In order to use EOS Base Camp, please accept our Terms & Conditions:
EOS BASE CAMP MEMBERSHIP AGREEMENT
The terms and conditions (“Terms”) of this membership agreement (“Agreement”) govern your use of EOS Base Camp (“Base Camp”) and the provision of Our Services through Base Camp. As used herein “Base Camp” refers to the Base Camp website itself (basecamp.eosworldwide.com or bc.eosworldwide.com) and any services we provide through the website.
These Terms are a contract between you and EOS Worldwide, LLC (“EOS Worldwide”, “Our”, “We” and “Us”). You must read and agree to these Terms before using Base Camp. If you do not agree, you may not use Base Camp. These Terms describe your rights and responsibilities as well as what you can expect from Base Camp.
By clicking “accept” at the top of this agreement, you acknowledge that you have read this Agreement, that you understand its Terms, and that you agree to be legally bound by the Agreement and its Terms.
If you create a Base Camp account for another person solely as a means for subsidizing their fees for the account, you (“Patron”) must notify that person (“Beneficiary”) that Beneficiary’s ability to use Base Camp is conditioned on Beneficiary’s acceptance of these Terms. The patron may not share the Beneficiary’s account and must have their own account to receive any of the account-holder benefits described below.
No matter who created your account for Base Camp, your use of Base Camp serves as an acknowledgment that you understand these Terms and agree to be bound by them.
We own and operate Base Camp and reserve the right to add, delete, and/or modify any of the Terms, at any time and in Our sole discretion, by posting a change notice or a new Terms on Base Camp. In the event of material changes to these Terms, you will be notified by email and/or will be presented with notice upon logging in to Base Camp.
- 1. Our Services
- A. Base Camp is provided solely for the purpose of helping individuals become experts at using Our content, model, tools and process to implement EOS® (The Entrepreneurial Operating System®) as purely as possible into their organization or other organizations.
- B. If you subscribe to Base Camp, You agree to pay the monthly membership fee in effect, which We reserve the right to change from time to time. Any change in the membership fee will be effective, not less than thirty (30) days following either Our dispatch of a notice to you or Our posting of such change on Base Camp. You agree to, and authorize automatic recurring billing of the monthly membership fee to your credit card until your Base Camp membership is canceled or terminated. You understand and agree the monthly membership fees are not refundable and will not be prorated.
- 2. Use of Base Camp
- A. We will only knowingly provide access to Base Camp to anyone that can lawfully enter into and form contracts under applicable law. Base Camp is not for individuals under the age of 18 and any such use is prohibited.
- B. You must comply, at all times, with all of these Terms, the applicable agreements and policies referred to in these Terms, and all applicable laws, regulations, and rules when you use Base Camp.
- C. All intellectual property and other rights, title, and interest in and to Base Camp, including the registered and unregistered trademarks and copyrights related to Base Camp, and the content and materials accessible on and/or through Base Camp are owned by Us. Except as otherwise provided in these Terms, You will not acquire any right, title, or interest in such intellectual property rights or otherwise.
- D. Subject to the limitations and criteria below and your compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, and revocable license (“Limited License”) to access and use Base Camp and its content.
- E. You understand that only you may use your Base Camp user account and password and that your Base Camp membership to use Our Services is only valid for your personal use and may not be utilized by or shared with others. If you use Base Camp and/or conduct yourself in a manner that exceeds the scope of the Limited License or breaches any of these Terms, your Limited License shall terminate immediately and We may pursue all legal remedies available to Us under these Terms and the law.
- 3. Copyrights
- A. EOS Worldwide is the owner and entity having the exclusive right to sub-license the copyrights in all content on or accessible through Base Camp, such as text, graphics, logos, images, audio clips, information, data, graphs, videos and other material (the “Website Content”), and in the content of its written materials, including the Leadership Team Manual (“Written Materials”).
- B. The Limited License permits you to access and use the Website Content, which right is conditioned on your compliance with the Terms.
- C. You may not download videos and/or audio clips from Base Camp, unless otherwise specified by Us. Other Website Content may be downloaded for your personal use, but may not otherwise be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise shared with others for any purpose whatsoever unless we expressly grant that permission for specific content items.
- D. You may not modify, sell, transfer, assign, license, sublicense or modify any of the Website Content or Written Materials, or create derivative works based on the Website Content or Written Materials without Our express authorization.
- 4. Trademarks
- A. EOS Worldwide is the owner of the trademarks (“Trademarks”) shown in the “TRADEMARKS” page of our branding microsite (branding.eosworldwide.com) (“Branding Microsite”).
- B. If you are a Base Camp subscriber and are an “EOS implementer” as defined in the “EOS TRADEMARK USAGE AND IMPLEMENTER QUALITY GUIDELINES” (bc.eosworldwide.com/eos-trademark-usage-and-implementer-quality-guidelines), the Limited License includes a limited, non-exclusive, non-transferable, revocable license to use the Trademarks, in accordance with the terms of the “EOS TRADEMARK USAGE AND IMPLEMENTER QUALITY GUIDELINES” and any guidelines on the Branding Microsite (collectively, the “EOS TRADEMARK USAGE AND IMPLEMENTER QUALITY GUIDELINES” and guidelines from the Branding Microsite will be referred to as the “Guidelines”), subject to the limitations discussed in this Agreement.
