If you are accessing the Site or the Apps or using the Service on behalf of a third party that has entered into a separate agreement with Kaizen in connection with the Services (“Services Agreement”), your use of the Site, the Apps and the Services will also be subject to the terms and conditions of the Services Agreement.
PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS AN ELECTION TO ARBITRATE, WHICH WILL, UPON ELECTION BY YOU OR US, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (SEE DISPUTE RESOLUTION AND ARBITRATION AGREEMENT, SECTION 16.c). UNLESS YOU OPT OUT, IN THE EVENT OF AN ELECTION BY THE COMPANY TO ARBITRATE YOUR CLAIMS: (1) DIPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF ON AN INDIVIDUAL BASIS AND YOU WAIVE YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
The Agreement also contains provisions that govern how claims you and we may have against each other are resolved (see Disclaimers (Section 11), Indemnity (Section 14) and Limitation of Liability (Section 15) provisions below).
You may access certain online features of the Services by creating a personal profile on the Site or the Apps (your “Account”).You may log into your Account using a unique username and password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You are solely responsible for any actions taken under your username. You agree that the information that you provide to Kaizen about yourself upon registration of your Account, and at all other times, (“Customer Data”) will be true, accurate, current and complete, and you further agree that you will maintain and promptly update the Customer Data to ensure that it remains true, accurate, current and complete.
You may not impersonate any other person or use a username or password that you are not authorized to use. You may not sign up any other individual on your personal profile.
Kaizen reserves the right to require you to change your password for any reason at any time. If you become aware of any unauthorized use of your Account, you agree to notify Kaizen immediately at [email protected].
In connection with your access to, or use of, the Site, the Apps or the Services, you may have the opportunity to upload to the Site or the Apps certain information, reviews, or other materials (“Pre-Existing Content”). As between you and the Company, you remain the owner of all Pre-Existing Content that you make available in connection with the Services. You unconditionally grant to Kaizen a non-exclusive perpetual royalty-free license to use your Pre-Existing Content on the Site or the Apps or otherwise (the “License”). You represent and warrant to Kaizen that you have all rights necessary to provide the license and make the Pre-Existing Content available on the Site and the Apps and that you are the owner of the Pre-Existing Content. You grant Kaizen full authority to develop Derivative Works using the Site and the Apps and Services based on the Pre-Existing Content, whether made by Kaizen staff or by others, including you, using the Site, the Apps and Services. You acknowledge and agree that all Derivative Works developed using the Site, the Apps and Services shall belong solely to Kaizen, and you shall have a non-exclusive license to use the Derivative Works through the Site, the Apps and Services. For the purposes of these Terms, “Derivative Works” shall mean: (i) for material subject to copyright, registered or unregistered design protection, any work which is based on Pre-Existing Content, such as revision, modification, improvement, upgrades, translation, abridgment, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted using the Site, the Apps and Services; and (ii) for material subject to trade secret protection, any new material, information or data relating to and derived from the Pre-Existing Content using the Site, the Apps and Services, including new material which may be protected by copyright, patent or other proprietary right, and, with respect to each of the above, the preparation and/or use of which, in the absence of this Agreement or other authorization from the owner, would constitute infringement under applicable law. Notwithstanding anything in the foregoing, to the extent you have a separate Agreement with Kaizen governing your use of the Site, the Apps and Services, in the event of any conflict between such Agreement and these Terms, the Agreement shall govern.
We may review your conduct and content for compliance with these Terms and our Code of Conduct. However, we have no obligation to do so. We aren't responsible for your compliance with these Terms or the Code of Conduct, or any other party’s compliance with these Terms or the Code of Conduct.
Subject to your continuing compliance with these Terms, Kaizen grants to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to use the Services insofar as owned by or licensed through us on each communications, computing, or other device or account registered by you or otherwise used by you, regardless of whether you own such device, for use in connection with the Services, including but not limited to your computer, mobile phone, email account, and phone number; and only for your own purposes, on and subject to these Terms. All other rights not expressly granted to you are reserved. You acknowledge and agree that your use of the Services is at all times subject to and conditional upon your continued compliance with these Terms and all other applicable terms, and any failure to comply with these Terms and such other terms automatically results in the revocation of all licenses granted hereby.
Although we may make software, hyperlinks, and other products of third-party companies available to you, your use of such products is subject to the respective terms and conditions imposed by the third party owning, manufacturing or distributing such products, and the agreement for your use will be between you and such third party. Kaizen makes no warranty with regard to the products or websites of any other entity. Kaizen has no control over the content or availability of any third-party software or website. In particular, (a) Kaizen makes no warranty that any third-party software you download or website you visit will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses and (b) it is your responsibility to become familiar with any website's privacy and other policies and terms of service, and to contact that website's webmaster or site administrator with any concerns.
With respect to the Service accessed through or downloaded from the Apple App Store or Google Play Store (each an “App Store” and references to the App Store include the corporate entity and its subsidiaries making the App Store available to you), you agree to comply with all applicable third-party terms of the App Store (the “Usage Rules”) when using any of the Apps. To the extent these Terms provide for usage rules that are less restrictive than or otherwise in conflict with the Usage Rules, the more restrictive term applies. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store-Sourced Application”), you will only use the App Store-Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
The following applies to any App Store-Sourced Application:
Without limiting any other terms of these Terms, you must comply with all applicable third-party terms of agreement when using the App Store-Sourced Application.
