Startup Incinerator End User License Agreement (EULA)

PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT: This End-User License Agreement ("EULA") is a legal agreement between “You,” either as an individual or a single entity and the company You create (“Your Company”) as a prerequisite to receiving services (collectively “End Users”), on the one hand, and Startup Incinerator (SUI), on the other hand, that governs your use of services and software provided by SUI to End Users.

BY CLICKING "I AGREE", OR BY TAKING ANY STEP TO REGISTER SERVICES RENDERED BY SUI, YOU (1) REPRESENT AND WARRANT THAT YOU ARE OF THE LEGAL AGE OF MAJORITY IN YOUR STATE, PROVINCE JURISDICTION OF RESIDENCE, YOU ARE DULY AUTHORIZED TO ENTER INTO THIS EULA ON BEHALF OF YOUR COMPANY, AND, IF APPLICABLE, YOU ARE DULY AUTHORIZED TO ENTER INTO THIS CONTRACT ON BEHALF OF YOUR EMPLOYER AND (2) END USERS AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THE EULA TERMS, DO NOT USE ANY OF THE SERVICES RENDERED.

  1. GRANT OF LICENSE. The Services Rendered includes two types of services (1) services that are provided by SUI (and may include associated media, and "online" or electronic documentation) (collectively the "Services Rendered") and (2) other services provided by third parties and used with the Services Rendered ("Third Party Services"). SUI grants End Users the following non-exclusive and non-transferable rights provided you comply with all terms and conditions of this EULA:

    1. Use. End Users may use the Services Rendered until termination of the EULA. End Users agree to only use the Services Rendered as expressly permitted herein.

    2. Reservation of Rights. The Services Rendered are licensed, not sold, to End Users by SUI. SUI and/or its suppliers own all right, title and interest in and to the Services Rendered and reserve all rights not expressly granted to End Users in this EULA. End Users agree to refrain from any action that would diminish such rights or would call them into question.

  2. TERM AND TERMINATION. This EULA is effective unless rejected by SUI or until terminated by it. Such termination maybe with or without cause. Termination is effective immediately upon delivery of the termination by electronic notice. This EULA also will terminate immediately and without additional notice upon any End Users’ breach by any End User of this EULA and/or any failure by any End User comply with any term or condition of this EULA. The termination of this EULA shall be in addition to all other rights and remedies (whether civil, criminal, equitable, provisional, extraordinary, or injunctive) SUI may have. All licenses and right to Services Rendered shall immediately terminate on the termination of this EULA and within ten (10) days after any such termination End Users shall destroy any Confidential Information of SUI in their possession or under their control and certify to SUI that they have complied with the foregoing.

  3. MEDIA RELEASE. End Users hereby grant to SUI the following authorizations:

    1. End Users hereby expressly grant permission to recordtheir names (or any fictional names), pictures, portraits, or photographs in all forms and media and in all manners, including composite or distorted representations, for advertising, trade, or any other lawful purposes, and End Users waive any right to inspect or approve the finished version(s), including written copy that may be created in connection therewith.

    2. End Users hereby expressly grant permission to use, encode, digitize, copy, edit, transcribe, excerpt, transmit, display and publicly perform the digital video stream of End Users’ participation, as well as use their names, voices, likenesses, biographic information and any ancillary material (the “Material”) in connection with their participation in Services Rendered by SUI.

    3. End Users represent and warrant that they have the right to authorize SUI to reproduce, distribute, adapt, display and publicly perform the Material. End Users agree to indemnify SUI from any fees or liabilities incurred by SUI as a result of SUI’s transmission, and/or distribution of the Material, including but not limited to defamation, rights of privacy or publicity, copyright, patent rights, trade secret rights, moral rights, or trademark rights.

    4. End Users hereby release and discharge SUI from any and all liability arising out of their participation in the Event, including but not limited to their rights of privacy or publicity, copyright, or trademark.

    5. All permissions and releases granted by End Users herein shall extend and apply to SUI’s assigns, contractors, sublicensed distributors, successors, and agents.

    6. This Authorization will be governed in accordance with the laws of the State of Illinois.

    7. End Users grant permission to distribute the Material for sale in complete or partial form on any media format now or hereafter known.

  4. CONSENT TO USE OF DATA. End Users agree that SUI and its affiliates or suppliers may collect and use statistics on your use of the Services Rendered in performing backup operations and technical information you provide in relation to support services related to the Services Rendered. SUI and its suppliers agree not to use this information in a form that personally identifies you except to the extent necessary to provide such services.

