Last updated December 2022
Terms and Conditions
Welcome! Kotter International, Inc., along with its subsidiaries and affiliates (”Us”, “We”, “Our”, or “Company”) owns and operates www.kotterinc.com and other sites linking to these Terms and Conditions (individually and collectively, the “Web Site”). In addition to the Content (as such term is defined below) on the Web Site, the Web Site provides you with various services, including online education, communication, and community services (“Services”).
Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the Web Site and/or the Services. These Terms govern your access to and the use of the Content, Website, and Services, and such access and use is conditioned on your acceptance of and compliance with these Terms. If you choose to continue to use or access the Content, this Web Site, or the Services after having the opportunity to read these Terms, you recognize that We provided valuable consideration by offering this Web Site, and in exchange for that valuable consideration, you agree to the Terms hereof. Terms apply to all visitors, users and others who access or use the Content, Web Site and/or Services. If you disagree with any part of the Terms, please do not use the Content, Web Site or Services and exit immediately.
Any claim relating to, and the use of, the Services, this Web Site and the Content contained herein is governed by the laws of the Commonwealth of Massachusetts, U.S.A. You consent to the exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts. A printed version of these Terms will be admissible in judicial and administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Except as prohibited by applicable law, we do not guarantee continuous, uninterrupted or secure access to our Web Site or Services, and operation of the Web Site may be interfered with by numerous factors outside of our control.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
You agree that the Agreement may be assigned by Us in Our sole discretion without notice to you. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
The following provisions shall survive any termination or expiration of this Agreement: User Generated Content – Your License to Us; Access and Interference; Limitation of Liability; Indemnity; and Release.
These Terms and Conditions shall not be amended, modified, varied or supplemented except in writing and signed by duly authorized representatives of the Company.
SURVEYS & CONTESTS
From time-to-time We may request information to conduct contests. Participation in these contests is completely voluntary and you may choose whether or not to participate and therefore disclose this information. Information requested may include contact information (such as name and shipping address). Contact information will be used to notify the winners and award prizes.
COPYRIGHT AND OWNERSHIP
All of the content featured or displayed on Web Site, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations (“Content”), is owned by Kotter International, Inc., its licensors, vendors, agents and/or its Content providers. All elements of the Web Site, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Services and the Web Site may only be used for the intended purpose for which such Web Site and Services are being made available. Except as may be otherwise indicated in specific documents within the Web Site, you are authorized to view, play, print and download documents, audio and video found on our Web Site for personal, informational, and noncommercial purposes only. You may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Web Site. Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Web Site. For purposes of these Terms, the use of any such material on any other web site or networked computer environment is prohibited. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Web Site and Services. The Web Site, its Content and all related rights shall remain Our exclusive property, or the exclusive property of Our licensors, unless otherwise expressly agreed in a written and signed separate document. You hereby agree not to remove any copyright, trademark or other proprietary notices from material found on these Web Site.
CONTENT AND SPECIFICATIONS
All features, content, specifications and prices of services described or depicted on this Web Site are subject to change at any time without notice. The inclusion of any products or services on this Web Site at a particular time does not imply or warrant that these products or services will be available at any time. By placing an order, you represent that the products ordered will be used only in a lawful manner. All educational materials and similar products sold are for private, home use, non-public performance and may not be duplicated.
ACCURACY OF INFORMATION
We attempt to ensure that information on this Web Site is complete, accurate and current. Despite Our efforts, the information on this Web Site may occasionally be inaccurate, incomplete or out of date. Except as prohibited by applicable law, We make no representation as to the completeness, accuracy or currency of any information on this Web Site. For example, we may make changes in information about price and availability without notice. While it is our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service. We reserve the right, without prior notice, to limit the order quantity on any product or service and/or to refuse service to any customer. We also may require verification of information prior to the acceptance of any order.
