The Entrepreneurial Learning Initiative, Inc.
TERMS & CONDITIONS
THESE TERMS & CONDITIONS describe the terms according to which, and conditions subject to which, The Entrepreneurial Learning Initiative, Inc., a Delaware corporation (“ELI”), is granting to you the right to use the content ELI has made available for delivery to you (collectively, the “Content”).
1. License Terms.
1.1 ELI hereby grants to you a limited, nonexclusive and nontransferable license for you to use the Content in accordance with these Terms & Conditions. You may not (a) authorize, license or otherwise allow any other party to use (whether directly or indirectly) the Content or (b) sell, distribute, license, lease, assign, file-share, copy, reproduce, modify, store, transmit, transfer or otherwise make available, whether publicly or privately and irrespective of form, the Content, or any part thereof.
1.2 All right, title and interest in and to each of the following is, will be and at all times will remain the exclusive property of ELI and/or any third-parties with properties incorporated into the Content: (a) the Content, (b) any modifications, derivative works, processes, intellectual property rights, data and/or information technology developed by ELI or you as a result of your use of the Content and (c) all copyright, trademark, patent, trade secret and intellectual property rights in the Content. ELI, on behalf of itself and any third-parties with properties that may have been, or may be, incorporated into the Content, reserves all of its, and all of such third-parties’, rights in the same.
2. Use of the Content.
The Content may not be used for any purpose other than as intended and/or otherwise authorized by ELI. Without limitation of that set forth in the immediately preceding sentence, illegal and/or unauthorized use of the Content, including collecting usernames and/or email addresses by electronic or other means, and/or utilizing third‑party sites, utilities or software for promotional purposes is prohibited. The Content may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. ELI may not be held responsible for any such limitations, delays or other problems.
3. Limitations on Liability.
3.1 THE CONTENT IS PROVIDED BY ELI ON AN “AS-IS” BASIS. ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED, CONTRACTUAL OR STATUTORY, IF EVEN APPLICABLE, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITATION, ELI NEITHER REPRESENTS AND WARRANTS, NOR COVENANTS, THAT (a) THE OPERATION AND/OR USE OF THE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, (b) THE CONTENT WILL PERFORM IN EVERY OPERATING ENVIRONMENT, (c) ALL DEFICIENCIES OR ERRORS IN THE CONTENT ARE CAPABLE OF CORRECTION OR (d) THE CONTENT MEETS THE REQUIREMENTS OF ANY PARTY WHATSOEVER. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IF EVEN APPLICABLE, ARE SPECIFICALLY DISCLAIMED.
3.2 IN NO EVENT MAY ELI BE LIABLE TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS & CONDITIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY WHATSOEVER (INCLUDING NEGLIGENCE AND/OR STRICT LIABILITY). FURTHER, ELI MAY NOT BE HELD LIABLE TO YOU, OR TO ANY THIRD-PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS) ARISING FROM ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO USE OF THE CONTENT, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY WHATSOEVER (INCLUDING NEGLIGENCE AND/OR STRICT LIABILITY), EVEN IF IT IS DEEMED BY A COURT OF COMPETENT JURISDICTION THAT YOU WERE ADVISED OF THE LIKELIHOOD OR POSSIBILITY THEREOF.
3.3 YOU ACKNOWLEDGE THAT ELI HAS RELIED UPON THE LIMITATIONS ON LIABILITY SET FORTH IN THIS §3 AND, BUT FOR ITS INCLUSION HEREIN, WOULD NOT HAVE PERMITTED YOU TO USE THE CONTENT AND WOULD NOT HAVE GRANTED TO YOU THE LICENSE GRANTED IN §1.1.
3.4 ELI, in its sole discretion, may, at any time, terminate the license granted in §1.1 and your access to the Content, and/or any portion thereof, and may or may not provide a substitute therefor.
3.5 You acknowledge (a) that ELI will suffer irreparable harm, and that the amount of monetary damages would be extremely difficult or impossible to calculate, if you breach your obligations according to these Terms & Conditions, (b) that if you breach such obligations, ELI may seek, and you covenant not to dispute any attempt by ELI to seek, injunctive relief without proving actual damages and (c) that remedies sought by ELI in accordance with this §3.5 will be in addition to, and without limitation of, any other rights to which ELI may be entitled according to these Terms & Conditions or Law.
4.1 ELI may deliver to you, either via the Content or otherwise, (a) information relating to these Terms & Conditions that is not generally known to the public or that constitutes a trade secret, (b) information that is owned, developed or acquired by ELI, including ELI’s financial data, business plans, customer information, software, programming, systems and use documentation, technical information, technology, designs, ideas, inventions, data, data formats and files, and all copies and tangible embodiments thereof and (c) other information deemed by ELI to be confidential (collectively, and any of the same, “Confidential Information”).
