End User License Agreement
This End User License Agreement (“Agreement”) is between you and ZeroBlue LLC, a Virginia limited liability company ("ZeroBlue"). You agree that this Agreement is enforceable like any written negotiated agreement signed by you. If you do not agree, do not pay for or use the service. For valuable consideration, which You do hereby acknowledge, You and ZeroBlue agree as follows:
Definitions. The following terms will have the following meanings in this Agreement:
“Computer” means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
“Service” means the ZeroBlue educational course, pitch competition, and any related services, including educational materials, together with any software and other content distributed via the Internet or other means to provide such services, including (a) all of the contents of the files or other media with which such services are provided, including but not limited to (i) ZeroBlue or third party computer information or software (the “Software”); (ii) data created and conveyed to You as part of the Service experience (“Data,”); (iii) digital images, stock photographs, clip art, sounds or other artistic works (“Stock Files”); (iv) related explanatory written materials or files (“Documentation”); and (v) fonts; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed and provided to you by ZeroBlue (collectively, “Updates”).
The terms “use” or “using” mean to access, install, download, copy or otherwise use the Service in any way.
The term “User-Generated Content” means content created on the Service by You or uploaded by You to the Service.
“You” or “Your” means or refers to you, the user subject to this Agreement.
Participant Sign Up and Selection. Interested participants will sign up for the waitlist at ZeroBlue’s website. Prospective participants will complete a Discovery Call for purposes of qualifying participants. Qualified participants will then be notified of their approval and prompted to pay for the Services. Participants will pay and agree to adhere to the rules and policies governing the use of the Services. By paying for the Services, you acknowledge that all payments are non-refundable unless the Refund requirements in this agreement are met.
Service License and Access. To the extent permissible by law, ZeroBlue grants to you a personal, non-exclusive license to use the Service for non-commercial, personal education and portfolio purposes. Such license only extends to those items and materials which are owned by ZeroBlue and which ZeroBlue can validly extend a license. Any items or materials which are provided by a third party must be licensed by the respective third parties.
Portal Access and Videos. Upon the commencement of the Service, participants will be notified via email regarding how to begin the Service on the class platform. Participants will have 24/7 access to course videos and other resources necessary for the completion of the Service through the class platform.
General Service License Limitations. You agree to the following limitations to the license granted in Paragraph 3:
Individual, Non-commercial Use. You will use the Service only for non-commercial, personal education and portfolio purposes. All other uses are strictly prohibited and are not authorized by the license granted under Paragraph 3.
Hacking and Service Experience. You will not engage in any activity intended to or which actually alters the Service experience for You or other users, e.g., by using hacks, automated software, or any other third-party software designed to, intended to, or which actually modifies the Service experience for You or other users. ZeroBlue shall determine at its sole discretion whether activity is prohibited activity under this Paragraph 3(b).
Data Mining and Redistribution. You will not use any third-party software intended to or which actually intercepts Data. You will not redistribute, by any means, Data, except by authorized use of the Service.
Independent Hosting Prohibited. You will not independently host, or attempt to independently host, a copy or facsimile of the Service, or undertake any steps intended to assist in such a purpose.
Connecting to Third-Party Host Prohibited. You will not connect, or attempt to connect, to any server unauthorized by ZeroBlue to host the Service.
Disruption of the Service Prohibited. You will not disrupt or assist in the disruption of (i) any Computer used to support the Service or (ii) any Computer in use by another user to connect to the Service.
Account Ownership. You will not sell Your account to use the Service to any third-party. You agree that you have no property rights in any account that you create to use the Service.
Further Account Limitations. You will not have more than one existing account to use the Service at any particular time. No account may have more than one user, and You will not authorize or enable any other person to use the account You create to use the Service.
Collusion Prohibited. You will not engage in any collusive behavior with a second user designed to give You or the second user an unfair advantage over other users when you utilize the Service. Collusion includes but is not limited to (i) activity that a user engages in that the user would not reasonably engage in if he considered only his own individual self-interest when making decisions, or (ii) activity which would be considered collusive if engaged in by two or more participants in a competition. ZeroBlue reserves the right to determine whether particular activity amounts to collusion on a case-by-case basis.
Illegal Activity Prohibited. You will not use the Service to engage in any criminal, tortious, or otherwise unlawful activity, as defined by the laws of the United States, its constituent jurisdictions, and any foreign jurisdiction.
Intellectual Property Rights Associated with the Service. The Service is the intellectual property of and is owned by ZeroBlue. The structure, organization, and content provided in the Service (“Confidential Information”) are the valuable trade secrets and confidential information of ZeroBlue. The Confidential Information is protected by U.S. copyright law, international treaty provisions, and applicable laws in the country in which it is being used. You will not copy the Confidential Information provided as part of the Service. You also agree not to reverse engineer, decompile, disassemble, or otherwise attempt to misappropriate the Confidential Information. You will not use any trademarks or service marks of ZeroBlue, although this restriction will not prevent you from using the Confidential Information to generate printed output that automatically includes trademarks or service marks of ZeroBlue. Except as expressly stated in Paragraph 3, this Agreement does not grant you any intellectual property rights in the Software or any other material contained within or provided as a part of the Service.
User-Generated Content
License and Release of Claims. To the extent You have any rights in User-Generated Content You have created or You may create, or that You have uploaded or may upload, You grant ZeroBlue a non-exclusive, irrevocable license to any and all intellectual property rights associated with the User-Generated Content so that ZeroBlue may use the User-Generated Content in the Service, to market the Service or itself, or for any other purpose. You further agree to release ZeroBlue from any claims related to such use of Your User-Generated Content. The license set forth in this Paragraph .1 will come into existence at the time You upload to or create within the Service any User-Generated Content.