  5. TRANSFER OF INTELLECTUAL PROPERTY. In exchange for Your participation in the EULA and other valuable consideration of which You acknowledge receipt, You hereby, effective immediately, sell and transfer to Your Company Your own and any applicable affiliates’ right, title and interest in all Intellectual Property related to Your Company and its activities and your Company accepts said right, title and interest.

    1. The monetary price for the sale and transfer is $0.

    2. The sale and purchase of the Intellectual Property shall be completed, and legal title and ownership in respect of the Intellectual Property shall be deemed to pass to Your Company, in each case, effective immediately.

    3. End Users represent and warrant that Your Company has a royalty-free, non-exclusive, non-transferable and non-sublicensable right and license to use all know-how, techniques, ideas, processes, and similar intellectual property that (i) was created, invented, or developed by you (or your applicable affiliates) prior to now and (ii) relates to the business of Your Company, in connection with its business, pursuant to agreements between you and/or an affiliate (other than Your Company) and the applicable third parties. Your Company covenants that it shall use all such intellectual property in compliance with all terms and conditions of such agreements.

    4. You grant to Your Company a perpetual, royalty-free, non-exclusive license to use all know-how, techniques, ideas, processes and similar intellectual property that (i) was created, invented or developed by Reuters (or its applicable affiliates) prior to the Transfer Time and (ii) relates to the business of Your Company. Your Company may sublicense this license solely in connection with the operation of its business, and not for the independent use of any third party. Your Company may assign this license only in connection with the merger, reorganization or sale of the business of Your Company to which this license relates. Any purported sublicense or assignment by Your Company in violation of the foregoing shall be null and void, ab initio and of no force or effect. To the extent you or any affiliate (other than Your Company), on the one hand, and Your Company or any current or future affiliate, on the other hand, enter into any future agreement governing a party’s use of specific items of intellectual property of the other party, such specific provisions (and the term of any such permitted use) shall be deemed to supersede and modify accordingly the above general license.

    5. In the case that Your Company should dissolve or SUI should eliminate Your Company from Services Rendered, ownership of all intellectual property shall transfer back to You.

  6. CONFIDENTIAL INFORMATION OF SUI. Means any commercial or technical information disclosed or made available by SUI to End Users and any other items that are marked or identified as “confidential” or “proprietary” or with other similar words. Confidential Information shall also include any trade secret, manufacturing process, formulas and any information relating to the business or financial affairs, marketing plans, sales plans, prospects, research, strategies, management, financing, products, inventions, designs, prototypes, processes, software, source code, object code, computer programs, objects and any databases, data surveys, requirements, documents, specifications, drawings, records, reports or other documents, materials or other data or information whether in writing or otherwise, concerning SUI or any of it present, former, future or prospective clients, customers, suppliers, consultants or business partners to which you gain access to or which SUI has prepared for you, whether before, during or after the inception of the EULA of which reasonable grounds exist for such information to be deemed confidential. Confidential Information, does not include information that is, as of the time of its disclosure or thereafter by lawful means becomes, part of the public domain, or was known to End Users through lawful means, as of the time of its disclosure. End Users acknowledge that in the performance of their obligations under EULA, they may have access to or obtain the Confidential Information of SUI. End Users therefore agree as follows:

    1. End Users shall not disclose to others nor authorize any of your employees, agents, consultants, or representatives to disclose to others such Confidential Information; and

    2. End Users shall use the Confidential Information disclosed to them solely for the purpose of carrying out their respective responsibilities and obligations under the terms of this EULA;

    3. End Users shall not take the same measures to protect the confidential nature of the Confidential Information disclosed to them as they take to protect their own trade secrets and other Confidential Information, including, but not limited to, restricting disclosure of the Confidential Information to the minimum number of their employees, agents, consultants or representatives who has a need to know such Confidential Information in order to carry out the responsibilities and obligations required under this EULA, and requiring that all such employees, agents, consultants or representatives understand their obligation and willingness to preserve and hold such Confidential Information in the strictest confidence.

    4. End Users shall not copy, in whole or in part, any Confidential Information disclosed to you by the other party without first receiving written consent from SUI, except as specifically provided by this EULA. Any copyright, patent, confidentiality or other proprietary notices shall be reproduced and included on allcopies of Software or Documentation, or portions thereof, make by End Users in accordance with the EULA.

    5. End Users acknowledge and agree that the Confidential Information of SUI and its licensors shall remain the sole and exclusive property of SUI and its licensors, as applicable. The disclosure of Confidential Information by SUI to End Users does not confer any license, interest, or rights of any kind in or to the Confidential Information except as provided under EULA.

  7. DISCLAIMER OF WARRANTIES. SUI DOES NOT MAKE ANY WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED BY IT UNDER OR OTHERWISE AS TO THIS EULA, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. THE ONLY WARRANTIES FOR SUI SERVICES RENDERED AND ANY OTHER SERVICES OR PRODUCTS SUPPLIED BY SUI ARE SET FORTH IN THE EXPRESS WARRANTY STATEMENTS ACCOMPANYING SUCH SERVICES OR PRODUCTS SUPPLIED BY SUI. NOTHING HEREIN SHALL BE CONSTRUED AS CONSTITUTING ANY WARRANTY, EXPRESS OR IMPLIED BY SUI.

  8. LIMITATION OF LIABILITY. Notwithstanding any damages that you might incur, the entire liability of SUI and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you to SUI for the Services Rendered by it under this EULA regardless of the form of actions, whether in law or equity or in tort, contract or quasi-contract or otherwise. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUI OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXTRA-CONTRACTUAL OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF TIME, LOSS OF SAVINGS, LOSS OF REVENUES OR PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES RENDERED, THIRD PARTY SERVICES AND/OR THIRD PARTY EQUIPMENT USED WITH THE SERVICES RENDERED, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS EULA), EVEN IF SUI OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some states/jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitation or exclusion may not apply to you.

  9. COMPLIANCE WITH LAWS. You shall comply with all laws and regulations of the United States and other countries ("Export Laws") to ensure that the Services Rendered are not (1) exported, directly or indirectly, in violation of Export Laws, or (2) used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. You further agree that you will not use the Services Rendered for any purpose prohibited under applicable law.

  10. INDEMNITY. Regardless of any active or passive negligence or other wrong doing by SUI, End Users shall defend, indemnify and hold SUI and its officers, directors, employees, affiliates, and licensors harmless from any and all claims, demands and liabilities by or to and all third parties due to, arising out of or related to any misrepresentation of age or authority by End Users under this EULA, End Users’ breach of any warranty under this EULA, End Users’ violation of any of the terms or conditions of this EULA, End Users’ violation of any applicable laws or regulations or any third party rights; or End Users’ negligent acts or omissions (whether active or passive) and End Users’ willful misconduct.

  11. APPLICABLE LAW AND VENUE. This EULA shall be governed by the laws of the State of Illinois exclusive of conflict of law provisions and you submit to the jurisdiction of the courts of the State of Illinois with respect to any proceedings arising from this EULA. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The venue for the resolution of any dispute shall be in Chicago, Illinois.

  12. ASSIGNMENT. End Users may not assign, sublease, extend or transfer, in whole or in party, this Agreement or any of its rights and duties under the Agreement without the express, prior written consent of SUI. Any assignment in violation of this paragraph shall be void and of no effect and shall constitute a breach of this EULA. This EULA shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

  13. DISPUTE RESOLUTION. Any dispute arising out of or related to this EULA, including without limitation its validity, interpretation, breach or enforcement, as well as the determination of the scope of applicability orenforceability of this agreement to arbitrate, then such dispute shall be determined by an expedited, binding arbitration in Chicago, Illinois, administered by JAMS pursuant to its now existing Streamlined Arbitration Rules & Procedures, or, if agreed by SUI and End Users, its now existing Comprehensive Arbitration Rules & Procedures. The arbitration shall take place before one retired judge selected by JAMS or as otherwise agreed by SUI and End Users. Judgment on the arbitrator’s determination may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. End Users and SUI shall each bear their own attorneys’ fees and costs except that the non-prevailing party as determined by the arbitrator shall bear the cost of the arbitration, including without limitation the arbitrator’s fees.

  14. INTERPRETATION. This EULA shall be interpreted according to its fair meaning as if draft by SUI and End Users. To the extent the terms of any SUI policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. In the event of a conflict between the English and any non-English versions of this EULA, the English version shall govern. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of the EULA will remain in force and effect and shall survive its termination.

  15. ENTIRE AGREEMENT. This EULA is the entire agreement between you and SUI relating to the Services Rendered and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services Rendered or any other subject matter covered by this EULA. You represent and warrant that you have not relied on any representation, warranty or undertaking not expressly contained in this EULA.



© 2012 Startup Incinerator. SUI shall not be liable for technical or editorial error or omissions contained herein. All rights reserved.
Rev. 09/12

 

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