Scope. All transactions involving purchases and licenses from Capsim® shall be governed by (i) these Standard Terms and Conditions, (ii) any written contract between Capsim® and the purchaser or the licensee ("Purchaser") that is executed by both of them, (iii) terms and conditions included in any written quote issued and executed by Capsim® and accepted by the Purchaser, (iv) if the Purchaser purchases or licenses from a Capsim® website, any Terms and Conditions referenced by an "I agree" or similar button selected by the Purchaser in connection with such purchases or licenses, and (v) the Terms and Conditions on the back of the Capsim® invoice, if any, that relates to such purchases or licenses. The combination of the provisions, terms and conditions described in (i) through (v) above will be referred to as "Applicable Terms and Conditions."

Precedence. In the event of an inconsistency among the contract provisions and the terms and conditions listed in (i) through (v) above, the following rules shall apply:

  • a. If the inconsistency is between an item executed by Capsim® and one that is not, the item that is executed by Capsim® shall take precedence.

  • b. If the inconsistency is between two items that have been executed by Capsim®, the more recently executed one will take precedence.

  • c. If the inconsistency is among these Terms and Conditions, the Terms and Conditions on the back of a Capsim® invoice, and the terms and conditions referenced by an "I accept" or similar button, the terms and conditions referenced by an "I accept" or similar button shall take first precedence, the Terms and Conditions on the back of a Capsim® invoice shall second precedence, and these Standard Terms and Conditions shall take third precedence.

To the extent that the Purchaser is acting as an end user, the Purchaser shall also be subject to Capsim®’s Terms of Use, and with respect the Purchaser’s activities as an end user, Capsim®’s Terms of Use will take precedence over the Applicable Terms and Conditions.

Execution. In order for a contract or communication to be "executed" by, and binding upon, Capsim® or any of its affiliates, the execution must be in the form of handwritten signatures in blue ink by either (a) Capsim's President or (b) two authorized Capsim representatives, one of whom must be the Director of Accounting entity being bound one of whom must be either the President or the Chief Executive Officer of such entity, on a paper copy of such contract or communication. No other action or communication, verbal, written or otherwise (including email) will be considered an execution by Capsim® or an affiliate and will not be binding on any of them.​

No Third Party Beneficiary. The Applicable Terms and Conditions shall be for the benefit of Capsim® and the Purchaser and not for the benefit of any other person. Prior courses of dealing, trade usage and verbal agreements not reduced to a writing and executed by Capsim®, to the extent they differ from, modify, add to or detract from the Applicable Terms and Conditions shall not be binding on Capsim®. Notwithstanding any contrary provision in the Purchaser's purchase order or any other communication from the Purchaser, no action by Capsim®, such as delivery or provision of goods or services or the commencement of work, will be deemed an acceptance by Capsim® of any purchase order or other communication from the Purchaser with terms different than or additional to those contained in the Applicable Terms and Conditions.

Prices and payment. All prices are subject to change without notice, except that if prices are in a written quote from Capsim® which is less than 60 days old, the quote shall be honored as stated therein. Other than purchases made by credit card or paid in advance, (i) all orders are subject to credit approval before delivery by Capsim®, and (ii) payment shall be due on the date of receipt of invoice. Overdue accounts shall bear interest at a rate equal to the lesser of one percent per month compounded monthly (annual rate of 12.68%) or the highest rate permitted by applicable law. All amounts are stated, and payments are to be made, in United States currency. If a payment is past due, Capsim® may terminate all access, services and licenses relating to anything purchased or licensed by the Purchaser, with or without notice, and the Purchaser will pay all of Capsim®’s costs of collection, including, without limitation, all court or arbitration costs and attorneys’ fees.

Taxes. All taxes, levies and duties of any nature whatsoever applicable to the purchase of Capsim® goods or services and the licensing of intellectual property from Capsim® shall be paid by the Purchaser unless the Purchaser provides Capsim® with an exemption certificate acceptable to the relevant taxing authority. Unless otherwise specified, the prices shown or quoted by Capsim® do not include any taxes, levies and duties.

