TERMS OF USE

The following “Terms of Use” (“TOU”) govern the terms by which Aviva Education, Inc. (“Aviva,” “us,” “we”, or “our”) provides its services through Aviva’s website and its online course hosted on an internet site maintained by Thinkific Inc. (collectively referred to herein as the “Website”). Aviva provides its service to users of the Website (“you” or “your”), subject to the following Terms of Use (“TOU”), which may be updated by Aviva from time to time without notice to you. Please read these Terms of Use (the “Agreement” or the “TOU Agreement”) and Privacy Policy carefully before using the Website. Your use of the Website is subject to your acceptance of this Agreement and only in compliance with all applicable laws. When you access, browse, or use this Website, you accept, without limitation or qualification, the TOU Agreement as if you had signed it. Also, when using particular Aviva services, you and Aviva are subject to any posted guidelines or rules applicable to such services which may be posted from time to time. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THIS AGREEMENT ARE RESERVED BY AVIVA AND ITS LICENSORS.

1. Restrictions on Use

Any materials posted on the Website that you copy, print, or download are licensed to you by Aviva for your personal, non-commercial use only, provided that you do not change or delete any copyright, trademark, or other proprietary notices. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Website, use of the Website, or access to the Website. Aviva reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. You agree that Aviva shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

2. Public Communication and Forum Conduct

You are solely responsible for all content of any type, including but not limited to text, music, and/or photographs (collectively “Content”) that you upload, post, email, transmit or otherwise make available on the Website. Aviva does not control the Content posted by you or others on the Website and, as such, does not guarantee the accuracy, integrity or quality of such Content. Aviva will not be liable for any Content, or for any loss or damage of any kind incurred as a result of the use of any made available in any manner through the Website. You agree that you, or any Content you submit, will not: contain libelous or otherwise unlawful, obscene, or abusive material; harm minors in any way; impersonate any person or entity, including, but not limited to, an Aviva official, forum leader, instructor, or other registered member, or falsely state or otherwise misrepresent our affiliation with a person or entity; contain any Content that infringes any patent, trademark, trade secret, copyright or other personal or proprietary rights of any party: contain any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; disrupt the normal flow of dialogue; interfere with or disrupt the Website or any servers or networks connected to the Website, “stalk” or otherwise harass another person or entity; or collect or store personal data about other users. We do not pre-screen Content, and have no obligation to do so, but you acknowledge that we reserve the right, in our sole discretion to refuse or move any Content that is available via the Website. Without limiting the foregoing, Aviva and its designees shall have the right to remove any Content that violates the TOU or is otherwise objectionable. You acknowledge and agree that Aviva may retain Content and may also disclose Content if required to do so by law or in the good faith belief that such retention or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOU; (iii) respond to claims that any Content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Aviva, its users and the public.

3. Harassment or Intimidation

Sending of abusive or unwanted material causing the work or Aviva online experience of others to be disrupted may violate school policies, may violate the law, and is unacceptable. Targeting another person or organization to cause distress, embarrassment, injury, unwanted attention, or other substantial discomfort is harassment, which is prohibited. Personal attacks or other action to threaten or intimidate or embarrass an individual, group, or organization; or attacks based on a person’s race, national origin, ethnicity, handicap, religion, gender, veteran status, sexual orientation, or another such characteristic or affiliation are prohibited.

4. Content Submitted or Made Available for Inclusion on the Website

Aviva does not claim ownership of Content you submit or make available for inclusion on the Website. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Website, you grant Aviva an irrevocable, royalty-free, non-exclusive, unrestricted, worldwide license to use, copy, sublicense, adapt, transmit, publicly perform, display, in all languages, and to incorporate such Content into other works in any format or medium now known or later developed. “Publicly accessible” areas of the Website are those areas of the Website that are intended by Aviva to be available to the general public. By way of example, publicly accessible areas of the Website would include Aviva discussion boards and portions of the Website that are open to both members and visitors. However, publicly accessible areas of the Website would not include portions that are limited to members, or enrolled distance education students, Aviva online services intended for private communication such as Aviva e-mail, or areas off of the Aviva network of properties such as portions of websites that are accessible through the Website but are not hosted or served by Aviva.

5. License

You acknowledge and agree that the Website as well as all software, course materials and content provided by Aviva, Aviva instructors, and/or third parties for the Aviva online courses (the “Course Content”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Website, Course Content, or advertisers is protected by copyright, trademarks, patents or other proprietary rights and laws. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Website or the Course Content, in whole or in part.

Aviva grants you a personal, non-transferable and non-exclusive right and license to use the Course Content on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Course Content. You agree not to modify the Course Content in any manner or form, or to use modified versions of the Course Content, including (without limitation) for the purpose of obtaining unauthorized access to the Website, or any portion of the Website. You agree not to access the Website by any means other than through the interface that is provided by Aviva for use in accessing the Website.

6. Individual Registration; Monitoring

You acknowledge and agree that Aviva, its affiliates, employees, contractors, and other designated representatives may monitor any and all of your activities in your use of the Course Content, including without limitation your session activity, progress preparing for exams, and results on practice exams. You acknowledge that Aviva’s ability to monitor access to, usage of, and potential misuse of the Course Content is essential to Aviva. To facilitate this, you represent that you have registered for the Website under your true legal name. You further acknowledge and agree that your employer or sponsoring firm, management and/or other persons designated by your employer or sponsoring firm, may monitor any and all of your activities in your use of the Course Content, including without limitation your session activity, progress preparing for exams, and results on practice exams. You agree to hold Aviva, its affiliates, suppliers, licensors, and sublicensees, and each of its and their respective employees, officers, directors, successors, licensees, agents, assigns, and advisors (collectively the “Aviva Parties”) harmless from and against any and all claims, damages, demands, or liabilities, including attorney’s fees and costs, relating to such monitoring activity, including without limitation any reporting and/or sharing of information regarding your use of the Course Content, and from and against any unauthorized use of the Course Content and/or any such information gathered from the monitoring activity described herein.

