We provide a membership portal which we call our Base Camp (“Base Camp”).  Base Camp provides a library of training, materials, tools, and references to help implement EOS® purely and is located at https://bc.eosworldwide.com and through related Base Camp applications and services. 

These Base Camp Membership Terms and Conditions are incorporated by reference into the EOS Worldwide General Terms of Use (“General Terms“).   The General Terms (as supplemented by these Base Camp Membership Terms and Conditions (collectively defined as our “Terms and Conditions”) govern your access, use and memberships to Base Camp, and as a result, you should read these Base Camp Membership Terms and Conditions and the General Terms carefully before accessing or using Base Camp. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the General Terms.

1. Your Access to and Use of Base Camp.

   1. Access to Base Camp.  Base Camp provides a library of training, materials, tools, and references to help implement EOS® purely.  EOS Implementers are provided access to Base Camp pursuant to their respective EOS Worldwide franchise agreements.  In addition, we provide individual memberships to Base Camp to help individuals and organizations implement and operate on EOS within their own companies. Base Camp is provided on a limited access basis, meaning access to certain features or sections of Base Camp may be limited to specific users. For example, franchisee portals within Base Camp (e.g., the Implementer Dojo) may not be available to other Base Camp members.  There is nothing in our Terms and Conditions that limits our ability to restrict access to Base Camp, which we may do in our sole discretion.

   2. EOS Implementation. You are not permitted to use or redistribute any Content for any commercial purposes outside of your own business, including, to implement, teach, or coach EOS with or for any third parties for commercial purposes, unless otherwise expressly permitted by us.  The foregoing is not intended to limit your ability to speak to or raise awareness about EOS or its concepts in a fair use type manner and not for commercial purposes.  In no event may any person impersonate a licensed EOS Implementer or misrepresent any affiliation with EOS Worldwide. 

   3. Membership Fees. We may offer one or more membership programs through Base Camp. The pricing for any such membership program, as well as any other conditions and limitations, which will be disclosed when you sign up, or in other communications made available to you. For more information on Base Camp, please visit https://www.eosworldwide.com/base-camp-overview. 

   4. Business Accounts. 

      1. Memberships may be available on both an individual basis or grouped together or designated as Business Accounts.  In addition to our Terms and Conditions, Business Accounts may be subject to the terms and conditions set forth in a separate order form signed by EOS Worldwide.  In the event of a conflict between an order form signed by EOS Worldwide and our Terms and Conditions, the terms and conditions of the order form signed by EOS Worldwide will prevail.  Subject to the foregoing, all order forms for Base Camp memberships will be subject to our Terms and Conditions and will include, at a minimum: (A) the number of authorized users for your Business Account; and (B) your applicable pricing.  As a Business Account holder, you are responsible and liable for all uses of Base Camp through access provided by you, directly or indirectly. Specifically, and without limiting the generality of the foregoing, you are responsible and liable for all actions and failures to take required actions with respect to Base Camp by your authorized users or by any other person or entity granted access to or use of Base Camp in connection with your Business Account, whether such access or use is permitted by or in violation of our Terms and Conditions. 

      2. Business Accounts may be controlled or administered by one or more account owners or administrators to help manage the Business Account.  We are entitled to rely on communications from any account owner or administrator when servicing your Business Account. If a person within your Business Account requests a change to the account owner or administrator, we will attempt to contact the account owner for consent, but to the extent that the account owner does not respond to our communications, we will transfer the Business Account owner based on our internal verification methods.

      3. If you are or become a user of a Business Account, any content, information, or data you create, submit or upload through Base Camp will be subject to control by the applicable Business Account owner(s) and administrator(s) of that account, and may be visible by other users of that Business Account. Business Account owners and administrators may designate other users for that account from time to time. 

