Thank you for your interest in providing VentureLab youth entrepreneurship curricula to your students.  VentureLab is a charitable organization which supports entrepreneurial initiatives in science, technology, engineering, arts and math.  VentureLab’s curricula (the “Curricula,” which is defined in more detail below) has hands-on, experiential lessons that focus on strengthening the entrepreneurial thinking, creativity and confidence for students.

VentureLab’s goal is to simply and effectively grant you permission to the Curricula without cost to your organization.  This agreement will outline the terms under which ESTEAM Foundation, Inc. d/b/a VentureLab (“VentureLab”) agrees to provide Licensee with a complimentary, non-exclusive license to use the Curricula.  By downloading the Curricula, Licensee represents that this license is for NonCommercial use (as defined below), that you are an authorized representative of a charitable organization or public school, or a parent who will use the Curricula for home use, and that the terms of this license are agreed to.

Section 1 – Here are some definitions that are used in this license:

1. Adapted Material means material that is derived from or based upon the Curricula and in which the Curricula is translated, altered, arranged, transformed, or otherwise modified by the Licensee in a manner requiring permission under the Copyright and Similar Rights held by VentureLab, and which is subject to Copyright and Similar Rights of VentureLab. It also includes any feedback, suggestions, input, data, improvements, derivatives, and modifications to the Curricula.
2. Copyright and Similar Rights means copyright and/or similar rights closely related to copyright, without regard to how the rights are labeled or categorized.
3. Curricula means the youth entrepreneurship curricula, and all marks, framework, methodologies, processes, information, materials and other intellectual property related to these items, which are owned by VentureLab and which VentureLab is providing access to under this license.
4. Effective Technological Measures means those measures that, in the absence of proper authority, may not be circumvented under laws fulfilling obligations under Article 11 of the WIPO Copyright Treaty adopted on December 20, 1996, and/or similar international agreements.
5. Exceptions and Limitations means fair use, fair dealing, and/or any other statutory or legally recognized exception or limitation to Copyright and Similar Rights that applies to the use of the Curricula.
6. Licensed Rights means the rights granted to your organization which are subject to the terms and conditions of this license, which are limited to all Copyright and Similar Rights that apply to the use of the Curricula under the terms of this license.
7. Licensee means your organization, and its teachers, administrators, volunteers and any others who use the Curricula for NonCommercial purposes under this license.
8. NonCommercial means not primarily intended for or directed towards commercial advantage or monetary compensation. For purposes of this license, NonCommercial purposes means the activities of a charitable organization or public school only for the sole purpose of instruction to students at charitable organizations or public schools that are actively providing the Curricula, or for home use by a parent or caregiver for the sole purpose of instruction to students without any form of remuneration being paid for the instruction.  If your organization is not a charitable organization or public school, then your organization does not have authority to download the Curricula under this license.
9. Share means to provide material by any means or process that requires permission from VentureLab, such as reproduction, public display, public performance, distribution, dissemination, communication, or importation, and to make material available including in ways that teachers, students or administrators may access the material from a place and at a time individually chosen by them.  To protect VentureLab’s rights, there are some limitations on the Licensee’s rights to Share the Curricula, so please be sure to read on and review them.

Section 2 – This section discusses the license that VentureLab is providing to your organization and any limitations or conditions on the use of the Curricula.

