License Agreements and Terms

VENTURELAB CURRICULUM LICENSE AGREEMENT

IMPORTANT – PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. BEFORE DOWNLOADING OR USING THE VENTURELAB CURRICULUM, YOU MUST VERIFY THAT YOU MEET THE REQUIREMENTS FOR THIS LICENSE AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BY ELECTRONICALLY SELECTING THE BOX MARKED “I AGREE” AT THE DOWNLOAD SCREEN.

1. Parties

The parties to this curriculum license agreement (“Agreement”) are:

2.1 ESTEAM Foundation Inc. dba VentureLab, a Texas non-profit corporation with a business address of 1209 Windsor Road, Austin, Texas 787030 (“VentureLab”).

2.2 Party (e.g., school, district, organization, or individual) on whose behalf curriculum is downloaded (“Licensee”).

2. Effective Date

The effective date of the Agreement is the date the Licensee completes this Agreement by selecting the “I Agree” box on VentureLab’s website (the “Effective Date”).

3. Background and Definitions

3.1 VentureLab is a charitable organization supporting entrepreneurial initiatives in science, technology, engineering, arts and math. VentureLab has developed materials for teaching youth entrepreneurship through hands-on, experiential lessons, including (but not limited to) lessons, preparation instructions, teaching tips, slides, and handouts (the “Curriculum”). All intellectual property rights in the Curriculum are owned by VentureLab.

3.2 Licensee wishes to obtain a license to use portion(s) of the Curriculum, which may include: VentureLab Flagship Curriculum, Idea to Pitch, Innovation Guides for Young Entrepreneurs, Career Exploration & Innovation Curriculum, Social Entrepreneurship Curriculum, VentureLab’s Comprehensive Pitch Event Planning Guide. The portions of the Curriculum that Licensee downloads and pays for (if required) pursuant to this Agreement are referred to as the“Licensed Curriculum”.

4. License Grant

4.1 Licensee acknowledges that the Licensed Curriculum is licensed, not sold, to the Licensee for use only under the terms and conditions of this Agreement. If Licensee does not agree to the terms of this Agreement, Licensee must not access, download, store, modify, extract, or use any portion of the Curriculum.

4.2 VentureLab hereby grants to Licensee a non-exclusive, non-transferable license to use the Licensed Curriculum in accordance with the terms and conditions of this Agreement. If Licensee is downloading a free sample of the curriculum, VentureLab will deliver the Licensed Curriculum to Licensee digitally upon Licensee’s acceptance of this Agreement. If Licensee is downloading a paid version of the curriculum, VentureLab will deliver the Licensed Curriculum to Licensee digitally upon Licensee’s acceptance of this Agreement and Licensee’s payment of the license fee.

4.3 Licensee is permitted to use the Licensed Curriculum only in connection with Licensee’s delivery of the lessons contained in the Licensed Curriculum. For this sole purpose, Licensee may use, reproduce, distribute, and display the unaltered Licensed Curriculum, including unaltered excerpts consisting of one or more complete lessons or other complete documents from the Licensed Curriculum. Licensee may not charge any fees in connection with its delivery of the lessons or otherwise in connection with the Curriculum, other than the fees normally charged by Licensee for its services. For illustration, if Licensee is a school, Licensee may charge tuition to its students as it typically does, but may not charge an additional or special fee for access to the Licensed Curriculum or the lessons. As an additional illustration, if Licensee is a summer camp, Licensee may charge camp fees to its participants as it typically does, but may not charge an additional or special fee for access to the Licensed Curriculum or the lessons. Licensee may not do any fundraising based in whole or in part on the Curriculum (for example, Licensee may not mention the Curriculum in any fundraising appeal).

4.4 Other than the unaltered excerpts permitted by Section 4.3 above, Licensee will not modify, adapt, supplement, or delete materials or content from the Licensed Curriculum, or create derivative works based on the Licensed Curriculum, without the prior written consent of VentureLab, and then only on the condition that any copyrights and other intellectual property rights acquired by Licensee in said materials are automatically assigned to VentureLab.

4.5 Licensee will retain all branding, trademark and copyright notices, attributions, and identification of authors that appear on the Licensed Curriculum delivered to Licensee by VentureLab. To the extent Licensee excerpts portions of the Licensed Curriculum in accordance with section 4.3 above, Licensee will display the appropriate copyright notice with such excerpts when reasonably allowed by space constraints.

4.6 Licensee will use the Licensed Curriculum only with the age group for which it is intended.

4.7 At the time this Agreement terminates, and at any other time upon VentureLab’s reasonable request, Licensee will report to VentureLab the number of youth and adults served using the Licensed Curriculum.

4.8 Licensee will not sell, rent, or lease any portion of the Licensed Curriculum to third-parties. Licensee will not assign this license or grant sub-licenses without the prior written consent of VentureLab.

4.9 Licensee will take reasonable care to restrict access to the Licensed Curriculum by anyone who is not authorized to use the Curriculum. Licensee will not post the Licensed Curriculum in any format that makes it accessible to non-authorized users.

