Last Modified: August 1, 2018
- “Authorized Users” of CO.STARTERS programs means (1) all employees, instructors or certified facilitators of Member who require access to CO.STARTERS programs and materials in support of their duties and (2) all enrolled students or participants in Member’s business development programs who pay Member a Program Fee (defined below) to be a part of a CO.STARTERS program.
- “STARTERS Programs” means any of a range of offerings from CO.STARTERS, including but not limited to the 9-Week Curriculum (Core, Urban, Rural, or Causes), Introductory Programs (Get Started Workshop, 30/60/90 Roadmap), CO.STARTERS Generator, selected by you on the separate Membership Agreement you agree to with us.
- “Member” means the individual, company or organization joinging the CO.STARTERS Community and gaining access to CO.STARTERS programs.
- “Site” means the physical location site(s) operated by Member where the CO.STARTERS programs will be offered.
- “Purchasing Portal” means the online purchasing portal where Member orders binders and other CO.STARTERS materials for its Authorized Users. Access to the Purchasing Portal is protected through a username and password unique to each Member.
License of CO.STARTERS Programs.
Use of Programs; Minimum Program Fee; Authorized Users.
- The CO.STARTERS 9-Week Program (Core, Urban, Rural, Causes) may be used by the Member only at the Site(s) identified in the Membership Agreement with us. If you add additional Sites during the Membership Term (defined below), you agree to promptly notify us in writing by email at [email protected]. Member and CO.STARTERS will enter into an Addendum to the Membership Agreement to reflect additional Sites.
- Member agrees to charge a minimum $50 program course fee (“Program Fee“) to students enrolled in its business development programs utilizing the CO.STARTERS 9-Week Program (Core, Urban, Rural, Causes). Such Program Fee shall include a copy of the CO.STARTERS Curriculum binder for each student’s personal use.
- Member agrees to charge the proscribed minimum fee for other CO.STARTERS programs as outlined in the onboarding materials.
- Member will not provide access to CO.STARTERS programs to persons who are not Authorized Users under this Agreement, and shall use commercially reasonable efforts to prevent the use of CO.STARTERS programs by persons who are not Authorized Users.
Training and Support Services.
Training on CO.STARTERS programs is required for all facilitators of Member teaching or leading CO.STARTERS programs. CO.STARTERS will provide trainings to Member (the “Training Session“) on an as-needed basis, as Member adds new facilitators, programs, and/or Sites.
Standard Training: The Standard Training Session will consist of (i) a three (3) hour strategy video conference call with Member to prepare for the community training, (ii) a twelve (12) hour community training session over two days at Member’s Site or CO.STARTERS’ offices, at Member’s option. Member agrees to pay CO.STARTERS a training fee (the “Training Fee“), as set forth on the separate Membership Agreement, due and payable prior to each Training Session. This Training Fee includes delivery of a binder for each training participant. If CO.STARTERS conducts the twelve (12) hour community training session at Member’s Site, Member agrees to reimburse CO.STARTERS for all reasonable travel expenses incurred by CO.STARTERS trainers during that portion of the Training Session, including airfare, lodging, vehicle rental, ground transportation, and meals. Member shall have at least four (4) participants for each Training Session and no more than fifteen (15), unless otherwise agreed to by CO.STARTERS. CO.STARTERS must consent to and approve new facilitators following completion of the Training Session, provided such approval shall not be unreasonably withheld by CO.STARTERS.
Crossover Trainings: The Crossover Training Sessions will consist of a two (2) hour video conference call with Member’s certified facilitator to equip them with additional programs. Crossover trainings are required for Members to add new program offerings. Only certified facilitators may take part in a Crossover Training. Member agrees to pay CO.STARTERS a training fee (the “Training Fee“) as set forth on the separate Membership Agreement, due and payable prior to each Training Session. This Training Fee includes delivery of a binder or relevant materials for each training participant.
Lite Training (Introductory Programs): The Training Session will consist of (i) a one (1) hour strategy video conference call with Member to prepare for the training, (ii) a thirty (30) minute meet the trainer call, and (iii) a five (5) hour training session at CO.STARTERS’ offices. Member agrees to pay CO.STARTERS a training fee (the “Training Fee“) as set forth on the separate Membership Agreement, due and payable prior to each Training Session. Member is responsible for covering all travel expenses incurred by participants coming to the Training Session, including airfare, lodging, vehicle rental, ground transportation, and meals. CO.STARTERS must consent to and approve new facilitators following completion of the Training Session, provided such approval shall not be unreasonably withheld by CO.STARTERS.
Lite Training (Generator): The Training Session will consist of (i) a one (1) hour strategy video conference call with Member to prepare for the training, (ii) a thirty (30) minute meet the trainer call, and (iii) a five (5) hour training session at Member’s Site or CO.STARTERS’ offices, at Member’s option. For trainings at CO.STARTERS’s offices, Member agrees to pay CO.STARTERS a training fee (the “Training Fee“) as set forth on the separate Membership Agreement, due and payable prior to each Training Session. This Training Fee includes delivery of a binder for each training participant. Member is responsible for covering all travel expenses incurred by participants coming to the Training Session at CO.STARTERS offices, including airfare, lodging, vehicle rental, ground transportation, and meals. For trainings at Member’s Site, Member agrees to pay CO.STARTERS a training fee (the “Training Fee“) as set forth on the separate Membership Agreement, due and payable prior to each Training Session. This Training Fee includes delivery of a binder for each training participant. If CO.STARTERS conducts the five (5) hour training session at Member’s Site, Member agrees to reimburse CO.STARTERS for all reasonable travel expenses incurred by CO.STARTERS trainers during that portion of the Training Session, including airfare, lodging, vehicle rental, ground transportation, and meals. Member shall have at least four (4) participants for each Training Session at its Site and no more than fifteen (15), unless otherwise agreed to by CO.STARTERS. CO.STARTERS must consent to and approve new facilitators following completion of the Training Session, provided such approval shall not be unreasonably withheld by CO.STARTERS.
Fees Payable to CO.STARTERS for Purchase of Materials; Membership Fees and Term.
- Member shall pay CO.STARTERS an annual membership fee (the “Membership Fee“), as set forth on the separate Membership Agreement between Member and CO.STARTERS. The total Membership Fee is determined by the number of Sites of Member and other factors. The Membership Fee shall be due and payable each year, upon renewal or execution of the Membership Agreement.
- The Membership Agreement between Member and CO.STARTERS will commence upon the last date signed by both the parties and shall continue for a period of one (1) year (the “Initial Term“). The Membership Agreement will renew upon the same terms and conditions for additional one (1) year terms (each, a “Renewal Term“) unless either party provides written notice at least thirty (30) days prior to the end of the then-current Membership Term. The Initial Term and any Renewal Terms are collectively and individually referred to as the “Membership Term.”
- If Member adds a Site during the Membership Term, Member agrees promptly notify CO.STARTERS of the new Site and to pay CO.STARTERS a pro-rated Membership Fee for that Site for the remainder of the then-current Membership Term. Member and CO.STARTERS will execute an addendum to the Membership Agreement setting forth the additional Site(s) and any other terms or conditions.
- Member agrees to purchase binders and other CO.STARTERS materials through the Purchasing Portal on an ongoing, as-needed basis to supply each enrolled student or program participant with the appropriate materials. CO.STARTERS provides Members with a unique login and password to access the CO.STARTERS Purchasing Portal.
- All payments conducted through the Website are handled and transacted through third party dedicated gateways to guarantee Members protection. CO.STARTERS does not store card information and all card information is handled over SSL encryption through a third party merchant. Member is responsible for reading and agreeing to the terms and conditions for the payment gateway for the transaction. The third party merchant is responsible for the purchasing transactions related to the sale of binders and other CO.STARTERS materials.
Adjustment of Fees and Product.
From time to time, CO.STARTERS may revise its prices for binders or other CO.STARTERS materials and may add or delete available products or offerings. Any such changes to pricing or products shall be effective upon Member’s purchase of such materials and products from the Website.
Sharing of Information; Data Collection.
During the Membership Term, Member shall provide CO.STARTERS with data on Authorized Users that participate in Members business development programs and use CO.STARTERS programs. Such data includes, at a minimum, the name, business name, and contact information (email, phone number, and/or business address) for each Authorized User that completes CO.STARTERS programs. Data may include results from any surveys or studies related to Member’s use of CO.STARTERS programs or feedback provided by Authorized Users to Member during or after completion of programs. Member will cooperate with CO.STARTERS to identify and share data reasonably requested by CO.STARTERS during the Membership Term applicable to CO.STARTERS programs and Authorized Users.
Ownership; Reservation of Rights.
CO.STARTERS PROGRAMS AND THESE SERVICES ARE PROVIDED “AS IS” WITH NO GUARANTEE OF COMPLETENESS OR ACCURACY AND CO.STARTERS AND ITS EMPLOYEES, AND/OR ITS AUTHORIZED RESELLERS/AGENTS, ASSUME NO RESPONSIBILITY FOR ERRORS OR OMISSIONS. CO.STARTERS specifically disclaims all warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. CO.STARTERS will not be liable for special, incidental, consequential, or other SIMILAR damages OR LOSSES, INCLUDING LOSS OF PROFITS, arising from any breach of warranty, breach of contract, TORT (INCLUDING negligence), or any other legal theories, even if CO.STARTERS has been advised of the possibility of such damages. IN NO EVENT SHALL CO.STARTERS BE LIABLE FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES. THE MAXIMUM LIABILITY OF CO.STARTERS FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE CO.STARTERS CURRICULUM SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY LICENSEE TO CO.STARTERS UNDER THIS AGREEMENT.
- The Membership Agreement will commence upon Member’s use of our Services and will continue until terminated by either Member or CO.STARTERS.
- Member may terminate its relationship with CO.STARTERS by providing thirty (30) days written notice. In the event that Member terminates its program or stops offering CO.STARTERS programs at a particular Site, Member acknowledges and agrees that any annual Membership Fee paid to CO.STARTERS is non-refundable.