- C. If you are not an EOS implementer, your Limited License does not include a license to use the Trademarks.
- D. You may not refer to yourself as a Professional EOS Implementer or Certified EOS Implementer unless you (1) have satisfied and continue to satisfy all of the criteria (bc.eosworldwide.com/professional-and-certified-implementer-criteria) for one of those designations, (2) have written approval from EOS to refer yourself with one of those designations, and (3) that written approval has not been revoked.
- E. You agree that your use of the Trademarks inures to the benefit of Us and that you shall not acquire any rights in the Trademarks.
- F. Your Limited License does not permit you to use the trademark “Traction” in your business name, tagline, or URL unless you are a Professional EOS Implementer or Certified EOS Implementer and you have prior and on-going written approval from Us to use the trademark “Traction” in that manner.
- G. We have the right to revoke your Limited License if you cease being a Base Camp Subscriber or fail to comply with any of the Guidelines, or any of the Terms.
- H. You will not file for trademark protection for any of the Trademarks in any jurisdiction unless we have given you express permission to perform such a filing.
- I. You may not sell, transfer, assign, license, sublicense or modify any of the Trademarks.
- 6. General Rules
- A. Prohibited Use. You may only use Base Camp to educate yourself about EOS for the purpose of implementing EOS®. You shall not cause harm to the Base Camp. Specifically, but not by way of limitation, you shall not (a) interfere with Base Camp by using viruses or any other programs or technology designed to disrupt or damage Base Camp, (b) collect electronic mail addresses or other information from third parties by using Base Camp, (c) impersonate another person or entity, (d) without the written authorization from EOS Worldwide, in its sole discretion, use Our logos, graphics, Trademarks (registered or not registered) in your business name, website domain (URL), email address, logo, tag line, favicon or in any other manner whatsoever unless such use is otherwise permitted on the Branding Microsite, (e) engage in any activity that interferes with another user’s ability to use or enjoy Base Camp or (f) assist or encourage any third party in engaging in any activity prohibited by these Terms.
- B. Only Base Camp members that are EOS Implementers (as defined in the Guidelines) shall have the limited right to access and use the Website Content, in the form as provided, for purposes of providing EOS implementation services to third parties for a fee, subject to the limitations defined in the Guidelines and Branding Microsite. You are not allowed to modify, enhance, edit, translate, adapt, reverse engineer, decompile, disassemble, or create derivative works based upon or otherwise alter in part or in full any Website Content. Downloading video content from Base Camp for any purpose is strictly prohibited. Reposting the video content to any website for any purpose is strictly prohibited. If video content is reposted, a fee for damages to EOS Worldwide of $1,000/video/day will be charged to the user until the video content is removed. Any use of the EOS Worldwide logos must be done in accordance with the Guidelines.
- D. Ordering Policies. If you purchase any of Our products and/or services, you agree that your use of the product or service is limited by these Terms.
- E. Password Restricted Areas of the Website. Areas of the Base Camp are password restricted to member users (“Password Protected Areas”). As a Base Camp member, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify Us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, including any fees that may be incurred under your password-protected account, whether or not you are the individual who undertakes such activities. You agree to immediately notify Us of any unauthorized use of your account or any other breach of security in relation to your password or the Website that is known to you.
- 7. Reservation of Rights
- A. Monitoring. We reserve the right, but do not assume the obligation, to monitor communications that occur through Base Camp.
- B. Modification of the Service. We may modify the Base Camp at any time with or without notice to you, and will incur no liability for doing so.
- 8. Etiquette – We ask that you respect Base Camp and that your conduct when using Base Camp should be guided by common sense and basic etiquette. To further these common goals, you agree not to (a) impersonate or represent Us, (b) link to or post content not allowed on the Website, (c) solicit a user’s password or other account information, (d) use racially or ethnically offensive language, discuss or incite illegal activity, use explicit/obscene language, or solicit/post sexually explicit images and (e) violate any law.
- 9. Representations and Warranties – You represent and warrant to Us that, in your use of Base Camp, you (a) will comply with all applicable laws, rules, policies and regulations, and (b) you will provide correct, current, and complete billing and contact information.
- 10. Disclaimers and Exclusions
- A. DISCLAIMER OF WARRANTIES. WE PROVIDE BASE CAMP, AND ALL CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT REPRESENT OR WARRANT THAT BASE CAMP (a) WILL BE UNINTERRUPTED, (b) WILL BE FREE OF INACCURACIES OR ERRORS, (c) WILL MEET YOUR REQUIREMENTS, OR (d) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. WE MAKE NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TERMS, AND HEREBY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
- B. EXCLUSION OF DAMAGES. WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE USE OF BASE CAMP, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- C. LIMITATION OF LIABILITY. IN NO EVENT WILL OUR LIABILITY IN CONNECTION WITH YOUR USE OF BASE CAMP EXCEED THE AMOUNT PAID TO US BY YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY.