Refunds. Once a good or service is activated by an end user, no refunds will be given. If a good or service has not been activated and the activation code has not been seen or accessed by any person (including the Purchaser), the Purchaser shall be entitled to request a refund, but only if Capsim® has issued an RMA and the request has been made within six months of purchase.

Ownership of technology and intellectual property. All software and other intellectual property, whether or not provided as a service, are being provided by Capsim® under license and are not being sold. No Purchaser or end user may use Capsim® intellectual property other than strictly in accordance with Capsim®’s Terms of Use. The Applicable Terms and Conditions convey no right, title, interest or license in, to or under any intellectual property, to the Purchaser or to any end user. Capsim® expressly rejects any implied license to use any of its intellectual property. Capsim® retains all right, title and interest in and to, and possession of, all of its proprietary technology and intellectual property, including but not limited to, all copyright, patent, trade secret, trademark, and other intellectual property rights associated with any ideas, concepts, methods, processes, techniques, inventions or works of authorship (including software), documentation, and any improvements thereon, developed or created by or on behalf of Capsim®. Capsim® may make or use any of its proprietary technology and intellectual property in any way, in whole or in part, even if the proprietary technology or intellectual property was originally developed expressly for use by the Purchaser.

Limited use. The Purchaser shall have no rights with respect to goods, services or intellectual property of Capsim® to, directly or indirectly, (a) download, copy, print, display, mirror, frame, publish or transmit anything except what an end user may download in accordance with Capsim®’s Terms of Use subject to any restrictions therein; (b) sell, rent, lease, loan, reproduce, distribute, license or sublicense, or otherwise transfer all or any part of such items or provide timeshare, service bureau or similar services to any other person using such items; (c) modify or translate any such item, create any derivative works or otherwise merge or utilize all or any part of such items with or into other computer programs or other materials; (d) in any manner decompile, reverse compile, reverse engineer, decode, disassemble, or otherwise attempt to derive source code from all or any part of such items; or (e) otherwise use such items other than by an end user for what is allowed by Capsim®’s Terms of Use subject to any restrictions therein. The Purchaser shall not remove or alter, or permit any person to remove or alter, any notices on, contained within or affixed to such items, or any media containing such items, regarding copyright, patent, trademark and other proprietary rights, restrictions on use and confidentiality.

Reasonable precautions. To the extent that the Purchaser resells any good, service or intellectual property of Capsim® to an end user, directly or indirectly, the Purchaser shall take reasonable precautions to ensure that (i) the transferee does not violate the Applicable Terms and Conditions, and (ii) the end user does not violate Capsim®'s Terms of Use. To the extent that the Purchaser sells, licenses or otherwise transfers or assigns (or attempts to do so) any good, service or intellectual property of Capsim® to any other party other than the end user, the Purchaser shall cause such party not to violate the Applicable Terms and Conditions and to take the same precautions and have the same liability to Capsim® under this paragraph as if such party had agreed to the Applicable Standard Terms and Conditions as the Purchaser.

Warranty and limitation of liability. Capsim® warrants each good and service to be generally free from defects in material and workmanship under normal use and service and warrants it to generally operate in accordance with its programmed instructions. No good or service is warranted to be error free. The warranty period shall be the lesser of (i) the standard length of the course taken by the end user plus six months and (ii) six months from the date of the relevant invoice (or the date of delivery if there is no invoice). This warranty extends only to the original end user and shall not extend to anyone else. Capsim®’s obligation under this warranty is limited to making the course available to the original end user within the applicable warranty period.

THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHERS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF ANY KIND, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, OR NONINFRINGEMENT. CAPSIM® MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTIES AS TO USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS.

CAPSIM® MAKES NO WARRANTY OR REPRESENTATION THAT (A) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (C) THE QUALITY OF ANY GOODS OR SERVICES, CONTENT, DATA, INFORMATION OR MATERIAL PURCHASED OR LICENSED WILL MEET THE PURCHASER'S OR THE END USER'S EXPECTATIONS; OR (D) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

TO THE FULL EXTENT PERMITTED BY LAW, CAPSIM® SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REPUTATION, REVENUE, PROFITS, PRIZES, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE), EVEN IF CAPSIM® HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (A) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED, LICENSED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (D) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE. NOR SHALL CAPSIM®'S LIABILITY ON ANY CLAIM FOR DAMAGES ARISING OUT OF OR CONNECTED WITH THE APPLICABLE STANDARD TERMS AND CONDITIONS OR THE MANUFACTURE, SALE, DELIVERY, LICENSEE OR USE OF GOODS, SERVICES, OR INTELLECTUAL PROPERTY OF CAPSIM® EXCEED THE PRICE PAID BY THE PURCHASER.

TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

Force Majeure. Neither Capsim® nor the Purchaser shall be liable for failures in performance (other than payment or refund obligations), including delay or non-shipment, resulting from acts or events beyond its reasonable control. Such acts or events shall include, but shall not be limited to, acts of God, civil or military authority, civil disturbance, fire, hurricanes, earthquakes, strikes, lockouts or slowdowns, factory or labor conditions, errors in manufacture, inability to obtain necessary labor, materials or manufacturing facilities, delayed issuance of export control licenses, or other "force majeure" events beyond the reasonable control of the non-performing party.

Assignment. The Purchaser may neither assign nor transfer its rights to anything it may have purchased or licensed from Capsim®, by operation of law or otherwise, without the prior written consent of Capsim®. Capsim®'s affiliated companies may participate in Capsim®'s performance hereunder.

Severability. If any of the terms or provisions of the Applicable Terms and Conditions shall be declared in violation of law, the remaining terms and provisions shall remain in full force and effect.

Choice of law; venue. These Standard Terms and Conditions are governed by the internal laws of the State of Illinois, without regard to its conflict of laws rules, and by applicable U.S. federal laws. All disputes or legal proceedings relating to these Standard Terms and Conditions or the use of goods, services or intellectual property of Capsim® purchased or licensed hereunder shall be brought and heard exclusively in the state or federal courts located in Cook County, Illinois, USA, and the Purchaser hereby irrevocably consents and submits to personal jurisdiction in such courts for all such disputes or legal proceedings.

Waiver. No waiver by either party of any breach of any of the Applicable Standard Terms and Conditions by the other party shall be deemed to constitute a waiver of any other breach nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy hereunder operate as a waiver thereof. A waiver given by a party hereunder shall be binding upon such party only if in writing and signed by such party.

Export control. The Purchaser agrees to comply with all applicable laws, rules and regulations and obtain all permits, licenses and authorizations or certificates that may be required in connection with its purchase or licensing of goods, services or intellectual property of Capsim®. This includes any laws, regulations, orders or other restrictions on exports from the U.S. which may be imposed from time to time by the U.S. government. The Purchaser shall not export or re-export, directly or indirectly, goods, services, data or information from Capsim® pertaining thereto to any country for which either such government or any agency thereof requires an export license or governmental approval at the time of export or re-export without first obtaining such license or approval.

YOU MUST READ THESE CAPSIM MANAGEMENT SIMULATIONS, INC. TERMS OF USE CAREFULLY. BY ACCEPTING THESE TERMS OF USE, YOU AGREE TO ALL OF THE TERMS OF THE FOLLOWING AGREEMENT. Such terms include, but are not limited to, that you agree:

  • You will not seek advice from former participants regarding strategy before or during your participation in any CAPSIM® course or competition (See Section 1.3).
  • You will not discuss the Content, Information, and/or simulations with previous and/or future participants (See Section 1.3).
  • You will not discuss the Content, Information, and/or simulations with current participants, except when explicitly permitted for participants participating as an authorized team in a course or competition (See Section 1.3).
  • You have sole responsibility for any content that you upload, post or otherwise transmit via the Website (See Section 2.2).
  • You will not use the Website in any unauthorized manner including but not limited to the unauthorized uses listed in Section 2.3.
  • You will not reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means (See Section 8.1).
  • You will not incorporate any Capsim® Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies (See Section 8.2).