THIRD PARTY LINKS
From time to time, this Web Site may contain links to web sites that are not owned, operated or controlled by Us. All such links are provided solely as a convenience to you. If You use these links, you will leave this Web Site. Neither We nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other web site. Neither We nor any of our respective affiliates endorse, guarantee, or make any representations or warranties regarding any other web sites, or any content, materials or other information located or accessible from any other web sites, or the results that you may obtain from using any other web sites. If you decide to access any other web sites linked to or from this web Site, you do so entirely at your own risk.
UNAUTHORIZED USE OF COMPUTER SYSTEM
You are prohibited from posting or sending any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. Such violations may subject the sender and his or her agents to civil and criminal penalties. You further understand and agree that sending unsolicited email advertisements to any user of the Web Site or the Web Site or through Voice computer systems is expressly prohibited by these Terms. Any such unauthorized use of our computer systems is a violation of these Terms and applicable “anti-spam” laws. In addition to any remedies that we may have at law or in equity, if We determine, in Our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of the related materials from this Web Site. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.
USER GENERATED CONTENT – INFORMATION CONTROL
All opinions, remarks, comments, artwork, graphics, photographs, links, questions, suggestions, information, videos and other materials that you or other users of the Web Site post to the Web Site or transmit using the Web Site (“User Generated Content”) do not represent the views of Company or any individual associated with the Company, and We do not control this User Generated Content. In no event shall you represent or suggest, directly or indirectly, Our endorsement of User Generated Content. We do not vouch for the accuracy or credibility of any User Generated Content on our Web Site, and do not take any responsibility or assume any liability for any actions you may take as a result of reading User Generated Content on our Web Site. Through Your use of the Web Site and Services, you may be exposed to User Generated Content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using our Web Site, you assume all associated risks.
USER GENERATED CONTENT – YOUR LICENSE TO US
User Generated Content remains the intellectual property of the individual user. By posting User Generated Content on our Web Site, you grant to Us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Generated Content, and to utilize such User Generated Content to improve the Services, Content, and/or the Website, throughout the world in any media, whether now known or hereafter discovered. In addition, you warrant that all so-called “moral rights” in those materials have been waived.
For all charges for any products and services sold on the Web Site, We will bill your credit card or any alternative payment method offered by you and accepted by Us. In the event legal action is necessary to collect on balances due, you agree to reimburse Us for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. You are responsible for purchase of, and payment of charges for, all Internet access services and telecommunications services needed for use of this Web Site.
ACCESS AND INTERFERENCE
You agree that you will not use any robot, spider, scraper or other automated means to access the Web Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Web Site or any activities conducted on the Web Site; or (iii) bypass any measures we may use to prevent or restrict access to the Web Site.
We shall not be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond Our reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
Except as prohibited by applicable law, the information, materials, Content, and Services provided on or through this Web Site are provided “as is” without any warranties of any kind including warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property. Except as prohibited by applicable law, Company does not (i) warrant the accuracy or completeness of the information, materials or services provided on or through the Web Site or Services, or (ii) make any commitments or assume any duty to update such information, materials or services.
Company does not warrant that the functions contained in this Web Site will be uninterrupted or error-free, that defects will be corrected, or that the server that makes the content available will be free of viruses or other harmful components.
Except as prohibited by applicable law, We hereby disclaim all warranties of any kind, either express or implied, including, any implied warranties with respect to the services listed or purchased on or through this Web Site. Without limiting the generality of the foregoing, We hereby expressly disclaim all liability for product defect or failure, claims that are due to normal wear, product misuse, abuse, product modification, improper product selection, non-compliance with any codes, or misappropriation, except as prohibited by applicable law.
LIMITATION OF LIABILITY
Your use of the Web Site, services, and content is at your own risk. You agree that our sole obligation to you is to provide the Web Site, services, and content “as is.” Except as prohibited by applicable law, neither we nor any of our employees, officers, directors nor any of our agents or any other party involved in creating, producing or delivering the Web Site, services, or content shall be liable to you or to any third party for your use of, or the inability to use, the Services, or the Web Site and its Content except in cases of (a) gross negligence, recklessness, or an act of knowing or intentional willful misconduct; or (b) a violation of a consumer protection statute in connection with the Web Site.