Kaizen reserves the right to suspend, modify, or terminate your access to and use of the Site, the Apps and Services, at any time, without notice. Further, you agree that Kaizen shall not be liable to you or any third party for any termination, modification, or suspension of your access to the Site, the Apps or Services.
Kaizen uses reasonable efforts to ensure that the online features of the Service are available 24 hours a day, 7 days a week. However, there will be occasions when the Service will be interrupted for maintenance, upgrades, and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of Kaizen. Kaizen will use reasonable commercial efforts to minimize such disruption where it is within the reasonable control of Kaizen. You agree that Kaizen shall not be liable to you for any unavailability, modification, suspension, or discontinuance of the Service.
The following disclaimers apply:
Kaizen hereby notifies you that all the information, content, image files, software and materials on the Site and the Apps may be protected by U.S. and international copyright and other intellectual property laws and by other applicable laws, including privacy laws. You may not copy or distribute such material without the written consent of Kaizen.
Kaizen has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act of 1998 ("DMCA") and avails itself of the protections under the DMCA. Kaizen reserves the right to remove any content that allegedly infringes another person’s copyright. In appropriate circumstances, Kaizen will terminate the accounts of users who infringe copyright. Notices to Kaizen regarding any alleged copyright infringement should be directed to Kaizen via email at:
Service Provider: Kaizen
Designated Agent: Kaizen, Copyright Compliance Department
Mailing Address: 8442 Bells Ridge Terrace, Rockville, MD 20854
E-mail: [email protected]
To be effective, the notification must be a written communication that includes the following:
We may give you notice that we have removed or disabled access to certain material (which may include your content) by means of a general notice on the Service, electronic mail to your email address in our records, or by written communication sent by first-class mail to your physical address in our records.
You agree to indemnify, and hold Kaizen, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with (a) your access to or use of the Site, the Apps or Services; (b) your violation of these Terms; (c) your violation of any third party right, including without limitation any intellectual property right or any publicity, confidentiality, property or privacy right; (d) any claim that your use of the Site, the Apps or Services caused damage to a third party, or (e) any incorrect or fraudulent statements or information you provide in connection with the Services.
To the fullest extent permitted by law, except for any liability for Kaizen’s fraud, fraudulent misrepresentation, or gross negligence, in no event will Kaizen, its officers, directors, employees agents, affiliates, suppliers or distributors be liable for: (a) any indirect, special, incidental, punitive, exemplary or consequential damages, or (b) any loss of use, data, business, or profits, regardless of legal theory.
This limitation applies regardless of whether or not Kaizen or any of its officers, directors, employees agents, affiliates, suppliers or distributors has been warned of the possibility of such damages, and even if a remedy fails of its essential purpose.
Kaizen, its officers, directors, employees agents, affiliates, suppliers and distributors will not be liable to you for any reason if you knowingly allow someone to create a profile for you on their account.
Additionally, the aggregate liability of Kaizen, its officers, directors, employees agents, affiliates, suppliers and distributors for all claims relating to the Services will not exceed the greater of twenty dollars ($20) or the amounts paid by you to Kaizen for the past twelve (12) months of the Services in question.
Some jurisdictions do not allow the types of limitations in this Section, so they may not apply to you.
Kaizen may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Site, the Apps or Services after the “Last Revised” date at the top of these Terms. Your continued access to or use of the Site, the Apps or Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the Site, the Apps or Services.
These Terms shall be governed by the laws of the State of Maryland without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction.
If you believe that Kaizen has not adhered to these Terms, please contact us by email at [email protected] and we will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
If you and Kaizen are unable to reach a resolution to the dispute, you and Kaizen agree that either you or Kaizen may elect to settle the dispute exclusively under the rules of the American Arbitration Association (www.adr.org) at its Baltimore, Maryland office (the “Arbitration Agreement”). Any election to arbitrate by one party will be final and binding on the other. You understand that if either party elects to arbitrate, neither party will have the right to sue in court or have a jury trial. You and Kaizen agree that any arbitration will be limited to the dispute between Kaizen and you individually. You acknowledge and agree that you and Kaizen are each waiving the right to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Kaizen otherwise agree in writing, an arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site, the Apps or the Services or these terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred.
You may opt out of this Arbitration Agreement. If you do, neither you nor Kaizen can require the other to participate in arbitration proceedings. To opt out, you must notify Kaizen in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:
ATTN: Arbitration Opt-out
8442 Bells Ridge Terrace
Rockville, MD 20854
You must include your name and residence address, the email address you use for your Kaizen account, and a clear statement that you want to opt out of the Arbitration Agreement.
Kaizen is located in Baltimore, Maryland. Any questions, comments or suggestions, including any report of violation of these Terms should be provided to the Administrator as follows:
E-mail: [email protected]
8442 Bells Ridge Terrace
Rockville, MD 20854
These Terms, along with any other applicable agreement referenced herein, constitutes the entire agreement between you and Kaizen and govern your use of the Site, the Apps and the Services, superseding any prior agreements between you and Kaizen. The failure of Kaizen to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and Kaizen nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.
You agree not to misuse the Services or help or encourage any other party to misuse the Services. For example, and without limitation, you may not: