End User License Agreement

Please read this End User License Agreement ("EULA") carefully, as it sets out the terms and conditions upon which we license our Software and Portal for use.

Before you purchase one or more licenses for the Software and Portal from our website, we will ask you to give your express agreement to the terms and conditions of this EULA. You further agree that your employees / any person you authorize to use the Software and Portal will also be bound by the terms and conditions of this EULA.

If you do not agree to this EULA, you must not use the Software or Portal for any purpose whatsoever.

1. DEFINITIONS AND INTERPRETATION

1.1 In this EULA:

"Computer" means a desktop computer, notebook computer, netbook, tablet computer, or similar computer used to access the Software or Portal;

"Data Protection Addendum" means the Data Protection Addendum published by the Licensor at https://ventureblocks.com/data-protection-addendum, as amended from time to time in accordance with Clause [11.7];

"Device" means a smartphone, tablet touch device, or similar device used to access the Software or Portal;

"Documentation" means any documentation made available by the Licensor concerning the Software or Portal made available by the Licensor, or by the Software supplier to the Licensee with the Software;

"Effective Date" means the date when the Licensee agrees to the terms and conditions of this EULA, as detailed in the preamble to this EULA;

"EULA" means this End User License Agreement (including the preamble), and any amendments to it from time to time;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"License Code" means a purchased license that enables access to Software.

"Licensee" means YOU, the user of the Software under this EULA or the individual or entity purchasing one or more licenses to use the Software or Portal;

"Licensor" means VentureBlocks Inc., a Corporation in Connecticut, U.S.A.

"Online Features" means online services operated by VentureBlocks and/or its affiliates or third parties authorized on their behalf, which allow Licensee to enjoy certain online or multiplayer features and functionality associated with the Software.

"Privacy Policy" means the Privacy Policy published by the Licensor at https://ventureblocks.com/privacy-policy, as amended from time to time in accordance with Clause [11.7];

"Software" means the VentureBlocks simulation application, in any medium or format, including following the application of any Upgrade. The Software is hosted by the Licensor and delivered to the Licensee through a web browser; it is not installed on, and does not need to be installed on, any Computer or Device; and

"Portal" means all portions of the VentureBlocks portal (https://portal.ventureblocks.com) that require a paid license to the Software to access, accessed on any internet browser, from any device, on any platform, in any medium or format, including following the application of any Upgrade; and

"Upgrade" means an upgrade, update, enhancement, improvement or patch to the Software or Portal, which the Licensor applies to its own hosted environment.

1.2 The Clause headings do not affect the interpretation of this EULA.

2. TERM OF EULA

This EULA will come into force on the Effective Date and will continue in force indefinitely, unless and until terminated in accordance with Clause [9].

3. LICENSE

3.1 The Licensee may use the Software, Portal, and Documentation only for the Licensee's own educational purposes and in accordance with the provisions of this Clause [3]. Educational purposes include: use by an individual for their own learning; use by a school, university, or other educational institution to deliver teaching to its own students, including the purchase and assignment of License Codes for those students; and evaluation by an instructor under Clause [3.8](d). The Licensee may not use the Software, Portal, or Documentation to provide a commercial service to third parties, except as expressly permitted under Clause [3.4](b).

3.2 Subject to the payment by the Licensee of the relevant charges and fees in respect of the Software license, and the Licensee's compliance with Clause [3.4] and the other provisions of this EULA, the Licensor grants to the Licensee a non-exclusive non-transferable license to:

(a) access the Software and Portal over the internet;

(b) download and retain a copy of the Documentation;

(d) use the Portal in accordance with the Documentation; and

(e) use the Documentation,

anywhere in the world. Each License Code entitles one individual to use the Software and Portal, on up to 1 Computer or Device at a time. A Licensee that purchases more than one License Code holds one such entitlement per License Code, and may assign each to a different individual through the Portal; a License Code that has been assigned and activated may not then be reassigned to a different individual.

3.3 Subject to the payment by the Licensee of the relevant charges and fees in respect of the Software license, and the Licensee's compliance with Clause [3.4] and the other provisions of this EULA, the Licensor further grants to the Licensee the rights to:

(a) reproduce the Documentation, in print or electronically, as reasonably required to teach the Licensee's own students, and to distribute those copies to those students and to co-instructors and program administrators at the Licensee's own institution; and

(b) retain copies of the Documentation for the Licensee's own records,

in each case subject always to the restrictions set out in Clause [3.4]. These rights do not extend to the Software or the Portal, and do not permit publication of the Documentation outside the Licensee's own institution.

