Terms of Use and Conditions of Sale

Last Modified: September 14, 2022

Thanks for joining the CO.STARTERS network, owned and operated by CO.STARTERS, Inc. ("CO.STARTERS","we", "us" or "our"). The following terms and conditions of sale, together with any documents referred to in them (collectively, the "Terms of Use") apply to your use of our websites ("Website"), as well as our services, our program offerings, and any supports made available by CO.STARTERS (collectively, the "Services"). Please read these Terms of Use carefully.

These Terms of Use describe the terms and conditions that apply to you ("Member") and your authorized users ("Authorized Users") related to all CO.STARTERS programs, and to all purchases of materials through our Website.

By using our Services, you agree to follow and to be bound by these Terms of Use and our Privacy Policy, incorporated herein by reference. These Terms of Use are a legal agreement between you and us (the "Agreement"). If you do not agree to these Terms of Use or the Privacy Policy, you may not access or use the Services.

If you are agreeing to these Terms of Use on behalf of a company or other organization, you hereby warrant and represent that you are authorized to agree to these Terms of Use on behalf of such company or other organization.

CO.STARTERS reserves the right, in its sole discretion, to modify these Terms of Use at anytime without prior notification. You must agree upon and abide by these changes accordingly. Please review this page periodically for changes. Any use of our Website or Services constitutes full acceptance of our Terms of Use.

‍Definitions.

"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 CO.STARTERS programs.
‍
"CO.STARTERS Programs" means any of a range of offerings fromCO.STARTERS, including but not limited to CO.STARTERS Core, Rebuild, CO.STARTERS for Causes, CO.STARTERS Spanish, CO.STARTERS Generator, Get Started Workshop, Refocus Workshop, 30/60/90 Roadmap, Wayfinding Guide, or Advising Hours Guide.
‍
"Member Agreement" means the separate agreement between us and Member specifying fees, discounts, and stipulations specific to each Member of CO.STARTERS. The Member Agreement is governed by these Terms of Use. In the event that there is a conflict between a term in these Terms of Use and a term in the Member Agreement, the specific term of the Member Agreement will control over these Terms of Use.
‍
"Member" means the individual, company, or organization joining 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.
‍
"Member Center" means the online website and purchasing portal where Member purchases CO.STARTERS materials for its Authorized Users, registers for trainings, and gains access to additional supports. Access to the Member Center is protected through a username and password unique to each Member.
‍

License of CO.STARTERS Programs.

CO.STARTERS hereby grants to Member a non-exclusive, non-transferable, limited license to use CO.STARTERS programs for educational purposes with Authorized Users enrolled in Member’s as identified in the Membership Agreement. For purposes of these Terms of Use, the License of the CO.STARTERS programs shall include all curriculum and related materials purchased by Member through the Member Center as well as supplemental resources provided through other platforms (including but not limited to resources.costarters.co or Mighty Networks). Member and its Authorized Users shall not copy, duplicate, modify, alter, lease, license, disassemble or create derivative works of CO.STARTERS programs. Member shall have the right to charge a course fee that covers the cost of program materials to enrolled students. Member shall, advertise, publicly display, and use the CO.STARTERS name and registered trademark symbol (CO.STARTERS®) in the promotion of its business development programs using CO.STARTERS programs in keeping with CO.STARTERS Brand Guidelines. Member may, and if requested in writing by CO.STARTERS shall, promote CO.STARTERS programs as being created by CO.STARTERS and licensed by Member.

Use of Programs; Minimum Program Fee; Authorized Users.

Member will conduct programs as provided for in its Member Agreement.
‍
Member will notify CO.STARTERS via the Member Center as to each instance of offering a cohort-based program (Core, Causes, Rebuild). Member agrees to share requested information including but not limited to facilitator, dates, times, and any amendments to the standard offerings.
‍
Member agrees to provide a CO.STARTERS kit/workbook/binder/manual to each Authorized User enrolled in programs utilizing CO.STARTERS offerings. Materials are for each participant’s personal use while enrolled in the program and should not be reused.
‍
Member Agrees to charge a minimum $50 program course fee ("Program Fee") to participants enrolled in its business development programs utilizing CO.STARTERS cohort-based programs (Core, Rebuild, Causes). Such Program Fees shall include a copy of the CO.STARTERS binder/manual/workbook for each participant’s personal use.
‍
Member agrees to charge the proscribed fees for other CO.STARTERS programs as outlined in the onboarding materials and in the Member Center.
‍
Member agrees to deliver programs in keeping with CO.STARTERS best practices as outlined in the Member Agreement. Express permission from CO.STARTERS must be granted to make substantial changes to content, delivery, or programmatic support.
‍
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.
‍

Certification, Training, and Support Services.