Warranty and Indemnity. You warrant that You have the right to post any User-Generated Content you create within or upload to the Service, free from any claim of intellectual property infringement, usurpation of another’s right of publicity or privacy, or any other civil claim by a third party. You agree to indemnify and hold ZeroBlue harmless from and against any damages or costs, including but not limited to attorneys’ fees, incurred by ZeroBlue as a result of any claim arising from or relating to a breach of this representation and warranty.
Additional Content Prohibited. Any User-Generated Content you create or upload will not contain (i) pornographic material of whatever kind; (ii) libelous, slanderous, or otherwise defamatory material; (iii) material that infringes the intellectual property rights of another; (iv) material that infringes a right of publicity or right of privacy of another; (v) any material that makes You or ZeroBlue subject to a civil claim; (vi) material that disparages another person based upon the person’s race, sex, nationality, or religion; (vii) material that promotes illegal activity of any kind; or (viii) any other material that ZeroBlue determines, at its sole discretion, is offensive or otherwise inappropriate to have on the Service.
Identification and Removal of Prohibited User-Generated Content. ZeroBlue will determine, at its sole discretion, whether any User-Generated Content fall under the prohibitions of this Paragraph 8. ZeroBlue reserves the right to remove any such Content.
Duty of Confidentiality. At times during the Service, You may be exposed to confidential information owned by ZeroBlue or other participants. For the protection of all participants in the Service, You will not disclose to any person or business information related to the Service. This includes any information related to the materials provided by ZeroBlue, internal business processes, product designs, product prototypes, research, marketing strategies, participant business plans or pitches, or any other information related to other participants. This Duty of Confidentiality exists and will continue in perpetuity unless (a) the Information is generally known to the public; (b) it is reasonably necessary for You to seek legal advice, and in that case, it may only disclose the Information to its lawyer; or (c) You are compelled by a warrant, court order, or other legal process that requires disclosure. If any such exception applies and You will disclose the Confidential Information to another, it must inform ZeroBlue at least seven days before disclosure. If this Agreement terminates, You must destroy anything containing Confidential Information in its possession.
Publicity Release. You acknowledge that ZeroBlue may at times take photographs of You and other participants during the administration of the Service for purposes of marketing, promotion, and advertising. By agreeing to these terms and purchasing the Service, you consent to the unrestricted and perpetual use of your name, image, and likeness for such purposes, and any purposes related to the Service. You further acknowledge that ZeroBlue will not provide payment, royalties, or other forms of compensation to You in exchange for the use of your name, image, and likeness for such purposes.
Age. All participants will be at least eighteen years of age. By agreeing to the terms of this Agreement You warrant that You are at least eighteen years of age.
Obtaining Parental Controls under 47 U.S.C. § 230(d). Be advised that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist You in limiting access to material that is harmful to minors, e.g., at https://parentalcontrols.aol.com, http://www.opendns.com/parental-controls, and elsewhere.
No Guarantee. Although ZeroBlue will make reasonable efforts to ensure maximum uptime of the Service, ZeroBlue cannot guarantee that the Service will not go down from time-to-time. ZeroBlue may take reasonable steps to compensate You for any downtime of the Service, but You agree that ZeroBlue has no obligation to compensate You in any way for Service downtime. Further, ZeroBlue cannot and does not guarantee any award or outcome arising from or relating to participation in the Service. Additionally, participants are solely responsible for the performance of their businesses and ZeroBlue will not be responsible for the success or lack of success thereof.
DISCLAIMER. ZEROBLUE DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SERVICE. FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, ZEROBLUE AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY, TITLE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ZEROBLUE OR AN ZEROBLUE REPRESENTATIVE SHALL CREATE A WARRANTY.
LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL ZEROBLUE BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR FOR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN ZEROBLUE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS, OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. ZEROBLUE’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR A ONE MONTH SUBSCRIPTION TO THE SERVICE, IF ANY LIABILITY EXISTS AT ALL.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of Virginia without regard to its choice of law provisions. Any dispute arising from or relating to this Agreement will be exclusively adjudicated in an appropriate state or federal court for Roanoke, Virginia. In any such suit in which ZeroBlue prevails, ZeroBlue will recover all costs, including reasonable attorneys’ fees.
Terms, Termination, Payment, and Related Items. Your use of the Service will be governed at all times by this Agreement. You agree that ZeroBlue may update this Agreement from time-to-time and provide You notice of the updated agreement, and that the terms of the updated agreement will be legally binding upon You. In the event of Your breach, You agree that ZeroBlue may terminate this Agreement and/or ban You from creating further accounts to use the Service. In the event you violate this Agreement and ZeroBlue terminates this Agreement and/or bans You from using the Service as a result, you agree that you will not receive a refund for any payment you made to use the Service prior to the termination and/or ban.
Severability. If any paragraph of this Agreement is found void and unenforceable by a court or other valid authority, such court or valid authority will disregard the paragraph and enforce the remainder of this Agreement.
Entire Agreement. This is the entire agreement between ZeroBlue and You relating to the licensing, sale or purchase of the Service and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software.
Waiver of Breach. Waiver of any breach of this agreement will not constitute a continuing waiver or waiver of any subsequent breach of the same or a different paragraph of this Agreement.