Except as prohibited by applicable law, in no event will we or any of our respective officers, directors, employees, shareholders, affiliates, agents, successors or assigns, nor any party involved in the creation, production or transmission of this web site, services, or content be liable to you or anyone else for any indirect, special, punitive, incidental or consequential damages (including, without limitation, those resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of use of the Web Site, any web sites linked to this Web Site, and its Content, or the services, whether based on warranty, contract, tort or any other legal theory and whether or not advised of the possibility of such damages. Please refer to your local laws for any such prohibitions.
In the event of any problem with this Web Site, the Services, or any Content, you agree that your sole remedy is to cease using this Web Site. In the event of any problem with the products or services that you have purchased on or through this Web Site, you agree that your sole remedy, if any, is to seek a return and refund for such product or services in accordance with any returns and refunds policies that may be posted on this Web Site. Except as prohibited by applicable law, in no event shall Our total liability to you for all damages, losses, and causes of action whether in contract, tort (including, but not limited to, negligence), or otherwise exceed the greater of (a) fifty dollars ($50.00) or (b) the value of your purchase on the Web Site.
Except as prohibited by applicable law, you agree to defend, indemnify and hold Us and any affiliated company or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to any violation of these Terms by you or your authorized users, or in connection with the use of the Web Site or the Internet or your purchase(s) or the placement or transmission of any message or information on this Web Site by you or your authorized users or your violation of any law or the rights of a third party.
In the event that you have a dispute with one or more other users of the Web Site, you release Us (and Our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Either you or Us may suspend or terminate your account or your use of this Web Site at any time, for any reason or for no reason. You are personally liable for any orders placed or charges incurred through your account prior to termination. We may also block your access to our Web Site in the event that (a) you breach these Terms of Service; (b) We are unable to verify or authenticate any information you provide to Us; or (c) We believe, in Our sole discretion, that your actions may cause financial loss or legal liability for you, Our users or Us.
DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE
In operating the Web Site, We may act as a “services provider” (as defined by DMCA) and offer services as online provider of materials and links to third party web sites. As a result, third party materials that We do not own or control may be transmitted, stored, accessed or otherwise made available using the Web Site. If you believe any material available via the Web Site infringes a copyright, you agree to notify Us using the notice procedure for claimed infringement under the DMCA. We will respond expeditiously to remove or disable access to the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the Content. Our designated agent (i.e., proper party for notice) to whom you should address infringement notices under the DMCA is:
Kotter International, Inc.
5 Bennett Street
Cambridge, MA 02138
Please provide the following notice: Identify the copyrighted work or other intellectual property that you claim has been infringed; Identify the material on the Site that you claim is infringing, with enough detail so that We may locate it on the Site; A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; A statement by you declaring under penalty of perjury that (a) the above information in your notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner; your address, telephone number, and email address; and your physical or electronic signature
This Section is referred to herein as the “Arbitration Agreement.” The parties agree that any and all controversies, claims, or disputes between you and Company arising out of, relating to, or resulting from these Terms, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies and other than claims for injunctive or other equitable relief). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions herein. You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against the Company.
The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with the laws of the state of Ohio, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users of the Web Site, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA’s Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.
All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court decides that any term or provision of this Arbitration Agreement other than the Class Action Waiver above is invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Class Action Waiver is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.
The Agreement constitutes the entire agreement between you and the Company and supersedes any prior understandings or agreements (written or oral). If you do not understand any of the foregoing Terms or if you have any questions or comments, We invite you to contact Us at the following email: firstname.lastname@example.org.
COPYRIGHT AND TRADEMARKS NOTICE
All trademarks, service marks and trade names of the Company used herein (including but not limited to: the Kotter name, the Kotter logo, and all other Kotter logos (collectively “Marks”) are trademarks or registered trademarks of the Company, or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify Our Marks in any way, including in advertising or publicity pertaining to distribution of materials on this site, without Our prior written consent. The use of Our Marks on any other web site or network computer environment is not allowed. This protects you, too. When you see the Our Marks, you can be sure of Our quality and standards.