Last updated: December 18, 2024

Value Stream Management Consortium and/or its affiliates ("VSMC", "we", or "us") operate an online platform ("Member Portal" and “VSMC website”) located at https://vsmconsortium.thinkific.com/ and vsmconsortium.org  from which you may purchase memberships and products. These Terms of Use apply to the content and functionality of the virtual Member Portal, the VSMC website, and the memberships and products. These Terms of Use do not apply to products or services we make available under different terms, such as our payment processing services.

1. Information that you provide to us. You may give us information about yourself when you visit the VSMC website or Member Portal. Our Privacy Policy explains our practices with respect to that information. We may need to send you an email in order to, for example, verify your identity or provide you with important information. You authorize us to send those messages when you visit the VSMC Website and provide your contact details.
2. Access to VSMC Member Portal. VSMC grants you a limited, revocable, non-exclusive, non-transferable license to access the VSMC Member Portal. This license does not include the right to use any content and information, including our logos. Your permissions and/or licenses are automatically terminated for any unauthorized use. Subscriptions. Subscription terms. We may offer you the ability to purchase subscriptions via the VSMC website. Terms specific to a subscription will be disclosed to you at or before the time at which you purchase the subscription, and by purchasing the subscription, you are agreeing to those terms. Subscriptions are billed in US Dollars (USD). In exchange for purchasing a subscription, Members will be granted access to content such as training courses, industry reports, research conducted by the VSMC and its partners, invitations to events, access to community spaces and networking, and more. The contents of the Member Portal are subject to change at any time without notice.
3. Free trials and promotional periods. If a subscription commences with a free trial or a promotional period, your paid subscription will commence unless you cancel within the trial window. If we do not provide you with an online cancellation mechanism, then you may exercise this cancellation right by contacting us. If you do not cancel, we will bill you at the end of the free trial or promotional period, and your subsequent cancellation rights will be under the terms specific to the subscription.
   1. Renewal. Your subscription will renew automatically based on the specific subscription period's timeframe. If you feel your subscription was incorrectly renewed, please contact us at hello@vsmconsortium.org.
   2. Cancellation. Should you wish to cancel your subscription, you may do so by logging into your account and following the instructions. Alternatively, you may contact us at hello@vsmconsortium.org.
4. Your account. We may require that you create an account to access the Member Portal, including to make purchases. If we do so, you must provide accurate information about yourself when you create an account and ensure that you update us if that information changes. You must ensure that your login details remain confidential. You are responsible for any activity, including any purchases made, under your account. We reserve the right to terminate your account at any time and for any reason.
5. No warranties. The VSMC website and the Member Portal are provided "as is" and "as available", without any express, implied, or statutory warranties of title, merchantability, fitness for a particular purpose, noninfringement, or any other type of condition, warranty or guarantee. No data, documentation or any other information provided by the VSMC or obtained by you from or through the Member Portal- whether from the VSMC or another entity, and whether oral or written - creates or implies any warranty from the VSMC to you. The VSMC disclaims any knowledge of, and does not guarantee: (a) the accuracy, reliability, or correctness of any data provided through the Member Portal; (b) that the Member Portal products will meet your specific needs or requirements; (c) that the Member Portal will be available at any particular time or location, or will function in an uninterrupted manner or be secure; (d) that the VSMC will correct any defects or errors in the Member Portal; or (e) that the Member Portal is free of viruses or other harmful code. Use of data, products or services that you access, purchase or download through the Member Portal  is done at your own risk - you are solely responsible for any damage to your property, loss of data, or any other loss that results from such access, purchase or download. Nothing in these Terms of Use operates to exclude, restrict or modify the application of any implied condition, warranty or guarantee, or the exercise of any right or remedy, or the imposition of any liability under law to the extent that doing so would: (a) contravene that law; or (b) cause any term of this agreement to be void.
6. Limitation of liability. Under no circumstances will the VSMC be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Member Portal or for the unavailability of the Member Portal, or for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to these Terms of Use or your use of the Member Portal, even if such damages are foreseeable, and whether or not you or the VSMC has been advised of the possibility of such damages. The VSMC is not liable, and denies responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Member Portal or your failure to use or implement anti-fraud measures, security controls, or any other data security measure. The VSMC further denies responsibility for all liability and damages to you or others caused by (a) your access or use of the Member Portal inconsistent with our instructions; (b) any unauthorized access of servers, infrastructure, or data used in connection with the Member Portal; (c) any bugs, viruses, or other harmful code that may be transmitted to or through the Member Portal; (d) any errors, inaccuracies, omissions, or losses in or to any data provided to us; (e) third-party content provided by you; or (f) the defamatory, offensive, or illegal conduct of others. You agree to limit any additional liability not disclaimed or denied by the VSMC in relation to the the Member Portal, Member Portal products, and the VSMC website, Products, to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the greater of the amounts paid by you to VSMC  during the three-month period immediately preceding the event that gave rise to your claim for damages, and USD $20. These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
7. Disputes
   1. Binding Arbitration: In the event that there is a dispute, claim or controversy arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of these Terms of Use, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from these Terms of Use, but specifically excluding any dispute principally related to either party's intellectual property, will be determined by arbitration in Denver, Colorado before a single arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association's Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 (exclusive of interest, attorneys' fees and arbitration fees and costs). Where no party's claim exceeds $25,000 (exclusive of interest, attorneys' fees and arbitration fees and costs), and in other cases in which the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association's Commercial Arbitration Rules will apply. The arbitrator will apply the substantive law of the State of Colorado, exclusive of its conflict or choice of law rules. If the American Arbitration Association is no longer in business, or refuses or declines to administer any dispute between the parties brought before it, either party may petition the Colorado courts to appoint the arbitrator. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to these Terms of Use. Either party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in these Terms of Use will affect the right of any party to serve process in any other manner permitted by law.
   2. Class Waiver: To the fullest extent permitted by law, each of the parties agrees that any dispute arising out of or in connection with these Terms of Use, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Terms of Use or any of the transactions contemplated between the parties.
   3. Provision of an Award: Subject to the limitations of liability identified in these Terms of Use, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of Colorado. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the "Award") to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in Denver, Colorado. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
   4. Fees: Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to these Terms of Use, the arbitrators will award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.
   5. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
   6. Conflict of Rules: In the case of a conflict between the provisions of this Section 11 and the rules governing arbitration identified in Section 11.a, the provisions of this Section 11 will prevail. If any provision of these Terms of Use to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by law and all the other provisions will remain valid and enforceable.
8. Applicable law.

   By using the Member Portal, you agree that the laws of the state of Colorado, USA, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and the VSMC.

   
   
   9. Modification and severability

   We have the right to change or add to the terms of these Terms of Use at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Member Portal by posting such changes on our website or any other website we maintain or own. You can access a copy of the current version of these Terms of Use on our website at any time. You can find out when these Terms of Use were last changed by checking the "Last updated" date at the top of the page.

   10. Our address:

Value Stream Management Consortium

700 Colorado Boulevard, #172

Denver, Colorado, 80206, United States

www.vsmconsortium.org