1. ACCEPTANCE OF TERMS OF USE FOR THIS WEBSITE

1.1 CAPSIM MANAGEMENT SIMULATIONS, INC. ("CAPSIM®") PROVIDES THIS SOFTWARE AND WEBSITE AND SOFTWARE TO YOU AND ALL OTHER PERSONS OR ENTITIES ON WHOSE BEHALVES YOU ARE ACCEPTING THESE TERMS OF USE (COLLECTIVELY "YOU"), SUBJECT TO THESE TERMS OF USE. THESE TERMS OF USE ARE ENTERED INTO BY AND BETWEEN CAPSIM® AND YOU, AND YOU ACCEPT THEM BY: (A) PLACING AN ORDER THROUGH THIS WEBSITE; (B) USING THIS WEBSITE IN ANY OTHER MANNER; AND/OR (C) ACKNOWLEDGING AGREEMENT WITH THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, DO NOT USE THIS WEBSITE.

1.2 This software and website (collectively, "Website") includes without limitation: (a) information such as technical, contractual, product, program, pricing, marketing, and other valuable information ("Information"); and (b) content such as data, simulations, text, software, video, messages, or other materials ("Content"). Capsim® controls and operates its websites from various locations and makes no representation that this Website is appropriate or available for use in all locations. If You are using the Website on behalf of any other person or entity (e.g., if You are a professor teaching a class of students using the Website, the university that employs You), You represent and warrant that You are authorized to accept these Terms of Use on such person’s or entity’s behalf, and that such person or entity has agreed to indemnify Capsim® for Your violations of these Terms of Use. In addition to these Terms of Use and unless otherwise noted, any terms and conditions referenced by Capsim®'s Standard Terms and Conditions govern any purchases or licenses You make or enter into through the Website.

1.3 By accepting these Terms of Use, you agree that You will only participate in a Capsim® course or competition in one of three ways: (i) as a single participant ("Solo Participant"), including being a participant in a Professor Scholarship Challenge and including "demo-ing" a Capsim® product or service; (ii) as a member of a team ("Team Member") that has been explicitly authorized by the person or entity in charge of the course or competition (an "Authorized Team"); or (iii) as the agent(s) ("Instructor") of the person or entity in charge of the course or competition (typically the instructor for the course). A "Participant" is either a Sole Participant, a Team Member, or an Instructor. As a Participant, You agree that except for communications with other members of Your Authorized Term and with Your Instructor, (a) You will not seek advice from anyone else regarding Your strategy or Your inputs, (b) You will not discuss or divulge the Content, Information, and/or simulations with anyone else, and (c) You will not discuss or divulge Your strategy or Your inputs with anyone else, in each case before, during or after Your participation. As an Instructor, (a) You will only view the strategies, inputs and results of Yourself and Participants for those courses and competitions for which You have responsibility, and (b) You will only use or divulge Participants’ strategies, inputs and results in a manner consistent with applicable law and regulations, including FERPA.

2. YOUR OBLIGATIONS AND CONDUCT

2.1 In consideration of Your use of the Website, You agree to: (a) provide accurate, current, and complete information about You as may be prompted by a registration form on the Website (the "Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information You provide to Capsim®, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to Your information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website.

2.2 You are entirely responsible for all Content that You upload, post or otherwise transmit via the Website and for Your access to and use of all Participant strategies, inputs and results. You agree not to upload, post or otherwise transmit via the Website Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Capsim® or other users of the Website; (b) includes unauthorized disclosure of personal or company information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Capsim® reserves the right to edit or remove Content that violates these Terms of Use or that contains third-party commercial advertisements.

2.3 You agree that You will not use the Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Capsim® or someone else, or spoof Capsim®'s or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted to or from the Website; (d) misrepresent Your affiliation with any person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically and explicitly authorized by such users and then only in accordance with applicable law, including FERPA.