   5. Membership.

      1. Base Camp memberships automatically renew (“Recurring Membership”), and therefore will continue until terminated. To access Base Camp, you must have Internet access and provide us when prompted with your credit or debit card information, or other current, valid method of payment, as accepted by EOS Worldwide from time-to-time (your “Payment Method“).   By providing your Payment Method, you authorize us, our affiliates, or our third-party payment processor to maintain your account information and to charge your Payment Method for all applicable fees, including those for your Recurring Membership upon renewal or continuation with no further action required by you, and you further represent that any payment information that you provide is true, accurate and complete in all respects.  If your Payment Method cannot be authorized or is otherwise in error, due to expiration, insufficient funds, or otherwise, we may suspend or cancel your membership.  In the event of such failure of your Payment Method, we may take reasonable steps to retry your Payment Method.  We may contact you to reconfirm or update your Payment Method.  For some Payment Methods, the issuer may charge you certain fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details. We are not responsible for any fees that you may incur when charging or retrying your Payment Method, including, but not limited to, foreign transaction fees or overdraft fees.  You must cancel your membership before your next billing date in order to avoid billing of the membership fees for the next billing cycle to your Payment Method. You can update your Payment Method by logging into your account. We may also update your Payment Method using information provided by our third-party payment processor. Following any update, you authorize us, our affiliates, or our third-party payment processor to continue to charge the applicable Payment Method(s). You remain responsible for any uncollected amounts.

      2. If you upgrade your paid service or add additional users to a Business Account, your fee will be increased for future billing cycles, and may be pro-rated as necessary. If you downgrade a paid service in the middle of a billing cycle, you will not receive a refund for that billing cycle, but future fees will be decreased accordingly. Downgrading your service level may result in the loss of content and features. We will not be liable for any such loss. 

   6. Fees.   All fees for Base Camp are based on memberships purchased and not on actual usage, are fully earned upon payment, and are non-refundable unless otherwise provided in our Terms and Conditions.  Unless otherwise specified by us, all Base Camp memberships are purchased on a per person basis and may be accessed by no more than the specified number of persons permitted.  Only one member is permitted per individual account. Additional members may be added at our then-current rates, or the rates specified on an order form, if different.  Memberships are for individual designated members only and cannot be shared or used by more than one user, but may be reassigned to new users within your organization replacing former users who no longer require ongoing use of Base Camp; however, access may be limited based on factors we deem appropriate. If you exceed your permitted usage, you will pay for excess usage in accordance with our Terms and Conditions and any then-current applicable order form. Unless otherwise expressly stated, all fees are is in United States dollars, and are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature. We may modify our subscription fees effective prospectively upon reasonable notice to the extent allowed by applicable law. In some cases, your recurring payment date may change, for example, if your regular payment date falls on a non-business day, we may charge you on the next business day, or if your Payment Method has not successfully settled, or if your paid subscription began on a day not contained in a given period. We may authorize your Payment Method in anticipation of membership or service-related charges through various methods, including authorizing it up to approximately one month of service as soon as you register.  Upon termination of your membership for any reason, you must immediately pay all unpaid fees and other amounts due and owing under our Terms and Conditions.

   7. Taxes. The fees for the Base Camp membership that you purchase and any other charges you may incur in connection with your use of Base Camp, such as taxes and possible transaction fees, will be charged to your Payment Method in advance on the specific payment date for your account or at such other times as we determine in accordance with our Terms and Conditions. You remain responsible for paying all taxes associated with your use or purchase of Base Camp, even if not invoiced by us, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. You are also solely responsible for withholding taxes as required under applicable law on any and all payments made to us, and remitting in a timely manner all such taxes withheld to the appropriate taxing authority in each respective jurisdiction. In furtherance of the foregoing obligations, all fees shall be paid: (1) free and clear of any currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be your sole responsibility; (ii) without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by applicable law); and (iii) gross of any taxes (including any withholding tax) where such that the fees payable by you shall be “grossed up” accordingly to ensure that we receive the same total amount that we would have received if no such withholding had been required (taking into account any and all applicable taxes (including any taxes imposed on the grossed-up payment).