1. License grant.   Subject to the terms, conditions and limitations in this license, VentureLab hereby grants the Licensee a worldwide, royalty-free, non-sublicensable, non-exclusive, revocable license to use, reproduce and Share printed or electronic copies of the Curricula, in whole or in part, for NonCommercial purposes only and to produce and reproduce – but not Share outside of the Licensee’s students (including for a parent, a child who is home-schooled), teachers, volunteers for Licensee-related activities – any Adapted Material.  If Exceptions and Limitations apply to Licensee’s use, this license does not apply, and the Licensee does not need to comply with its terms and conditions.  Any other use, reproduction, disclosure or distribution of such materials, including but not limited to commercial use, shall be strictly prohibited.
2. Media and formats. VentureLab authorizes Licensee to exercise the Curricula in different media and formats whether now known or hereafter created.  VentureLab will not to assert any right or authority to forbid Licensee from making technical modifications necessary to exercise the Curricula, including technical modifications necessary to circumvent Effective Technological Measures – however, this does not allow Licensee to share, rent, lease, lend or transfer the Curricula for third parties without the express written consent of VentureLab (the license is free, so if someone else wants to use it, please have them contact VentureLab directly).  The license being granted does not include any rights to download, modify, disassemble or reverse engineer any part of the Curricula except as expressly allowed in the License.
3. Media and formats. VentureLab authorizes Licensee to exercise the Curricula in different media and formats whether now known or hereafter created.  VentureLab will not to assert any right or authority to forbid Licensee from making technical modifications necessary to exercise the Curricula, including technical modifications necessary to circumvent Effective Technological Measures – however, this does not allow Licensee to share, rent, lease, lend or transfer the Curricula for third parties without the express written consent of VentureLab (the license is free, so if someone else wants to use it, please have them contact VentureLab directly).  The license being granted does not include any rights to download, modify, disassemble or reverse engineer any part of the Curricula except as expressly allowed in the License.
4. No endorsement.  Nothing in this license constitutes or may be construed as permission to assert or imply that the Licensee is, or that the Licensee’s use of the Curricula is, connected with, or sponsored, endorsed, or granted official status by, VentureLab or others that may be designated to receive attribution.
5. No endorsement.  Nothing in this license constitutes or may be construed as permission to assert or imply that the Licensee is, or that the Licensee’s use of the Curricula is, connected with, or sponsored, endorsed, or granted official status by, VentureLab or others that may be designated to receive attribution.
6. Does Licensee want to publish or present something?  VentureLab understands the benefit of publishing or presenting information that will ultimately help students, and the excitement this can create.  VentureLab encourages this, but also must ensure that all publications, presentations or Sharing of the Curricula and Adapted Materials are consistent with VentureLab’s mission and that its rights are protected.  If Licensee wishes to publish, present or Share something, Licensee must first provide VentureLab with a copy of any proposed publication, and the author’s/presenter’s name and contact information, at least sixty (60) days in advance of the proposed publication or presentation date.  During that period of time, VentureLab will what it has received and provide any comments, concerns, conditions or its approval.

Section 3 – VentureLab is excited to make its Curricula available for the benefit of students.  There are a few conditions that apply to the license Venture Lab is providing:

1. Attribution.  If Licensee Shares the Curricula, Licensee must retain the following if supplied by VentureLab with the Curricula: (i) identification of the creator(s) of the Curricula and any others designated to receive attribution, in any reasonable manner that is requested by VentureLab (including by pseudonym if designated); (ii) any copyright notice(s);  (iii)  a notice that refers to this license; (iv) a notice that refers to the disclaimer of warranties; and, (v) a URL or hyperlink to the Curricula to the extent reasonably practicable.  Licensee may satisfy these conditions in any reasonable manner based on the medium, means, and context in which Licensee Shares the Curricula.
2. Conditions related to Adapted Material.  This license allows Licensee to modify the Curricula for its own use.  VentureLab asks that Licensee keep a list or itemization of any modifications that are made.  Licensee does not have to report any of the Adapted Materials to VentureLab (unless you are looking to do a presentation or publication as discussed above) – but if there is something that Licensee believes would be valuable to VentureLab, please feel free to let us know.
3. Ownership of Adapted Materials.  It is not realistic that Adapted Materials could be used separate from the Curricula.  Given this reality, and to protect its ability to continue its charitable activities, VentureLab claims full ownership rights to and the sole right to copyright, patent, use, display and duplicate any Adapted Material.  Licensee understands and agrees that any Adapted Material are being developed as a “work made for hire” for the specific purpose of enhancing the Curricula and owned by VentureLab.  In the event that any Adapted Material is not considered a work-for-hire, Licensee agrees to and hereby grants VentureLab with an exclusive, perpetual, irrevocable, royalty-free license to freely and without limitation use, display, distribute, duplicate, reproduce, reprint, modify, sublicense, transfer and otherwise enjoy the Adapted Materials in connection with its charitable or educational purposes.  The Licensee represents and warrants that the Adapted Materials will not include any information or materials which are subject to any copyright laws or intellectual property rights of others

Section 4 – Responsibility and Warranties.