- D. SOME BASE CAMP MEMBERS HAVE ACCESS TO A FORUM IN BASE CAMP THAT ENABLES INDIVIDUAL BASE CAMP MEMBERS TO CONDUCT DISCUSSIONS WITH EACH OTHER AND EXPRESS THEIR OWN VIEWS. WE DO NOT MONITOR THE FORUM, AND THE VIEWS EXPRESSED IN THE FORUM WILL NOT NECESSARILY REFLECT THE VIEWS OF US. NOTHING EXPRESSED IN THE FORUM WILL SUPERSEDE THIS AGREEMENT OR ANY OF THE GUIDELINES.
- 11. Indemnification – You agree to indemnify and hold Us and Our employees, representatives, agents, affiliates, directors, officers, managers, members and shareholders (the “Parties”) harmless from any damage, loss, or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third party claim, demand, or action (“Claim”) brought against any of the Parties arising out of or related to (a) a breach or an alleged breach of any provision of these Terms, or (b) any act or omission related to any EOS implementation, training, coaching and/or consulting services you may provide. If you have to indemnify Us under this section, We will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without Our express written permission.
- 12. Termination
- A. Termination. You may cancel your Base Camp membership at any time by completing the steps to cancel your Base Camp membership on the “My Account” section of Base Camp. You agree that, under certain circumstances and without prior notice, We may suspend or terminate your use of Base Camp, including, without limitation, if We believe, in Our sole and absolute discretion, that you have breached these Terms or the Guidelines. You acknowledge and agree that all suspensions and terminations shall be made in Our sole discretion and that We shall not be liable to you or any other party for said suspension and/or termination. Any fees appropriately charged and received prior to termination will not be refunded or prorated.
- B. Failure to maintain an active Base Camp membership will result in termination of your Base Camp account and your Limited License.
- C. Survival. Upon cancelation or termination of your Base Camp membership, your Limited License is automatically revoked, and you may not retain copies of Website Content from Base Camp.
- D. Each of the following of your obligations will survive termination and/or cancellation of your Base Camp membership: (1) obligation not to alter, misuse, modify, or redefine any of the Trademarks, (2) obligation not to modify, enhance, edit, translate, adapt, reverse engineer, decompile, disassemble, or create derivative works based upon or otherwise alter in part or in full any Website Content, (3) obligation not to download or repost any video content from Base Camp, and (4) obligation not to file for trademark protection for any of the Trademarks in any jurisdiction unless we have given you express permission to perform such a filing.
- E. We may terminate your Base Camp membership, revoke your Limited License, and/or revoke your status as a Professional EOS Implementer or Certified EOS Implementer for violating the Guidelines, the Terms, or the criteria for being Professional EOS Implementer of Certified EOS Implementer, or for convenience.
- F. If your status as a Professional EOS Implementer or Certified EOS Implementer is revoked, your license to use the mark “Traction” in your business name, tagline, and/or URL, if you have such a license, will be terminated, and you may no longer hold yourself out as a Professional EOS Implementer or a Certified EOS Implementer.
- 13. Notice – All notices required or permitted to be given under these Terms will be in writing and delivered to the other party by electronic mail. If you give notice to Us, you must use the following address: firstname.lastname@example.org. If EOS Worldwide provides notice to you, We will use the email address provided by you to Us. All notices will be deemed received 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement. Also, you understand that this Agreement and the Guidelines, including the Branding Microsite, may be updated from time to time without notice to you.
- 14. Miscellaneous
- A. These Terms will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Michigan without reference to conflict of law principles. You agree to submit to the exclusive jurisdiction of the applicable state and federal courts for the County of Oakland, State of Michigan.
- B. These Terms are not assignable or transferable by you without Our prior written consent.
- C. These Terms (including all of the policies described in these Terms which are hereby incorporated herein by this reference, including the Guidelines) contain the entire understanding between Us and you regarding its subject matter, and supersede all prior and contemporaneous agreements and understandings between Us and you, including any prior license agreement for using the trademark “Traction.”
- D. No failure or delay by Us in exercising any right, power, or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. Any rights not expressly granted herein are reserved.
- E. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision of these Terms, all of which will remain in full force and effect.
- F. We are not liable for any delay or failure in performance resulting directly or indirectly from causes beyond Our reasonable control, including, without limitation, failure of the Internet; power failure; failure of computer; telecommunication or other equipment; strikes; labor disputes; riots; insurrections; civil disturbances; shortage of labor or materials; fires; floods; storms; explosions; acts of God; attacks by hackers; war; governmental actions; orders of domestic or foreign courts; or non-performance of third parties.
- G. If you breach any of these Terms, We shall be entitled to any and all remedies available to Us under the law, including, but not limited to, the reimbursement of any and all attorneys’ fees and costs incurred by Us.
- H. If you have questions or concerns regarding these Terms you should contact us by emailing email@example.com.