   8. Cancellation. You can cancel a Base Camp membership at any time. To cancel, go to your account on https://bc.eosworldwide.com and follow the instructions for cancellation. As a reminder, all payments are nonrefundable, unless otherwise provided in our Terms and Conditions. There are no refunds or credits for partially used membership periods. Following any cancellation request, you will continue to have access to your membership through the end of your current billing period.

   9. Term and Termination. We may discontinue furnishing Base Camp at any time, without any obligation to you; provided, however, that we will endeavor to give you as much advance notice as is reasonably practicable under the circumstances.  Upon termination for any reason, you will lose the right to access or use Base Camp; however, your obligations in connection with your Base Camp membership prior to such termination, as well as any other provisions in our Terms and Conditions which, by their nature, would reasonably be expected to survive such termination, will survive termination.  Upon termination of your membership for any reason, we will have no obligation to maintain your account or to retain or forward any data to you or any third party, unless and except as required by applicable law. 

   10. Free Trials.  We may, in our sole discretion, offer Base Camp memberships with a free trial for a limited period of time (“Free Trial”).  You may be required to provide your Payment Method in order to sign up for a Free Trial. If you do provide your Payment Method when signing up for a Free Trial, you will not be charged until the Free Trial has expired. On the last day of the Free Trial period, unless you cancel your membership, you will be automatically charged the applicable membership fees for your subscription.  At any time and without notice, we reserve the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

   11. Offers and Credits. We may offer a number of membership programs. We may also from time-to-time offer other special promotional offers, plans, memberships, or subscriptions (“Offers”). Offer eligibility is determined by EOS Worldwide in its sole discretion and we reserve the right to revoke an Offer and put your account on hold if we determine that you are not eligible for a particular Offer. Members of Businesses with an existing or recent Base Camp membership may not be eligible for certain introductory Offers. We may use information such as device ID, method of payment or an account email address used with an existing or recent Base Camp membership to determine Offer eligibility. The eligibility requirements and other limitations and conditions will be disclosed when you sign up for the Offer or in other communications made available to you. We may also provide a refund, discount, or other consideration to some or all of our members (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

   12. Base Camp and Documentation. Subject to your compliance with our Terms and Conditions, we grant you a limited, non-exclusive, non-transferable and revocable right to access and use: (i) Base Camp solely for your own personal and internal non-commercial purposes; and (ii) any manuals, instructions, or other documents or materials that we provide to you that describe or relate to the EOS Web Properties or Base Camp, which may include information we provide on our website or otherwise at sign-up or through on-boarding, including that provided in applicable frequently asked questions sections, in each case as updated from time to time (collectively, “Documentation”).  Nothing in our Terms and Conditions grants any right, title, or interest in or to (including any license under) any intellectual property rights in or relating to, Base Camp, our Documentation, or any other EOS Web Property or any third-party materials, whether expressly, by implication, estoppel, or otherwise. As a licensee, you only have the right to access and use Base Camp, but you do not own Base Camp or any of the EOS Web Properties, which are and remain, as between you and us, our sole property. All rights that are not expressly granted to you in our Terms and Conditions are expressly reserved.  Trademarks and logos used in connection with the EOS Web Properties, including Base Camp, or any Documentation are the trademarks of their respective owners.  EOS, Base Camp, and other EOS trademarks, service marks, graphics and logos used for our services are trademarks or registered trademarks of EOS Worldwide.

   13. Changes; Suspension of Access. We may make changes or other updates to Base Camp as we deem necessary or useful, with or without notice to you. If applicable, you will install all updates as soon as practicable after receipt. If you do not timely install updates, as applicable, Base Camp features may not operate properly, efficiently, or otherwise effectively.   We may also suspend, terminate, or otherwise discontinue your access to or use of all or any part of Base Camp if we believe that you have breached our Terms and Conditions or applicable law, are misusing the EOS Web Properties, or for other reasons we deem relevant, without incurring any resulting obligation or liability.