Certification 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 well as ongoing support in delivery of programs.

Onboarding: Member agrees to participate in onboarding activities, including but not limited to a Welcome Orientation, Community Profile, and Training.

Certification: In order to run/facilitate CO.STARTERS programs, all facilitators must complete a CO.STARTERS managed training and be certified. Members are not permitted to train their own facilitators unless they have express and written permission from CO.STARTERS to do so, as outlined in their Member Agreement.

Community Training: The Community Training Session will consist of ten (10) hours of training on CO.STARTERS philosophy, approach, and content. Full participation in the entire training is required to become a CO.STARTERS Certified Facilitator. Certification is required to lead or facilitate the full range of CO.STARTERS programs, including CO.STARTERS Core. Members can either (1) host an organization-specific training with at least ten trainees and no more than fifteen, unless otherwise agreed to by CO.STARTERS or (2) send trainees to a CO.STARTERS central training. Member agrees to pay CO.STARTERS a certification fee (the "Certification Fee"), as set forth on the separate Member Agreement. This Certification Fee includes delivery of a Facilitator binder/manual/kit for each training participant. Additional shipping charges may apply. If CO.STARTERS conducts the community training session at Member’s Site or location, Member agrees to reimburse CO.STARTERS for all reasonable travel expenses incurred by CO.STARTERS trainers during that portion of the Community Training, including airfare, lodging, vehicle rental, ground transportation, and meals. CO.STARTERS must consent to and approve new facilitators following completion of the Community Training, 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 call with Member’s already certified facilitator to equip them with additional programs. Crossover trainings are required for Members to add some new program offerings. Only certified facilitators who have already completed a Community Training may take part in a Crossover Training. Member agrees to pay CO.STARTERS a certification fee (the "Certification Fee") as set forth on the separate Member Agreement, due and payable prior to each Training Session. This Training Fee includes delivery of a manual/binder or relevant materials for each training participant.

Generator Training: The Generator Training Session will consist of a five (5) hour training session on using the teen program. Members can either (1) host an organization-specific training with at least ten trainees and no more than fifteen, unless otherwise agreed to by CO.STARTERS or (2) send trainees to a CO.STARTERS central training. Member agrees to pay CO.STARTERSa certification fee (the "CertificationFee") as set forth on the separate Membership Agreement, due and payable prior to each Training Session. This Certification Fee includes delivery of a Facilitator binder/manual for each training participant. Additional shipping charges may apply. If CO.STARTERS conducts the Generator training session at Member’s Site or location, 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. 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; Fees and Terms.

Member shall pay CO.STARTERS an annual certification fee (the "Certification Fee"), as set forth on the separate Member Agreement between Member and CO.STARTERS. The Membership Fee shall be due at signing and payable each year, upon renewal or execution of the Membership Agreement. If an invoice is requested, the invoice must be paid in full before any trainings can be scheduled.
‍
If travel is allowed, Travel Expense Invoice will be sent after training has occurred and needs to be paid in full within 14 days.
‍
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 MembershipAgreement will automatically 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 needs to make changes during the Membership Term, Member agrees promptly notify CO.STARTERS and a new Member Agreement with updated terms will be issued.
‍
Member agrees to purchase CO.STARTERS materials through the Member Center 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 MemberCenter. Product/program materials must be paid in full before they are shipped.
‍
All payments conducted through the Member Center 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.
‍
The Member is responsible for shipping fees unless otherwise agreed upon in the Member Agreement.
‍

Adjustment of Fees and Product.

