End-User License Agreement

Any individual, business, or other entity that uses (including but not limited to buying, downloading, accepting, or accessing) any StartUp TradeUp programs, curricula, products, trainings, or other materials (“Materials”) shall be referred to herein as “You”, “you”, “User”, or “user”. Your use of any Materials constitutes your acceptance of all terms and conditions contained in this end user license agreement (“EULA”). In addition, Your use of the Materials is hereby subject to any invoices, order acknowledgments, and other documents issued, or otherwise made available, to You by StartUp TradeUp (collectively with this EULA, the “Agreement”). No conflicting, varying, or additional terms or conditions which may appear in any prior or subsequent purchase order or any other documents are of any force or effect. This Agreement is effective as of the date you first use or possess the Materials until the date that you have completely ceased use, and deleted all copies, of the Materials (the “Term”). If you do not wish to be bound by this Agreement, you must cease use, and delete all copies, of the Materials immediately.

License Grant. StartUp TradeUp hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited license to use the Materials solely for non-commercial purposes during the Term. As applicable, such license shall apply also to any tool, plug-in, or mobile application that may be provided to you by StartUp TradeUp for the purposes of facilitating your access to or use of the Materials. Copies of any Materials may only be made to facilitate use of the Materials for your internal purposes in accordance with this limited license.

Use of the Materials. You may access and use the Materials only in accordance with the Agreement and applicable law. You shall notify StartUp TradeUp immediately in the event of any unauthorized access or use of the Materials. If You become aware of any violation of the Agreement by a person employed or contracted by You, You will immediately terminate such person’s access to the Materials and notify us in writing of such violation.

Changes to the Materials. StartUp TradeUp reserves the right to improve, modify, or discontinue features or functionality of the Materials on a periodic basis (collectively, “Modifications”). StartUp TradeUp will endeavor to minimize the impact of any Modifications on You, and will provide notice to You if the Modifications will materially affect the manner in which you use the Materials.

Intellectual Property. The Materials and all enhancements, upgrades, modifications,
customizations, derivative works, selections, algorithms, compilations, aggregations, source code and/or object code, and copies thereof, and all information, methods, processes, and all intellectual property contained therein (collectively, the “StartUp TradeUp Intellectual Property”) are and will remain the sole property of StartUp TradeUp. StartUp TradeUp has and will retain exclusive right and title to, and has all patent, copyright, trademark, trade secret and all other intellectual property rights in and to the StartUp TradeUp Intellectual Property, and nothing in this Agreement will be construed as transferring any aspects of such rights to you with the exception of your limited license to use the Materials. StartUp TradeUp shall have the right to register patents, trademarks and copyrights related to the Materials with any governmental authority anywhere in the world.

Disclaimer of Warranties. All StartUp TradeUp Materials are provided to You “as is” and “with all faults”. STARTUP TRADEUP MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, CONDITION, I.P. INFRINGEMENT, TITLE OR OTHERWISE, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES.

Limitations on Liability. You hereby waive and release StartUp TradeUp of any and all liability relating to, based upon, or arising from: (a) current or future student safety challenges, incidents, or other concerns, including but not limited to student access to or use of third party sites, offices, social media pages, or other offsite, in-person, and/or virtual locations; (b) current or future personal safety challenges, incidents, or other concerns arising from travel to or from activities or meetings as may be recommended or instructed by StartUp TradeUp websites or Materials; (c) alleged or actual intellectual property infringement, solely to the extent unknown to StartUp TradeUp; and (d) challenges, incidents, or other concerns arising from Your use of the Materials. StartUp TradeUp shall not be liable to You nor shall You have any remedy against StartUp TradeUp for any loss, damage or expense of any kind, including but not limited to, liability for consequential, special, incidental or punitive damages or loss of profits, lost data, or for damages based upon strict or absolute liability in tort, damages in contract or by statute, caused directly or indirectly by any Materials.

Data Privacy. You will abide by all applicable data privacy laws. You are solely responsible for all data, information, and other content that You integrate into the Materials.

Force Majeure. StartUp TradeUp’s obligations under this Agreement will be excused, and StartUp TradeUp shall not be penalized, if and to the extent that any delay or failure to perform such obligations is due to acts of God, war, insurrection, emergencies, fire, unavailability of material, pandemic, or other causes beyond the reasonable control of StartUp TradeUp (“Force Majeure”).

Termination. In the event of any Force Majeure, or violation of this Agreement by You, StartUp TradeUp shall have the sole right to immediately terminate upon written notice to You.

Governing Law & Jurisdiction. This Agreement shall be governed by and construed according to the laws of the State of Ohio without regard to its conflict of laws rules. All disputes, controversies or claims, whether of law or fact, of any nature whatsoever arising from this Agreement shall be conducted in the state and federal courts located in Ohio, and each Party expressly consents to the personal jurisdiction of such courts.