2. Your Use of Base Camp.  

   1. Generally. In order to use Base Camp, your computer hardware, software and data communication and connectivity must meet certain minimum requirements. You will be solely responsible for obtaining and maintaining, at your sole cost and expense, all hardware, software and data communication and connectivity required to connect to Base Camp or any other EOS Web Property. If you fail or are unable to do so, then you may be unable to access Base Camp or any other EOS Web Property, and Base Camp and such other EOS Web Properties, may not operate properly, efficiently, or otherwise effectively.  

   2. Downloadable Content.  For the avoidance of any doubt, without limiting any other term or condition herein, you may only download Content that is either identified as downloadable content or that we expressly permit you to download, and in any case, only for your personal and internal non-commercial use.  This includes tools, videos, audio clips, or similar content available within Base Camp.

3. Data.

   1. Limited License.  In addition to any licenses you grant us in our General Terms, you grant us a limited, non-exclusive right and license to use your Business Data (as defined in Section 7(a) of the General Terms of Use) or other materials that you submit, upload, store or otherwise use or process on, through or in connection with your use of Base Camp (“Customer Data”) to (i) assist in the provision of Base Campand the right to disclose such Customer Data to third-party service providers to operate Base Camp; and (ii) to create Aggregated Data (as defined in Section 7(a) of the General Terms of Use). For the avoidance of doubt, you acknowledge and agree that we may use any and all Aggregated Data in any manner whatsoever in our sole discretion, subject to compliance with applicable laws and our Terms and Conditions.

   2. Your Data Security. You will use commercially reasonable measures to: (i) protect against any unauthorized access to or use of Base Camp; and (ii) control the content and use of data submitted, accessed, downloaded, stored, or otherwise used or processed by you on, through or in connection with Base Camp. Except as and to the extent expressly set forth in our Terms and Conditions, we will not have any obligation or liability to you or any third party for any loss, alteration, destruction, damage, corruption, or recovery of any data or information submitted, downloaded, stored, or otherwise used or processed within Base Camp.

   3. Customer Data.   We: (i) will maintain appropriate administrative, physical, and technical measures designed to protect the security and confidentiality of Customer Data against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties; and (ii) have commercially reasonable measures in place designed to protect the security and confidentiality of Customer Data.  While we provide reasonable precautions to protect your information, we do not and cannot guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions are free from delay, interruption, interception, or error. We will review our information security policies at planned intervals or if significant changes occur to help ensure their continuing suitability, adequacy, and effectiveness and our compliance with applicable laws. Please also see Section 17 of the General Terms for additional information and terms regarding the maintenance of your data, and your rights to submit deletion requests.

   4. Feedback. We and our affiliates are free to use any Submissions (see Section 23 of the General Terms) that you may send to us in connection with Base Camp (including in connection with any Beta Services and including responses to questionnaires or through postings to Base Camp), worldwide and in perpetuity without any restrictions and without any further compensation, acknowledgement or payment to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving Base Camp.

4. IP Indemnity. If a third party should allege that Base Camp or your permitted use of Base Camp infringes any such third party’s personal, contractual, or proprietary rights, including any patent, copyright, trade secret, trademark, right of privacy, right of publicity, or other intellectual property right (each, an “IP Claim”), and such IP Claim results in an injunction or final judgment that prohibits your use of Base Camp, or if we reasonably believe that use of Base Camp may result in an IP Claim, then we will have the right, at our election, to: (i) procure for you the right to continue using Base Camp; (ii) replace or modify Base Camp to be non-infringing; or (iii) terminate your subscription to Base Camp. If we terminate your subscription based on the foregoing, we will refund any prepaid, unused fees. We have sole discretion to take whatever action we deem appropriate. The foregoing is your sole remedy, and our sole responsibility, in the event of an IP Claim. In the event any such third party should notify you that EOS One or your permitted use of EOS One infringes a third party’s personal, contractual, or proprietary rights, you must notify us immediately in writing via email to [email protected]. EOS Worldwide reserves all rights not expressly granted to you in this section and in furtherance of its resolution of any IP Claim.