From time to time, CO.STARTERS may make changes to its prices and may add or delete available offerings. Any such changes to pricing or products shall be effective upon Member’s purchase of such materials and products from the Member Center or updates to the Member Agreement.

Sharing of Information; Data Collection.

During the Membership Term, Member shall provide CO.STARTERS with data on all Authorized Users that participate in Members 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. CO.STARTERS reserves the right to contact Authorized Users directly and to collect data from them as needed. Data may include, but is not limited to, 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. Data will automatically be collected from Authorized Users by CO.STARTERS unless Member has express written permission to do their own data collection. In such cases, all data collected by Member must be shared with CO.STARTERS, unless otherwise stated in the Member Agreement.

Ownership; Reservation of Rights.

Member and its Authorized Users shall own the printed materials as purchased on which CO.STARTERS programs are recorded or fixed and the right to use CO.STARTERS programs as set forth in these Terms of Use and their Member Agreement; however, Member acknowledges that CO.STARTERS shall remain the sole owner of CO.STARTERS programs. CO.STARTERS reserves all right, title, and interest in and to all intellectual property rights, including but not limited to any copyrights, patent rights, trademarks, or other proprietary rights that may be contained in CO.STARTERS programs, or any related materials provided to Member pursuant to this Agreement. No rights in CO.STARTERS programs are granted to Member except as expressly set forth herein. Member agrees that Member shall not, without the written permission of CO.STARTERS, publish or permit to be published, any material, in book, pamphlet, or other printed or electronic form, based on CO.STARTERS programs which, in CO.STARTERS' judgment, is likely to interfere with CO.STARTERS' ownership interest in CO.STARTERS programs.

Liability Limitations.

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. ‍

Termination.

The Member Agreement will commence upon signing. Member’s use of CO.STARTERS 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 offeringCO.STARTERS programs before expiration of the Membership Term, Member acknowledges and agrees that any annual Certification Fees paid to CO.STARTERS are non-refundable.
‍
CO.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 CertificationFee 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.

Member is responsible for ensuring that all persons who access the Services through its internet connection are aware of these Terms of Use, and that they comply with them.

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.

CO.STARTERS has the right to disable any username or password, whether chosen by Member or provided by CO.STARTERS, at any time in its sole discretion for any or no reason, including, if in CO.STARTERS opinion, Member has failed to comply with any provision of these Terms of Use.

Usage Restrictions.

Member may use the Services only for lawful purposes and in accordance with these Terms of Use. Member agrees not to use the Services:

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.

If Member prints, copies, modifies, downloads, or otherwise uses any part of the Services in breach of these Terms of Use, Member’s right to use the Services will cease immediately. No right, title or interest in or to the Services is transferred to Member, and all rights not expressly granted are reserved by CO.STARTERS.

Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

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.

All information CO.STARTERS collects on its Services is subject to its Privacy Policy. By using the Services, Member consents to all actions taken by CO.STARTERS with respect to Member’s information in compliance with the Privacy Policy.

Linking to CO.STARTERS Website.

Member must 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, as outlined in the Brand Guidelines. 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.

Member Public Listing on CO.STARTERS Websites

CO.STARTERS reserves the right to publicly display Member’s affiliation with CO.STARTERS on Websites, using information provided by Member, including but not limited to name, website, location. Member may obtain written permission from CO.STARTERS to opt out of public listing.

General Provisions.

Entire Agreement. These Terms of Use, our Privacy Policy, and any separate License Agreement between Member and CO.STARTERS, set forth the entire agreement and understanding between the parties and supersedes all prior agreements, proposals and statements on this subject matter.
‍
Modification of Terms of Use. CO.STARTERS reserves the right, in its sole discretion, to modify these Terms of Use and Privacy Policy at any time without prior notification. Member must agree upon and abide by these changes accordingly. Please review this page periodically for changes. Any use of CO.STARTERS Website or Services constitutes full acceptance of its Terms of Use.
‍
Amendment. Except as provided for in these Terms of Use, the License Agreement may be modified only in a writing signed by both parties.
‍
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 600, 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 membership@costarters.co.

‍Member Comments and Concerns.

All feedback, comments, requests for technical support and other communications relating to CO.STARTERS should be directed to membership@costarters.co.

‍