- STARTERS reserves the right to terminate Member’s access to and use of the Services at any time and for any reason or for no reason. If CO.STARTERS discontinues = CO.STARTERS programs, CO.STARTERS sole liability to Member shall be to refund the pro-rated portion of any unused Membership Fee paid by Member for the then-current Term.
Accessing the Services and Account Security.
By using CO.STARTERS Services, Member represent and warrant that Member representative is 18 years or older.
CO.STARTERS reserves the right to withdraw or amend the Services it provides, in its sole discretion without notice.
To access CO.STARTERS Services, Member may be asked to provide certain registration details or other information. It is a condition of Member’s use of the Services that all the information provided is correct, current, and complete.
Member is responsible for maintaining the confidentiality of its password to access the Services and must not disclose it to any third party. Member agrees to immediately notify CO.STARTERS of any unauthorized use of its username or password or any other breach of security.
Member should use particular caution when accessing its account from a public or shared computer so that others are not able to view or record its password or other personal information.
- In any way that violates any applicable federal, state, local and international law or regulation.
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by CO.STARTERS, may harm CO.STARTERS or users of the Services or expose them to liability.
Additionally, Member agrees not to:
- Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services.
- Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including to monitor or copy any of the material on the Services.
- Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without CO.STARTERS prior written consent.
- Use any device, software or routine that interferes with the proper working of the Services.
- Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer or database connected to the Services.
- Otherwise attempt to interfere with the proper working of the Services.
Intellectual Property Rights.
The Services and the Website’s contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by CO.STARTERS, its licensors or other third-parties who have authorized use of such content and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Member can only use CO.STARTERS copyrights or trademarks (or any similar marks) as expressly permitted by our Brand Usage Guidelines or with CO.STARTERS prior written permission. Member must obtain written permission to modify, create derivative works of, decompile, or otherwise attempt to extract source code from CO.STARTERS.
Notices from CO.STARTERS.
CO.STARTERS may contact Member and its Authorized Users or provide Member and its Authorized Users with service-related and/ or promotional notices by means of postal mail, electronic mail, general site notifications, and more using the contact information Member has provided to CO.STARTERS.
Reliance on Information Posted; Third Party Links.
The information presented on or through CO.STARTERS Services is made available solely for general information purposes. CO.STARTERS does not warrant the accuracy, completeness or usefulness of this information.
If CO.STARTERS Services contain links to other sites and resources provided by third parties, these links are provided for Member’s convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. CO.STARTERS has no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from Member’s use of them. If Member decides to access any of the third party sites linked to CO.STARTERS Services, Member does so entirely at its own risk and subject to the terms and conditions of use for such sites.
CO.STARTERS IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY DEALINGS WITH ANY THIRD PARTY WEBSITE OR MERCHANT OR OPERATOR OF SUCH THIRD PARTY WEBSITE.
Information About Member and Member Use of the Services.
Linking to CO.STARTERS Website.
Member should link to the CO.STARTERS homepage (costarters.co), in a way that is fair and legal and does not damage CO.STARTERS reputation or take advantage of it, but Member must not establish a link in such a way as to suggest any form of association, approval or endorsement on CO.STARTERS part where none exists.
- Severability; Waiver. If any provision is held invalid or unenforceable, the provision will be severed to the extent of such invalidity, or unenforceability, and shall not affect or impair the remaining provisions hereof. No waiver of any contractual right shall be effective unless made in writing signed by an authorized representative of the waiving party.
- Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to principles of conflicts of law. Licensee hereby consents to the exclusive jurisdiction of the state and federal courts located in Hamilton County, Tennessee, and agrees that any dispute arising between the parties hereto shall be initiated and prosecuted exclusively in Hamilton County, Tennessee.
- Relationship of Parties. Nothing contained herein shall be construed to create a relationship other than licensor-licensee between the parties and Member shall assume full responsibility and liability of all persons using CO.STARTERS programs at its Site(s).
- Attorneys’ Fees. In the event that it is necessary for any party to retain legal services to enforce the terms of this Agreement or file an action to enforce any of the terms or rights contained herein, then the prevailing party in any such action shall be entitled to recover from the other party its reasonable fees for attorneys and other legal expenses.
- Notices. All notices to parties either required under this Agreement, the Membership Agreement or given at the election of a party must be in writing and shall be deemed to have been delivered when sent by certified mail or electronic mail, for Member, to the Member mailing or email address provided in the separate Membership Agreement and for CO.STARTERS to: 1100 Market Street, Ste 100, Chattanooga, TN 37402, Attn: CO.STARTERS Membership or, if electronically, to membership@ costarters.co. Member agrees to promptly notify CO.STARTERS of changes to its mailing address, shipping address, e-mail and other contact information by contacting [email protected].
Member Comments and Concerns.
Thank you for visiting CO.STARTERS Website and for using CO.STARTERS Services. All feedback, comments, requests for technical support and other communications relating to CO.STARTERS should be directed to: [email protected].