3. CONTENT SUBMITTED TO CAPSIM®

3.1 Capsim® does not claim ownership of the Content You place on the Website and shall have no obligation of any kind with respect to such Content. Unless otherwise stated herein, [or in Capsim®'s Privacy Policy], any Content You provide in connection with this Website shall be deemed to be provided on a nonconfidential basis. Capsim® shall be free to use or disseminate such Content on an unrestricted basis for any purpose, and You grant Capsim® and all other users of the Website an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish such Content (including in digital form). You represent and warrant that You have proper authorization for the worldwide transfer and processing among Capsim®, its affiliates, and third-parties of any information that You may provide on the Website.

3.2 Capsim® does not routinely monitor Content, but Capsim® and its designees reserve the right to monitor, restrict access to, edit or remove any Content that is available via the Website.

4. CAPSIM® E-MAIL

Capsim® will attempt to deliver all of the e-mail that is addressed to Your e-mail address on the Website. However, the nature of e-mail is such that Capsim® cannot guarantee delivery of such e-mail. You may not try to access Your Capsim® e-mail account using any method other than method(s) the Capsim® provides. Your use of the Capsim® e-mail service must be in accordance with any policies imposed by Capsim® and by applicable law, including applicable export and re-export control laws and regulations. In connection with Your use of the Capsim® e-mail service, Capsim® may send You service announcements, administrative messages, and other information. You may opt out of some of those communications.

In order to use Your Capsim® e-mail service, You will need an account that is protected by Your password. You will not share Your password with anyone, and if You learn that Your password has been compromised, You will immediately notify Capsim®. If Capsim® receives one or more notices of alleged copyright infringement relating to Your use of Your Capsim® e-mail account, Capsim® will follow the process set out in the U.S. Digital Millennium Copyright Act and may, in its sole discretion, terminate Your account at any time. Capsim® may change or modify terms of Your use of the Capsim® e-mail service at any time. It may add or remove features at any time, may suspend or stop all or part of e-mail services at any time, and add or create new usage limits at any time.

If You are using the Capsim® e-mail services for business purposes, Your business accepts these terms and will hold harmless and indemnify Capsim® and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to Your use of the e-mail services or violation of these Terms of Use, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

5. OFFICIAL RULES GOVERNING CAPSIM® PROFESSOR SCHOLARSHIP CHALLENGES

If You are registering for an account in connection with one of Capsim®'s Professor Scholarship Challenges (a "Challenge"), the following additional Terms of Use also apply.

5.1 Any educator who, at the time of registration, is 18 years of age or older and is a professor, assistant professor, associate professor or equivalent, teaching at a university, college or other educational institution located in North America (an "Eligible Educator") is eligible to register to participate in a Challenge, provided that employees of Capsim® and its owners, parent companies, affiliates, subsidiaries, franchisees, representatives, agents, advertising, promotion and production agencies and their immediate family members (i.e., spouse, parent, child, and siblings, including step-parents, step-children, and step-siblings) and persons living in the same household of each are not eligible to participate in any Challenge.

5.2 Eligible Educators are allowed to register only one time per Challenge. If it is discovered that an Eligible Educator has registered or attempted to register more than once for a single Challenge using multiple e-mail addresses, accounts or multiple identities, all of that Eligible Educator's entries for that Challenge will be declared null and void.

5.3 Capsim® will provide Eligible Educators whose registrations have been accepted ("Participating Educators") with online classes that teach Capsim®'s simulations. Participating Educators will then be pitted against one another in two separate sets of competitions (the Capstone Business Simulation Competition and the Comp-XM Basix Competition) to generate the highest score within each of the two Challenges.

5.4 Capsim® reserves the right, in its sole and absolute discretion, to disqualify any Participating Educator from a Challenge in the event that such Participating Educator: (i) fails to comply with any portion of these Terms of Use, (ii) is found to be acting in an inappropriate, disruptive or unsportsmanlike manner or with the intent to abuse, threaten, or harass any other Participating Educator; (iii) deliberately attempts to undermine the legitimate operation of the Challenge; or (iv) commits fraud or misconduct that affects the integrity of the Challenge.