3.4 The Licensee must not:

(a) copy or reproduce the Software, Portal, or Documentation or any part of the Software, Portal, or Documentation other than in accordance with the license granted in this Clause [3];

(b) sell, resell, rent, lease, loan, supply, distribute, redistribute, publish or re-publish the Software, Portal, or Documentation or any part of the Software, Portal, or Documentation, except that a Licensee that the Licensor has authorized in writing as an affiliate, reseller, retailer, publisher, or distributor may resell or supply License Codes on the terms of that authorization. Nothing in this Clause permits the resale or supply of the Software, Portal, or Documentation themselves, as distinct from License Codes;

(c) modify, alter, adapt, translate or edit, or create derivative works of, the Software, Portal, or Documentation or any part of the Software, Portal, or Documentation;

(d) reverse engineer, decompile, disassemble the Software, Portal, or Documentation or any part of the Software, Portal, or Documentation;

(e) use the Software or Portal other than in accordance with the Documentation; or

(f) circumvent or remove or attempt to circumvent or remove the technological measures applied to the Software, Portal, and Documentation for the purposes of preventing unauthorized use,

providing that nothing in this Clause [3.4] will prohibit or restrict the Licensee or any other person from doing any act expressly permitted by applicable law.

3.5 The Software is designed for use with the Internet and requires a constant, active internet connection to operate.

(a) The Licensee will need to sign in to the Software with the credentials of Licensee's VentureBlocks account (an email address, to which a one-time sign-in code is sent, or a username and password), which will be used to access Licensee's VentureBlocks account at portal.ventureblocks.com and other VentureBlocks web sites. The Licensee must not share this Software, Licensee's sign-in credentials, or Licensee's VentureBlocks account with others. The Licensor reserves the right to monitor logins to the Software and to detect, prevent and disable excessive simultaneous logins by the same account using different computers.

(b) The Software requires a constant, active internet connection to operate. Certain Online Features are required to be available in order to use the Software. Online Features may, however, require payment of additional fees. In addition, access to and use of Online Features and other goods or information made available as part of online services may be subject to completion of a registration process and acceptance of additional terms and conditions including, but not limited to, privacy policies governing the use and processing of personally identifiable information. Not all purchasers of Software will be able to register or benefit from online services (including Online Features associated with the Software). Online services and Online Features may not be available in every country, are not guaranteed to be available for any period of time, may be subject to suspension or withdrawal at any time and may be subject to age restrictions. An internet connection will be required to access Online Features. Licensee is responsible for all internet and other connection charges associated with Licensee's access to and use of any Online Features.

(c) Licensee accepts responsibility in accordance with the terms of this EULA for its use of the Software from any Computer or Device, whether or not that Computer or Device is owned by Licensee. Licensee and the owner of any Computer or Device may be charged by their service providers for the internet access the Software requires.

(d) The Software may contain links to other third-party websites. Such websites are not controlled by Licensor, and Licensor is not responsible for and does not endorse their content, privacy policies or data security practices. Licensee should make their own informed judgement regarding Licensee's interaction with such third-party websites, including the purchase and use of any products or services accessible through them.

(e) Software may from time to time during Licensee's use of the Software collect information about Licensee's device, as specified in the Privacy Policy. This information may also include Licensee's simulation information, IP address, MAC address or other Computer or Device ID, other Computer or Device use information or other information and statistics regarding Licensee's usage of the Software.

3.6 Epilepsy Warning: a small number of users may be susceptible to epileptic seizures or loss of consciousness when exposed to certain flashing lights or light patterns. Such individuals may experience a seizure while watching certain images or playing a video game. If Licensee or anyone in Licensee's family has ever had symptoms related to epilepsy (seizures or loss of consciousness) when exposed to flashing lights or any other stimulus or media, please consult a medical professional and take all necessary precautions prior to using the Software. If Licensee experiences any of the following symptoms while using any Software or playing a video game: dizziness, eye or muscle twitches, loss of consciousness, disorientation, convulsions, involuntary movements, discontinue use of that Software or video game immediately and consult a medical professional.

