Young Entrepreneur Institute

IMPORTANT, PLEASE READ THIS LICENSING AGREEMENT CAREFULLY AND PRINT IT TO MAINTAIN A COPY FOR YOUR RECORDS.
THE DOCUMENTATION AND OTHER ITEMS INCORPORATED BY REFERENCE (COLLECTIVELY, THE “AGREEMENT”) IS BETWEEN YOUNG ENTRPRENEUR INSTITUTE AND UNIVERSITY SCHOOL (“YEI” OR “OUR” OR “WE” OR “US”) AND THE INDIVIDUAL OR LEGAL ENTITY DOWNLOADING, COPYING OR USING YOUNG ENTREPRENEUR INSTITUTE MATERIALS, OR THAT CLICKS THE “ACCEPT” BUTTON OR CHECK BOX DISPLAYED AS PART OF THE PROCUREMENT, COPY OR DOWNLOADING PROCESS (“YOU” OR “YOUR”). IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY.
YOUNG ENTREPRENEUR INSTITUTE IS WILLING TO LICENSE ITS TOOLKIT AND OTHER MATERIALS TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THE AGREEMENT. BY DOWNLOADING, COPYING, ORDERING, RECEIVING OR OTHERWISE USING YEI MATERIALS, OR BY CLICKING THE “ACCEPT” BUTTON OR CHECK BOX DISPLAYED AS PART OF THE PROCUREMENT, COPY OR DOWNLOADING PROCESS, YOU ACCEPT AND AGREE TO BE BOUND BY THE AGREEMENT. YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND ALL OF THE PROVISIONS OF THE AGREEMENT.
YEI OFFERS ITS MATERIALS ONLY SUBJECT TO THE AGREEMENT AND THEREFORE YOU MUST ACCEPT THE AGREEMENT BEFORE YOU CAN DOWNLOAD, COPY, RECEIVE OR OTHERWISE USE YEI MATERIALS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, THEN YEI IS UNWILLING TO OFFER, LICENSE OR PROVIDE OUR MATERIALS TO YOU AND YOU MAY NOT DOWNLOAD, COPY, RECEIVE OR USE THEM.
1. The Toolkit, the materials, the ideas, the registered and unregistered trademarks and service marks, logos, symbols and trade names (the “Marks”) (collectively, the “Materials”) are all property of YEI, and are protected by law, including any applicable copyright law. Although YEI continues to own the Materials, after Your acceptance of the Agreement, You have license rights to the Materials during the Term hereof. Term shall mean the one year period commencing on the date You click the “Accept” button or check box displayed below and ending on the one year anniversary of the date preceding the commencement date. The Term shall be automatically renewed for additional one year periods unless otherwise terminated by Us.

2. Conditioned upon Your compliance with the terms and conditions of the Agreement, and any other terms or conditions as may be provided to You by Us, We grant to You a nonexclusive, nontransferable license to use the Materials (“License”). This License provides the limited right to reproduce, display and distribute the Materials only for Your use in developing and conducting youth entrepreneurship programming or activities. Any use of the Materials for any purpose not directly related to Your youth entrepreneurship programming or activities may only be with Our express written consent, which may be granted or withheld in Our sole discretion.

3. You understand and agree that We retain title and ownership of the Materials, that we are the exclusive owner of all trade names, trademarks, service marks, logos, symbols, inventions, copyrights, trade secrets, patents, know-how and other proprietary rights relating to the Materials.

4. Except for any Mark, and subject to the indemnity provisions set forth below, You may modify the Materials without Our approval.

5. Your License to the Materials and right to use the Materials at all times remain subject to Your compliance with all of the terms and conditions of the Agreement, and shall terminate without notice by Us to You in the event of a breach by You of any of your obligations under the Agreement or in the event of any infringement by You of any of our intellectual property, including any patents, copyrights, and Marks, or for any other reason upon notice from Us. You agree to ensure that any use of the Materials by any of Your permitted affiliates or other third parties does not exceed Your permitted use, is controlled by You, and is otherwise subject to and in accordance with the terms of the Agreement.

6. The term “Confidential Information” means information or materials, including but not limited to the Materials, that are proprietary to Us, whether or not owned or developed directly by Us, and which You may obtain through any direct or indirect contact with Us or the Materials. Confidential Information does not include information that You can demonstrate (a) is in the public domain or is generally publicly known through no improper action or inaction by You, (b) was rightfully in Your possession or known to You prior to receipt from Us, (c) is rightfully disclosed to You without restriction by a third party without violation of any obligation to Us, or (d) is independently developed by You without use of any of Our Confidential Information.

7. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by Us concerning Our business, technology and information, or the business, technology or information of any third party with which We deal, including, without limitation, programming material, reports, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, computer programs and listings, source code, object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and client lists. The nature of the information and the manner of the disclosure are such that a reasonable person would understand it to be confidential.