5.5 One winner will be declared for each Comp-XM Basix Competition Challenge and one winner will be declared for each Capstone Business Simulation Competition Challenge. Each winner shall be selected based upon generating the highest score in that Challenge. Capsim® shall make a donation to the university, college or other educational institution that employs each winner, in honor of that winner, in an amount announced prior to the Challenge. Any such foregoing prize shall be non-assignable and non-transferable, no substitution shall be permitted, and no alternative prizes shall be available. Any winner accepts any and all responsibility, if any, for all federal, state and local taxes and fees in connection with winning a Challenge.

5.6 Potential winners will be informed by email or by telephone and will be given instructions on how to claim the prize at such time. Potential winners will be deemed to be the authorized account holder of the e-mail address submitted at the time of registration. Prior to being declared a winner and as a condition to receiving a prize, each potential winner will be required to execute and return an affidavit of eligibility and a liability and publicity release. In the event that a potential winner fails to execute and return said requested documents within 10 calendar days of attempted delivery of the same, the prize will be forfeited, and Capsim® may, but is not obligated to, declare a substitute winner. In the event that a potential winner fails to comply with any term or condition of these Terms of Use; is deemed ineligible; or is otherwise unable to take a prize for any reason, the prize will be forfeited, and Capsim® may, but is not obligated to, declare a substitute winner based upon the next-highest score or scores within a Challenge. Winners will be announced on Capsim®'s website, www.Capsim.com, within 30 days after the end of the applicable Challenge.

5.7 Capsim® is not responsible and disclaims any and all liability for the following: (i) late, lost, delayed, damaged, deleted, incomplete, illegible, unintelligible, garbled, incorrect or misdirected registrations or transmissions, whether caused by computer error or otherwise; (ii) telephone, electronic, hardware or software program, network, Internet, or computer malfunctions, failures, or difficulties of any kind; (iii) data corruption, theft, destruction, unauthorized access to or alteration of registration or other Challenge materials; (iv) any condition caused by events beyond the control of Capsim® that may cause a Challenge to be disrupted or corrupted; or (v) any injuries, losses, or damages of any kind arising in connection with or as a result of a prize, or acceptance, possession, or use of a prize, or from participation in a Challenge.

5.8 Each Eligible Educator that submits a registration for a Challenge (a "Registrant") agrees: (i) to waive any rights to claim ambiguity with respect to the Terms of Use; (ii) to waive all of his or her rights to bring any claim, action or proceeding against Capsim®, its directors, employees, officers, agents and designees in connection with such Challenge; (iii) to grant to Capsim® the world-wide perpetual right to use his or her name, biographical information and likeness for the purposes of promotion and publicity relating to such Challenge; and (iv) to forever and irrevocably agree to release, defend, indemnify and hold harmless Capsim®, its directors, employees, officers, agents and designees from any and all claims, lawsuits, judgments, causes of action, proceedings, demands, fines, penalties, liability costs and expenses (including reasonable attorneys’ fees) that may arise in connection with: (a) late, lost, delayed, damaged, deleted, incomplete, illegible, unintelligible, garbled, incorrect or misdirected registrations or transmissions, whether caused by computer error or otherwise; (b) telephone, electronic, hardware or software program, network, Internet, or computer malfunctions, failures, or difficulties of any kind; (c) data corruption, theft, destruction, unauthorized access to or alteration of registration or other Challenge materials; (d) any injuries, losses, or damages of any kind arising in connection with or as a result of a prize, or acceptance, possession, or use of a prize, or from participation in such Challenge; (e) the collection, use and/or sharing of such Registrant's personally identifiable information by Capsim®, its directors, employees, officers, agents or designees; or (f) the negligence or willful misconduct by any other Registrant.

5.9 Capsim® reserves the right to suspend, cancel or modify a Challenge at any time in its sole and absolute discretion and for any reason or no reason.

6. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS

Capsim® may provide notice to You via email, regular mail, or posting notices or links to notices on the Website. Capsim® reserves the right at any time to modify, suspend or terminate Your ability to participate on the Website (or any part thereof), and/or Your use of or access to the Website, with or without notice. Capsim® may also delete, or bar access to or use of, all related Information and files. Capsim® will not be liable to You or any third-party for any modification, suspension, or termination of Your ability to participate or otherwise access or use the Website, or loss of related information. Capsim® may amend these Terms of Use at any time by posting the amended terms on this Website.

7. CONTENT PROVIDED VIA LINKS

You may find links to other Internet sites or resources on the Website. You acknowledge and agree that Capsim® is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Capsim® will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Except as expressly authorized by Capsim® or by Content providers, You agree that You have no rights with respect to goods, services or intellectual property of Capsim® or others to, directly or indirectly, (a) download, copy, print, display, mirror, frame, publish or transmit anything except what You may download ("Downloaded Items") in accordance with these Terms of Use; (b) sell, rent, lease, loan, reproduce, distribute, license or sublicense, or otherwise transfer all or any part of any Downloaded Items or provide timeshare, service bureau or similar services to any other person using Downloaded Items; (c) modify or translate any Downloaded Items, create any derivative works or otherwise merge or utilize all or any part of Downloaded Items with or into other computer programs or other materials; (d) in any manner decompile, reverse compile, reverse engineer, decode, disassemble, or otherwise attempt to derive source code from all or any part of Downloaded Items; or (e) otherwise use Downloaded Items other than in accordance with these Terms of Use.

8.2 "Capsim® Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Capsim® uses in connection with its products and services. You may not remove or alter any Capsim® Trademarks, or co-brand your own products or material with Capsim® Trademarks, without Capsim®'s prior written consent. You acknowledge Capsim®'s rights in Capsim® Trademarks and agree that any use of Capsim® Trademarks by You shall inure to Capsim®'s sole benefit. You agree not to incorporate any Capsim® Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.

8.3 Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by Capsim® on the Website provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., "Used with permission") is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of the terms or conditions in this Section 7.3 or your participation on the Website is terminates for any reason. Upon termination, You must immediately destroy any downloaded and/or printed Content.

9. DISCLAIMER OF WARRANTIES

9.1 YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE SOFTWARE, INFORMATION, SERVICES AND CONTENT (AS DEFINED IN SECTION 1.2) IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. CAPSIM® DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. CAPSIM® MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE.

9.2 YOU AGREE THAT CAPSIM® MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (C) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (D) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

9.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

10. LIMITATION OF LIABILITY

10.1 TO THE FULL EXTENT PERMITTED BY LAW, CAPSIM® IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REPUTATION, REVENUE, PROFITS, PRIZES, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF CAPSIM® HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (A) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED, LICENSED, OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (D) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.

10.2 TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

11. CHOICE OF LAW; VENUE

These Terms and Conditions are governed by the internal laws of the State of Illinois, without regard to its conflict of laws rules, and by applicable U.S. federal laws. All disputes or legal proceedings relating to these Terms of Use shall be brought and heard exclusively in the state or federal courts located in Cook County, Illinois, USA, and You hereby irrevocably consent and submit to personal jurisdiction in such courts for all such disputes or legal proceedings.

Capsim's Privacy Policy applies to all visitors to this website and to anyone who uses Capsim's products or services through this website ("you" and "your").

This Privacy Policy applies to Capsim's collection, use, storage, processing, transmission and transfer of your information, as well as creation of information pertaining to you, whether online and offline.

Capsim may update, revise, modify or amend this Privacy Policy at any time. You should check this page periodically for updates, revisions, modifications or amendments. The last change to this Privacy Policy was on the date that appears on the bottom of this Privacy Policy.

Definitions

As used in this Privacy Policy, the following terms have the following meanings:

"Financial Information" means Personal Information of a financial nature, such as your credit card number.