1. Responsibility of Parties.  VentureLab and Licensee should each be responsible for their own actions and omissions.  Accordingly, VentureLab hereby agrees to be responsible for any losses, expenses, costs, obligations, liabilities and damages, including interest, penalties and reasonable attorney’s fees and expenses, that Licensee may incur as a result of a third party claim arising from any negligent or willful act of VentureLab under this Agreement; and, Licensee hereby agrees to be responsible for any losses, expenses, costs, obligations, liabilities and damages, including interest, penalties and reasonable attorney’s fees and expenses, that VentureLab may incur as a result of a third party claim arising from any negligent or willful act of Licensee under this Agreement.
2. Responsibility of Parties.  VentureLab and Licensee should each be responsible for their own actions and omissions.  Accordingly, VentureLab hereby agrees to be responsible for any losses, expenses, costs, obligations, liabilities and damages, including interest, penalties and reasonable attorney’s fees and expenses, that Licensee may incur as a result of a third party claim arising from any negligent or willful act of VentureLab under this Agreement; and, Licensee hereby agrees to be responsible for any losses, expenses, costs, obligations, liabilities and damages, including interest, penalties and reasonable attorney’s fees and expenses, that VentureLab may incur as a result of a third party claim arising from any negligent or willful act of Licensee under this Agreement.
3. VentureLab cannot and does not guarantee or warrant the content or accuracy of any information available through or for downloading, including links, or that the information will be free of infection or viruses, worms, Trojan horses, time bombs, cancel-bots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information.  Licensee is responsible for implementing sufficient procedures and checkpoints to satisfy Licensee’s particular requirements for accuracy and security of data input and output, and for maintaining an external means for the reconstruction of any lost data.

Section 5 – Term and Termination.

1. This license does not have an end to the term, other than the expiration of the term of the Copyright and Similar Rights licensed here. However, if Licensee fails to comply with this license, then Licensee’s rights under this license terminate automatically.  VentureLab reserves the right to seek remedies for Licensee’s violations of this license.  VentureLab may at its election terminate or revoke this license upon thirty (30) days’ notice to Licensee.
2. For the avoidance of doubt, VentureLab may also offer the Curricula under separate terms or conditions or stop distributing the Curricula at any time; however, doing so will not terminate this Public License.
3. Any sections of this license that are needed to enforce VentureLab’s rights after expiration survive termination of this license.

Section 6 – Legal Provisions.

1. Claims of Copyright Infringement:  VentureLab respects the rights of all copyright holders.  If Licensee believe that work has been copied in a way that constitutes copyright infringement, please provide the following information to the contact listed below:  (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) Information reasonably sufficient to permit us to contact the complaining party; (v) A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Notice information.  For any notices (including the copyright), please email hello@venturelab.org or call 800-672-5921.
3. You cannot assign this license.  Licensee is prohibited from assigning to or in any other way enabling any of its rights under this Agreement to any third party.
4. Legal Provisions.  VentureLab shall not be bound by any additional or different terms or conditions communicated by Licensee unless expressly agreed.  Any arrangements, understandings, or agreements regarding the Curricula not stated herein are separate from and independent of the terms and conditions of the license, and must be in writing in order to be binding.  To the extent possible, if any provision of this license is deemed unenforceable, it shall be automatically reformed to the minimum extent necessary to make it enforceable. If the provision cannot be reformed, it shall be severed from this license without affecting the enforceability of the remaining terms and conditions. No term or condition of this license will be waived and no failure to comply consented to unless expressly agreed to by VentureLab.