4.10 Licensee will secure all permits, licenses, and consents necessary for presentation of the Licensed Curriculum (if any) and will comply with all applicable city, state, and federal rules, regulations, and statutes.

4.11 Licensee will not engage or participate in any activity or course of action that could diminish or tarnish the image or reputation of the Licensed Curriculum or VentureLab, or cause confusion as to the ownership of the Licensed Curriculum.

4.12 Licensee may make limited use of the VentureLab name for the sole purpose of identifying VentureLab as the source of the Licensed Curriculum. Licensee may not use any VentureLab logo unless Licensee requests and receives VentureLab’s prior written permission, in which case Licensee may make limited of the specific logo(s) designated by VentureLab for the sole purpose of identifying VentureLab as the source of the Licensed Curriculum. Licensee agrees that it will comply with all name/logo usage guidelines VentureLab may provide from time to time, and will correct or discontinue any use of the VentureLab name or logo upon VentureLab’s request. Licensee will not, through its use of the VentureLab name and logo or in any other way, suggest or imply that Licensee is affiliated with or endorsed or sponsored by VentureLab. Licensee acknowledges that VentureLab owns all right, title and interest in the VentureLab name and logo, and Licensee agrees not to do anything inconsistent with such ownership. All uses of the VentureLab name and logo will be for the benefit of VentureLab.

4.13 Licensor reserves all rights not expressly granted to Licensee under this Agreement. Except for the licenses expressly granted to Licensee in this Agreement, Licensee acknowledges that all right, title, and interest in and to the Curriculum will remain with Licensor. If Licensee acquires any rights in the Curriculum by operation of law or otherwise, Licensee hereby irrevocably assigns such rights to Licensor without further action by either party. Licensee agrees not to dispute or challenge or assist any person or entity in disputing or challenging Licensor’s rights in and to the Curriculum.

5. License Term and Termination

5.1 The term of this Agreement begins on the Effective Date and, unless terminated earlier as provided herein, will remain in force for a period of one year (“Term”).

5.2 Either party may terminate this Agreement on written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within 20 days after receiving written notice thereof, unless a longer period is reasonably necessary in light of the particular matter to be addressed. Notwithstanding the foregoing, if such breach remains unresolved 60 days after receipt of the written notice by the breaching party, the party providing notice may immediately terminate this Agreement.

5.3 Upon expiration or termination of this Agreement, Licensee will cease all use of the Curriculum and the VentureLab name and logo, destroy or return to VentureLab any printed Curriculum it has on hand, and delete all Curriculum digital files from its computers and other devices.

6. License Fee

6.1 If Licensee is downloading a free sample of the curriculum, there is no fee for this license agreement. If Licensee is downloading a paid version of the curriculum, prior to downloading or using the Licensed Curriculum, Licensee will pay VentureLab a license fee for the Term.

7. Disclaimer of Representations and Warranties; Limitation of Liability

7.1 VENTURELAB EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED PROPERTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

7.2 VENTURELAB WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER VENTURELAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 VentureLab’s total liability arising from this Agreement or the Curriculum will not exceed the actual amount paid by Licensee to VentureLab pursuant to Section 6 of this Agreement.

8. General Terms.

8.1 This Agreement is binding upon and shall benefit each party hereto, including its respective agents, related entities, successors, and permitted assigns.

8.2 This Agreement constitutes the final and complete expression of all the terms of the agreement between the parties with respect to the subject matter hereof. It supersedes all understandings and negotiations concerning the matters specified herein. Any representations, oral statements, promises, or warranties made by any party that differ in any way from the terms of this Agreement are not binding unless made in writing and signed by a duly authorized representative of each party.

8.3 Any invalidity, in whole or in part, of any provision of this Agreement will not affect the validity of any other of its provisions.

8.4 The parties agree to execute such documents and take such actions as may be necessary to effectuate and to fully carry out the terms and purposes of this Agreement.

8.5 This Agreement shall for all purposes be governed by and interpreted and enforced in accordance with the laws of the state of Texas without regard to the conflicts of laws provision of any state or jurisdiction.

8.6 No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party, nor shall any such waiver, if made, constitute a waiver of any subsequent breach of the same or any other provision of this Agreement.

8.7 Licensee will not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of VentureLab. Any purported assignment or delegation in violation of this Section 8.7 is null and void. VentureLab may freely assign or otherwise transfer any of its rights or delegate any of its obligations under this Agreement.

8.8 No part of this Agreement is to be construed against either party because of the identity of the drafter.

8.9 Licensee represents that the person completing this Agreement on its behalf has been authorized to do so on behalf of the party and to bind it to the terms of this Agreement.

8.10 This Agreement may be executed in counterparts or duplicate originals, each of which is deemed an original for all purposes. An electronic signature will be deemed an original and valid signature. By selecting the box marked “I AGREE,” the person submitting this agreement confirms that he or she has read and understood this Curriculum License Agreement and agrees for Licensee to be bound by its terms.
By selecting the box marked “I AGREE,” the person submitting this agreement confirms that he or she has read and understood this Curriculum License Agreement and agrees for Licensee to be bound by its terms.