8. You understand and acknowledge that the Confidential Information has been developed or obtained by Us by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset and needs to be protected from improper disclosure. Confidential Information remains at all times Our property. In consideration for Us providing You any Confidential Information, You agree that (a) You will hold the Confidential Information in confidence, using the same standard of care to protect Our Confidential Information as You use to protect Your own similar confidential or proprietary information, but not less than a reasonable standard of care, and will not disclose Confidential Information to any person or entity with Our prior written consent, (b) You will not copy or modify any Confidential Information without Our prior written consent, (c) You will promptly advise Us if You become aware of any possible unauthorized disclosure or use of Confidential Information, and (d) You will not disclose any Confidential Information to any of Your employees, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purpose of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall agree to be bound by confidentiality restrictions at least as restrictive as those contained in the Agreement.

9. Our proprietary Marks are available to you only if you meet the criteria set forth in the Agreement or otherwise provided by Us to You. You acknowledge and agree that We are the sole owner of the Marks and the sole beneficiaries of the goodwill associated with Your use of the Marks, You will not acquire any right, title or interest in the Marks because of Your use thereof, and you will not register, adopt or use any name, trademark, domain name or other designation that includes all or part of any Mark, or any term that is confusingly similar to a Mark, or a translation or transliteration of a Mark.

10. In addition to the rights otherwise set forth in the Agreement and not in limitation thereof, We may terminate the Agreement and the rights granted herein at any time without notice in the event of your breach of the Agreement or any of Your obligations to Us. In the event of termination, cancellation or expiration, Your rights to the Materials shall immediately terminate, You shall destroy all copies of the Materials in Your possession or under Your control, and all sections of the Agreement other than the grant of license shall survive.

11. ALL MATERIALS AND MARKS ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY. WE MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, AND WE DISCLAIM ALL WARRANTIES, CONDITIONS AND DUTIES OF ANY KIND, IF ANY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY OF MERCHANTABILITY, TITLE, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY OR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONALBE CARE, OR FOR NEGLIGENCE OR NEGLIGENT MISREPRESENTATION, OR FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER. THE FOREGOING DAMAGES WILL BE EXCLUDED EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT OR PRODUCT LIABILITY, OR BREACH OF CONTRACT BY US, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THESE EXCLUSIONS AND THE LIMITATION OF LIABILITY WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID AND CANNOT BE LIMITED BY CONTRACT, YOU AGREE THAT ALL DAMAGES ARE EXCLUSDED.

12. You agree to defend, indemnify and hold Us harmless from and against any and all losses, claims, liabilities, damages, costs (including fees, costs and other expenses of attorneys and expert witnesses) arising out of or related to (a) any actual or alleged violation of the Agreement or applicable law, rule or regulation by You or any person accessing or using the Materials by or though You, (b) any actual or alleged infringement or violation by You or any person accessing or using the Materials by or through You, of any intellectual property or privacy or other right of any person or entity, or (c) any claims by third parties arising out of or relating to your relationship with such third parties.

13. The relationship between You and Us is that of independent contractors, and nothing contained in the Agreement shall be construed to (a) give either party the power to direct or control the day-to-day activities of the other, (b) constitute the parties as partners, joint venturers, co-owners, agents, employer/employee, franchisor/franchisee or otherwise, or (c) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. You represent and warrant that You will not make any representations, warranties or guarantees on behalf of Us, and will not disparage Us in any manner or otherwise harm Our business or reputation.

14. The Agreement shall be governed by the laws of the State of Ohio, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with the Agreement, the Marks or the Materials shall be subject to the exclusive jurisdiction of the state and federal courts in Cuyahoga County, Ohio. You hereby agree to waive all rights to a trial by jury regarding any disputes, actions, claims or causes of action arising out of or in connection with the Agreement, the Marks or the Materials. This choice of jurisdiction and venue does not prevent Us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction. You agree that we are entitled to attorneys’ fees, costs and other expenses if we prevail in any litigation in connection with the Agreement, the Marks or the Materials.

15. You may not assign any rights or interests in the Agreement, the License, the Marks or the Materials.

16. If any provision of the Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the offending provision will automatically be deemed amended so as to be as broad as is permissible or as narrow or limited as is permitted by law, as applicable. The unenforceability or invalidity of any one provision shall not affect the remainder of the Agreement, which shall continue in full force and effect.

17. The Agreement constitutes the entire agreement between Us and You with respect to the License, the Marks and the Materials, and supersedes all other communications and proposals, and there are no other promises or conditions in any other agreement, whether oral or written.

18. We may, at any time, amend the provisions of the Agreement, and You may accept the amended provisions in the manner indicated in the amendment notice communicated by Us.

19. Our failure to enforce any of the provisions of the Agreement shall not be construed as a waiver or limitation or Our right to subsequently enforce and compel strict compliance with every provision of the Agreement.