4.2 If you receive Confidential Information, you (a) will use such Confidential Information solely for the purpose of carrying out its obligations according to these Terms & Conditions, (b) will hold such Confidential Information in confidence and take reasonable precautions to protect such Confidential Information (including all precautions that you employ with respect to your confidential materials or those of your organization), (c) may not divulge any such Confidential Information or any information derived therefrom to any third-party and (d) will only divulge such Confidential Information to those who have a need to know such information.
4.3 The provisions of §4.2 may not be applied (a) to any Confidential Information that (1) is or becomes (through no improper action or inaction by you) generally available to the public, (2) was in your possession or known by you prior to receiving it, (3) was properly disclosed to you without any obligation of confidentiality or (4) was discovered or created by you without reliance on such Confidential Information (as shown in your records) or (b) to disclosures required by law or court order, provided that you (1) use reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order with respect thereto, (2) allow ELI to participate in the proceedings related to such legal or court-ordered requirement and (3) cooperate reasonably with the efforts to contest or limit the scope of such required disclosure.
These Terms & Conditions will remain in full force and effect for so long as you are using the Content. At any time, and in its sole discretion, ELI may terminate these Terms & Conditions and, as a result, the license granted in §1.1 and your access to the Content, and/or any portion thereof. For the avoidance of doubt, ELI may not be obligated to provide to you any notice of such termination. Immediately upon the termination of these Terms & Conditions, (a) you will have no further right to use the Content or any part thereof and (b) you may not use the Confidential Information and will destroy all copies thereof. The provisions of §§1.1, 1.2, 3 and 4, the provisions of this §5 and, as and where applicable, the provisions of §6 will survive any termination of these Terms & Conditions.
6. General Provisions.
6.1 These Terms & Conditions constitute the entire agreement between you and ELI as to the subject matter hereof and supersede all prior documents, negotiations and drafts with respect to such subject matter, whether written or oral. No provision of these Terms & Conditions may be construed against either you or ELI by reason of the drafting or preparation thereof.
6.2 Neither these Terms & Conditions nor any provision contained herein may be construed as creating or constituting a partnership, joint venture or agency relationship between you and ELI. The relationship created hereby is strictly that of licensor and licensee. For the avoidance of doubt, you have no power or authority to, you may not, assume or create any obligation or responsibility on behalf of ELI.
6.3 ELI hereby reserves the right to change these Terms & Conditions from time to time without notifying you of such change. Any such change shall be effective upon our posting the revised version of these Terms & Conditions to www.elimindset.com/terms-and-conditions. For so long as you are using the Content, you should review the most up-to-date version of these Terms & Conditions by returning to www.elimindset.com/terms-and-conditions. Your continued use of the Content subsequent to ELI’s making any such change constitutes your acceptance thereof.
6.4 The applicability of any provision of these Terms & Conditions requiring your compliance may be waived by ELI by its delivery to you of a waiver prior to the such provision becoming applicable. The failure of ELI to insist upon the performance of any of the terms or conditions contained in these Terms & Conditions, and/or to exercise any right hereunder, may not be construed as a waiver or relinquishment of the future performance of any such term or condition and/or the future exercise of such rights.
6.5 You may not assign your rights according to these Terms & Conditions, in whole or in part, by operation of law or otherwise, without ELI’s prior written consent. Any attempt to assign any right according to these Terms & Conditions other than in accordance with this §6.6 will be null and void and of no legal force or effect. These Terms & Conditions will be binding upon, and will inure to the benefit of, ELI’s and your successors, heirs and permitted assigns (as applicable).
6.6 Neither you nor ELI may be held liable for any failure to perform hereunder or for any loss or damage due to causes beyond your or ELI’s reasonable control (as the case may be), including governmental requirements, inability to obtain required export licenses, work stoppages, fire, civil disobedience, embargo, war, terrorism, riots, rebellions, earthquakes, strikes, floods, water and the elements, inability to secure equipment, raw materials or transport or similar occurrences.
6.7 If any term or provision of these Terms & Conditions is deemed invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability may not be deemed to affect any other term or provision of these Terms & Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon any such determination, ELI shall modify this Agreement so as to effect the original intent as closely as possible.
6.8 These Terms & Conditions shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or otherwise) that would cause the application of laws of any jurisdiction other than those of the State of Ohio.
6.9 Unless the context clearly requires otherwise, (a) the singular will be deemed to include the plural and vice versa, (b) reference to any agreement, document or instrument will be deemed to refer to such agreement, document or instrument as may be amended or modified and in effect from time to time, (c) “hereunder,” “hereof”, “hereto” and words similar thereto will be deemed references to these Terms & Conditions as a whole and not to any particular provision hereof, (d) the words “include” and “including” will be deemed to mean “without limitation” and will be interpreted not to limit the generality of any description preceding such term, (e) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding” and (f) any reference to a “§” or “§§” in these Terms & Conditions will be construed as a reference to a section of these Terms & Conditions.