"Other Business Parties" means parties other than you that contract with Capsim either to provide products and services to Capsim in connection with products or services that Capsim provides to you or that engage Capsim to assist in its provision of products or services to you (e.g., your university or your employer). Other Business Parties may include your fellow students or employees.

"Personal Information" means information about you that Capsim collects from you that may be used, alone or in combination with other information, to identify you as a specific individual.

"Unrelated Parties" means persons or entities other than you, Capsim, or Other Business Parties.

Information Collected

Capsim collects information from you whenever you visit or use the website, some of which you provide voluntarily and some of which is collected automatically. In addition, Capsim may receive information about you from Other Business Parties. The information that you provide to Capsim includes your responses, decisions, and other actions as you participate in and complete simulations.

Capsim's Use of Your Personal Information

Capsim does not sell, rent or lease your Personal Information to others. Capsim does not share your Personal Information with anyone other than Other Business Parties.

Capsim may collect, use, and disclose Personal Information for the following purposes:

  • to determine your eligibility for Capsim products and services
  • to provide you requested Capsim products and services
  • to respond to your inquiries and provide you customer support
  • to foster communication and collaboration among you, Capsim and Other Business Parties, including informing you about opportunities to participate in Capsim's Challenges
  • to analyze how Capsim's website, products and services are being accessed and used
  • to improve Capsim’s website performance and delivery and to improve Capsim’s products and services, including training and quality assurance
  • to prevent misuse of Capsim’s websites and apps by you or others
  • to record and analyze your academic performance, results, outcomes and preferences
  • to obtain and process payment for Capsim products and services
  • to maintain business records
  • to enforce Capsim’s Terms of Use and Terms and Conditions
  • as may be required or permitted by legal, regulatory, industry self-regulatory, insurance, audit, or security requirements applicable to you, Capsim or any Other Business Party

Financial Information

Your Financial Information will be used to provide requested products and services, to analyze operational and business results, to analyze risk, and to conclude a transaction between you and either Capsim or an Other Business Party. It will not be sold, rented, or otherwise transferred to anyone for any other purpose. Capsim uses the services of a third-party service provider to process credit card payments. Therefore, Capsim itself will not have access to you credit card information. In addition, the third party service provider has agreed that it only uses your [personally identifiable] credit card information to process your payments.

Student Education Records

If you are using Capsim products or services in your capacity as a student of an Other Business Party that is subject to the U.S. federal Family Educational Rights and Privacy Act (FERPA) (“Covered Educational Institution”), to the extent that your Personal Information is an “education record” under FERPA, it will be subject to FERPA. If you want to assert your rights under FERPA, you should contact your Covered Educational Institution

Jurisdiction

Capsim operates its business in the United States of America, and you acknowledge and agree that Capsim’s collection, use, storage, processing, transmission and transfer of your Personal Information will governed by U.S. law and not the law of any other jurisdiction.

Opt-Out

If you do not wish to receive marketing email communications from Capsim, you may notify Capsim at the place indicated on the email.

If you do not wish to receive marketing telephone calls or mailings from Capsim, you may opt out by sending an email to receive@capsim.com. Opting-out will only remove you from Capsim’s list and not from anyone else’s.

Security Measures

Capsim takes commercially reasonable steps to secure your Personal Information to protect against its loss, misuse, and alteration. Unfortunately, no data transmission over the internet can be guaranteed to be completely secure. As a result, Capsim cannot guarantee you against the loss, misuse, or alteration of your Personal Information, and you provide information to Capsim at your own risk.

Internet Technologies Used

Cookies, web beacons, and other relevant internet technologies are used on the website. They reside in your computer and browser and can be removed. If you desire to remove such technologies you may do so, but this may render the website unusable by you.

Other Websites

Capsim’s website may contain links to other websites. Some of them may collect your Personal Information and may apply their own policies on how your Personal Information is used. Please read all applicable policies of all websites you visit. Capsim is not responsible for the privacy practices of anyone else’s website(s).

Questions

If you have any questions, please contact Capsim’s Director of Accounting and Administration at receive@capsim.com

Last revised: March 28, 2014