3.7 All Intellectual Property Rights in the Software, Portal, and Documentation are and will remain, as between the parties, the property of the Licensor.

3.8 Software requires a License Code to access. Students require a License Code to access most features of Portal.

(a) A License Code may be purchased from Licensor using Portal or from an affiliate or third party in the form of a code which may be used in Portal.

(b) A License Code must be activated in order to be used. A License Code may only be activated once. A License Code is activated (also known as "activation") when Licensee begins using Software. There is a notification confirming activation to make Licensee aware of when activation occurred.

(c) Every License Code expires (also known as "expiration"). Upon expiration of a License Code, Licensee no longer has access to Software and most parts of Portal. A License Code has an expiration date on which the License Code becomes expired. (i) A License Code that was activated expires 180 days after the date of activation. (ii) A License Code that was not activated may be treated by Licensor as expired 2 years after the date of purchase from Licensor. (iii) Licenses purchased from an affiliate or third party may be treated by Licensor as expired 2 years after the date of purchase from the affiliate or third party. (iv) Licensor may extend expiration times of any License Code that is not activated at their discretion and upon request; contact Licensor with requests to extend License Code expiration times.

(d) Instructor accounts in Portal do not require a License Code to access Software for evaluation purposes. Student accounts require an activated License Code to access Software.

(e) Licensee is not entitled to a refund for a purchased License Code. Licensor may allow refunds at their discretion for License Code not activated; contact Licensor with requests for refunds for the purchase of a License Code.

4. OTHER USERS

4.1 The Licensee may permit any employee of the Licensee to exercise the rights granted by the Licensor to the Licensee under Clause [3.2](c) and [3.2](d), subject always to the restrictions set out in Clause [3].

4.2 The Licensee must ensure that any person using the Software and/or Portal and/or Documentation in accordance with Clause [4.1] is made aware of, and agrees to, the terms of this EULA.

5. UPGRADES

5.1 The Software and Portal are hosted by the Licensor, so the Licensor applies each Upgrade itself and the Licensee is not required to install anything. An Upgrade takes effect for the Licensee the next time the Licensee loads the Software or Portal.

5.2 The Licensee must keep its web browser sufficiently current to run the Software and Portal. The Licensor will have no obligation to provide support under Clause [6] in relation to a browser or operating system that the Licensor does not support. The Licensor may publish its current requirements on its website; any such page is provided for information only and does not form part of this EULA.

5.3 The Licensor may change, suspend, or withdraw any feature of the Software or Portal by way of an Upgrade. Access to the Software and Portal may also be unavailable or interrupted from time to time, whether for maintenance, an Upgrade, a fault, or a cause outside the Licensor's control. The Licensor does not warrant uninterrupted or error-free availability and gives no undertaking to notify the Licensee in advance of any change, suspension, withdrawal, or interruption, although it will try to do so where it reasonably can.

6. SUPPORT

6.1 The Licensor will attempt to provide to the Licensee a reasonable amount of email support for the purpose of resolving issues with the Software or Portal raised by the Licensee acting reasonably.

6.2 The Licensee acknowledges that:

(a) The Licensor is under no obligation to provide support of any kind, in any manner, using any media, for any period of time. However, the Licensor will make efforts to do so as determined appropriate by the Licensor.

(b) the Licensor does not warrant or represent that issues raised will be solved by means of the support services; and

6.3 The Licensor may subcontract support services under this Clause [6] to any third party.

7. WARRANTY

7.1 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SOFTWARE AND PORTAL ARE PROVIDED TO THE LICENSEE "AS IS," WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND LICENSEE'S USE IS AT LICENSEE'S SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH THE LICENSEE. LICENSOR DOES NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, ACCURACY OF DATA (INCLUDING BUT NOT LIMITED TO LOCATION DATA), MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES (IF ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH LICENSEE'S ENJOYMENT OF THE SOFTWARE OR PORTAL; THAT THE SOFTWARE OR PORTAL WILL MEET LICENSEE'S REQUIREMENTS; THAT OPERATION OF THE SOFTWARE OR PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE OR PORTAL WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER SOFTWARE OR THAT ANY ERRORS IN THE SOFTWARE OR PORTAL WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE PROVIDED BY LICENSOR OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS APPLY ONLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

7.2 The Licensee warrants to the Licensor that it has the legal right and authority to enter into and perform its obligations under this EULA.

7.3 All of the parties' liabilities and obligations in respect of the subject matter of this EULA are expressly set out herein. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of this EULA will be implied into this EULA or any related contract.

8. LIMITATION OF LIABILITY

8.1 IN NO EVENT WILL LICENSOR BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, ACCESS, USE OR MALFUNCTION OF THE SOFTWARE OR PORTAL, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, PROPERTY DAMAGE, LOST PROFITS OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS EULA OR THE SOFTWARE OR PORTAL, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THIS LIMITATION OF LIABILITY SHALL NOT BE APPLICABLE SOLELY TO THE EXTENT THAT ANY SPECIFIC PROVISION OF THIS LIMITATION OF LIABILITY IS PROHIBITED BY ANY FEDERAL, STATE, OR MUNICIPAL LAW, WHICH CANNOT BE PRE-EMPTED. THIS EULA GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

8.3 SUBJECT TO CLAUSE [8.4], AND EXCEPT AS REQUIRED BY APPLICABLE LAW, LICENSOR'S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS EULA SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL CHARGES AND FEES PAID BY THE LICENSEE FOR THE SOFTWARE AND PORTAL IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED DOLLARS (100 USD).

8.4 Nothing in this EULA limits or excludes the Licensor's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability arising under applicable data protection law, including Regulation (EU) 2016/679, in each case under this point (c) to the extent that liability cannot lawfully be limited or excluded. Any other liability that cannot lawfully be limited or excluded is likewise unaffected. Nothing in this Clause [8.4] limits the rights of data subjects, or the liability of either party to data subjects or between the parties, under the standard contractual clauses set out in the Data Protection Addendum, where those clauses apply.

9. TERMINATION

The Licensor may terminate this EULA immediately by giving to the Licensee notice of termination if:

(a) the Licensee or any employee of the Licensee or person authorized by the Licensee to use the Software and/or Portal and/or Documentation breaches any provision of this EULA;

(b) the Licensee: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(c) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Licensee;

(d) an order is made for the winding up of the Licensee, or the Licensee passes a resolution for its winding up; or

(e) (where the Licensee is an individual) the Licensee dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

10. EFFECTS OF TERMINATION

10.1 Upon termination all the provisions of this EULA will cease to have effect, save that the following provisions will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 3.7, 7, 8, 10 and 11].

10.2 Termination of this EULA will not affect either party's accrued rights and liabilities.

10.3 Save as expressly provided in this EULA, the Licensee will not be entitled to a refund upon the termination of this EULA.

11. GENERAL

11.1 No breach of any provision of this EULA will be waived except with the express written consent of the party not in breach.

11.2 If a Clause of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this EULA will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

11.3 The Licensor may freely assign this EULA and/or its rights and/or obligations under this EULA without the Licensee's consent. Save as expressly provided in this EULA, the Licensee must not assign, transfer, charge, license or otherwise dispose of or deal in this EULA and/or any its rights and/or obligations under this EULA.

11.4 This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.

11.5 This EULA constitutes the entire agreement and understanding of the parties in relation to the subject matter of this EULA, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of this EULA. Nothing in this Clause [11.5] supersedes or limits the Privacy Policy, or the Data Protection Addendum which supplements it; those documents describe the processing of personal data. Subject to Clause [8], each party acknowledges that no representations or promises not expressly contained in this EULA have been made by or on behalf of the other party.

11.6 This EULA will be governed by and construed in accordance with the laws of the State of Connecticut, U.S.A.; and the courts of Connecticut, U.S.A. will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.

11.7 The Licensor may revise this EULA, the Privacy Policy, and the Data Protection Addendum from time to time. A revised version will apply to the use of the Software, Portal, and Documentation from the date of its publication on the Licensor's website, except that a change to the list of sub-processors in Annex III of the Data Protection Addendum takes effect only in accordance with Clause 9(a) of that Addendum, which requires prior notice and gives the Licensee a right to object. Please check those pages regularly to ensure you are familiar with the current version.