conducted in accordance with the Privacy Policy. We may take reasonable steps to verify your compliance with this Agreement and may suspend access pending the outcome of an investigation into suspected material breach.

18. 18. Export Control and Sanctions.

    The Licensed Software is subject to United States export control and economic sanctions laws. You represent that you are not located in, under the control of, or a national or resident of any country subject to a comprehensive U.S. embargo, and that you are not identified on any U.S. Government list of prohibited or restricted parties. You shall not export, re-export, or transfer the Licensed Software in violation of applicable law.

19. 19. U.S. Government End Users.

    The Licensed Software is “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. Any use, duplication, or disclosure by the U.S. Government is subject solely to the terms of this Agreement.

20. 20. Suspension; Termination; Effect.

    This Agreement and the license granted under it terminate automatically upon the expiration or termination of the Program Term or of the Program Agreement. We may also suspend or terminate this Agreement and your access to the Licensed Software:

    1. immediately, where we reasonably believe suspension is necessary to protect the security or integrity of the Licensed Software, our other users, or any third party, or to comply with applicable law; or
    2. for your material breach of this Agreement, following written notice of the violation and a failure to cure within ten (10) days, consistent with the termination provisions of the Program Agreement.

    Upon termination, all licenses granted to you end immediately, you must cease all use of the Licensed Software and the Program Materials, and you must delete or destroy all copies, including any locally installed application and any downloaded or printed Program Materials, except for copies of Your Data and of materials you were expressly permitted to retain. Termination does not entitle you to any refund except as provided in the Program Agreement, and does not relieve you of amounts owed. Sections 6, 8, 11, 12, 13, 14, 18, 19, and 20 through 27 survive termination.

21. 21. Disclaimer of Warranties.

    THE LICENSED SOFTWARE, THE PROGRAM MATERIALS, AND ALL TOOLS, REPORTS, LISTS, ESTIMATES, AND OTHER CONTENT GENERATED USING ARTIFICIAL INTELLIGENCE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YORKSHIRE AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ADVISORS, CONTRACTORS, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. YORKSHIRE DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE LICENSED SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY CONTENT, ESTIMATE, CALCULATION, REPORT, LIST, OR CONTENT GENERATED USING ARTIFICIAL INTELLIGENCE IS ACCURATE, COMPLETE, CURRENT, OR RELIABLE.

    NOTHING IN THIS SECTION LIMITS ANY EXPRESS WRITTEN GUARANTEE, REFUND RIGHT, OR OTHER REMEDY SET FORTH IN YOUR PROGRAM AGREEMENT. NOTHING IN THIS AGREEMENT WAIVES, LIMITS, OR SHORTENS ANY RIGHT OR REMEDY THAT CANNOT BE WAIVED, LIMITED, OR SHORTENED UNDER APPLICABLE LAW, INCLUDING THE CALIFORNIA CONSUMERS LEGAL REMEDIES ACT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

22. 22. Limitation of Liability.

    NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

    1. IN NO EVENT SHALL YORKSHIRE BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY LOST PROFITS, LOST SAVINGS, LOST FINANCIAL AID, LOST SCHOLARSHIPS, LOST OPPORTUNITY, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THE LICENSED SOFTWARE OR THIS AGREEMENT, EVEN IF YORKSHIRE HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT THAT THIS LIMITATION SHALL NOT APPLY TO DAMAGES RESULTING FROM YORKSHIRE’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD;
    2. YORKSHIRE HAS NO CONTROL OVER THE DOCUMENTS AND INFORMATION YOU PROVIDE OR SUBMIT IN CONNECTION WITH YOUR FAFSA, CSS PROFILE, APPEAL, OR OTHER FORMS, AND THEREFORE, TO THE MAXIMUM EXTENT ALLOWED UNDER THE LAW, IS NOT LIABLE FOR ANY DAMAGES SUSTAINED BY YOU AS A RESULT OF THE DOCUMENTS OR INFORMATION THAT YOU SUBMIT, OR AS A RESULT OF YOUR RELIANCE ON ANY CONTENT GENERATED USING ARTIFICIAL INTELLIGENCE THAT YOU DID NOT INDEPENDENTLY VERIFY; AND
    3. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF YORKSHIRE ARISING OUT OF OR RELATING TO THE LICENSED SOFTWARE OR THIS AGREEMENT (WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED ON CONTRACT, WARRANTY, TORT, STATUTE, OR OTHERWISE) EXCEED, IN THE AGGREGATE, THE ACTUAL AMOUNT OF COMPENSATION PAID BY YOU TO YORKSHIRE FOR THE SERVICES INVOLVED IN SUCH CLAIM, EXCEPT THAT THIS LIMITATION SHALL NOT APPLY TO LIABILITY RESULTING FROM YORKSHIRE’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

    THE FOREGOING LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THIS SECTION WAIVES, LIMITS, OR SHORTENS ANY RIGHT OR REMEDY THAT CANNOT BE WAIVED, LIMITED, OR SHORTENED UNDER APPLICABLE LAW, INCLUDING THE CALIFORNIA CONSUMERS LEGAL REMEDIES ACT. WHERE THE PROGRAM AGREEMENT AND THIS SECTION BOTH APPLY TO A CLAIM, THE LIMITATION SET FORTH IN THE PROGRAM AGREEMENT CONTROLS.

23. 23. Indemnification.

    You shall indemnify, defend, and hold harmless Yorkshire and its officers, directors, shareholders, employees, advisors, contractors, agents, and representatives from and against any and all third-party claims, demands, actions, causes of action, costs, losses, liabilities, expenses, and damages (including reasonable attorneys’ fees and reasonable expert witness fees) arising out of (a) your breach of this Agreement, (b) your violation of any applicable law, (c) your fraud or willful misconduct, (d) Your Data, or (e) any use of the Licensed Software under your account, including by an Authorized User or by any person to whom you provided credentials; provided, however, that you shall have no obligation to indemnify to the extent the claim arises from Yorkshire’s negligence or willful misconduct.

24. 24. Governing Law; Venue.

    This Agreement, and any dispute arising out of or relating to this Agreement or the Licensed Software, shall be governed by the laws of the State of California, without giving effect to its choice of law or conflicts of law provisions. Any such dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in San Diego County, California, and you hereby consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.

25. 25. Changes to This Agreement.

    We may modify this Agreement upon thirty (30) days’ prior written notice to you, consistent with the amendment provision of the Program Agreement. Any modification will apply prospectively only and will not reduce the deliverables or rights you purchased before the modification took effect. Your continued use of the Licensed Software after the effective date of a modification constitutes acceptance of the modified Agreement. If you do not agree to a modification, you must stop using the Licensed Software and notify us, and your rights under the Program Agreement will continue to be governed by that agreement.

26. 26. General.

    1. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary and the remaining provisions shall remain in full force and effect.
    2. Assignment. You may not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations hereunder, including any account or license, without Yorkshire’s prior written consent, and any attempted assignment in violation of this provision is void. Yorkshire may assign this Agreement without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
    3. No Waiver. No provision of this Agreement shall be deemed waived by any act or acquiescence on the part of either party, their agents, or employees, but only by an instrument in writing signed by an authorized representative of that party.
    4. Equitable Relief. You acknowledge that a breach of Sections 6, 7, 8, or 14 would cause irreparable harm to Yorkshire for which monetary damages would be an inadequate remedy, and that Yorkshire is entitled to seek injunctive and other equitable relief without the necessity of posting a bond, in addition to any other available remedy.
    5. Force Majeure. Neither party shall be liable for any failure or delay in performance (except the payment of monies due) caused by conditions beyond its reasonable control, including fire or other casualty; strikes or labor disputes; unavailability of materials, power, telecommunications, or supplies; internet, hosting, or third-party platform failures; war, terrorism, or other violence; epidemic or public health emergency; or any law, order, regulation, or requirement of any governmental agency.
    6. Relationship of the Parties. Yorkshire is an independent contractor with respect to you. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship.
    7. Notices. We may provide notices to you by email to the address associated with your account or by posting to the Member’s Portal; such notices are deemed given upon transmission of the email or upon posting to the Member’s Portal, as applicable. Notices to Yorkshire must be sent to Yorkshire Planning Incorporated, 16935 West Bernardo Drive, Suite 170, San Diego, California 92127, or office@yorkcp.com, and are deemed given upon actual receipt or, if sent by certified mail, return receipt requested, upon the date reflected on the return receipt.
    8. Headings; Interpretation. Section headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” This Agreement will not be construed against the drafter.
    9. Entire Agreement. This Agreement, together with the Program Agreement, the Website Terms, and the Privacy Policy, constitutes the entire agreement between you and Yorkshire regarding the Licensed Software and supersedes all prior or contemporaneous understandings, whether written or oral, regarding that subject matter.

27. 27. Contact.

    Questions about this Agreement may be directed to: Yorkshire Planning Incorporated d/b/a Yorkshire College Planning, 16935 West Bernardo Drive, Suite 170, San Diego, California 92127; email office@yorkcp.com; telephone (858) 766-4471.