IF YOU ARE A “CORPORATE LICENSEE” OF THE COURSE CONTENT, YOU HEREBY GRANT TO AVIVA, ITS AFFILIATES, AND ITS INDEPENDENT ACCOUNTANTS THE RIGHT TO EXAMINE YOUR BOOKS, RECORDS AND ACCOUNTS DURING YOUR NORMAL BUSINESS HOURS TO VERIFY COMPLIANCE WITH THIS AGREEMENT. FOR PURPOSES OF THIS AGREEMENT, A CORPORATE LICENSEE IS DEFINED AS AN ENTITY OR OTHERWISE THAT HAS CONTRACTED WITH AVIVA TO PROVIDE THE COURSE CONTENT TO ITS STUDENTS OR OTHER “PROGRAM PARTICIPANTS”. IN THE EVENT SUCH AUDIT DISCLOSES NONCOMPLIANCE WITH THIS AGREEMENT, YOU SHALL PROMPTLY PAY TO AVIVA THE APPROPRIATE LICENSE FEES, PLUS THE REASONABLE COST OF CONDUCTING THE AUDIT.

7. Indemnity

You agree to indemnify and hold Aviva, and its directors, trustees, officers, employees, agents, affiliates, and co-branders, or other partners, and other users, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Website, your use of the Website, your connection to the Website, your violation of the TOU, or your violation of any rights of any third party.

8. Dealings with Third Parties

Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Aviva shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Website.

9. Links

The Website may provide, or third parties may provide, links to other websites or resources. Because Aviva has no control over such sites and resources, you acknowledge and agree that Aviva is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that Aviva shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such website or resource.

10. Payment

Aviva offers paid “Services”, including but not limited to the Course Content for a fee. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes in a timely manner with a payment mechanism associated with the applicable paid Services. If your payment method fails or your account is past due, we may collect fees using other collection mechanisms. Fees may vary based on your location and other factors, and Aviva reserves the right to change any fees at any time at its sole discretion. Any change, update, or modification will be effective immediately upon posting through the relevant Services.

11. Confidentiality

You acknowledge that the Course Content is confidential and proprietary to Aviva, that the information contained therein is of significant value, and that its disclosure to others would cause irreparable harm to Aviva. You agree that, upon expiration of the limited term of the license granted to you herein, you will return or destroy any copies of Course Content materials received from Aviva.

12. Content Updates

From time to time and at its sole discretion, Aviva may make updates to the Course Content as a result of changes in regulations and topics tested. Aviva has no obligation to you to make such updates, and any failure to do so shall not result in any liability of any kind to Aviva. In the event that Aviva releases updates to the Course Content materials, Aviva may post updates to the Course Content web site so that you may have access to the updates or changes to the Course Content materials. There shall be no additional charge to you for access to such online updates. However, you acknowledge and agree that Aviva has no obligation to provide you with any physical replacement of any materials. Physical material updates may be made available, at Aviva sole discretion, for an additional fee.

13. Carrier Charges

In addition to any fees that may be charged by Aviva for the Course Content, you may incur additional charges from telecommunications, internet, cellular, mobile, or other service providers. You agree that such charges are the sole responsibility of you or your employer. Please check with your service suppliers to obtain information on applicable fees.

14. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE COURSE CONTENT IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AVIVA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. AVIVA MAKES NO WARRANTY THAT (i) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (ii) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AVIVA OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOU.

15. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT AVIVA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AVIVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT OR STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND COURSE CONTENT RESULTING FROM ANY GOODS, DATA, INFORMATION OR COURSE CONTENT PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

16. Termination

You agree that Aviva, in its sole discretion and without prior notice to you, may terminate your registered account (or any part thereof) or use of the Website, and remove and discard any Content within the Website, for any reason, including, without limitation, for lack of use or if Aviva believes that you have violated or acted inconsistently with the letter or spirit of the TOU. Aviva may also in its sole discretion and at any time discontinue providing the Website, or any part thereof, with or without notice. Termination, suspension, or cancellation of this Agreement or your access rights will not affect any right or relief to which Aviva may be entitled in law or in equity. Upon termination of this Agreement all rights granted to you will automatically terminate. Paragraphs 1, 2, 4, 6, 7, 8, 9, 10, 11, 14, 15, 17, and 19 shall survive termination of this Agreement.

17. Trademark Information

Aviva trademarks, logos and product and service names are trademarks of Aviva Education, Inc. and Aviva International, Inc. Without Aviva’s prior permission, you agree not to display the above or use in any manner.

18. Copyrights and Copyright Agent

Aviva respects the intellectual property of others, and we ask our users to do the same. You may notify Aviva by providing the following information to our designated agent. Notices must meet the then-current statutory requirements imposed by the DMCA. If you believe you have a copyright infringement claim resulting from material posted on the Website:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • a description of the copyrighted work or other intellectual property that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Website;
  • your address, telephone number, and email address;
  • 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; and
  • a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Designated Agent: Eric Hamilton Aviva Education, Inc. 5848 Via Verona View Colorado Springs, Colorado 80919 Email: support@avivaeducation.com

19. General Information

The TOU Agreement and any posted operating rules constitute the entire agreement between you and Aviva and govern your use of the Website, superceding any prior agreements between you and Aviva with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or thirdparty software, including but not limited to Thinkific terms of use. You may not assign your rights under this Agreement to any third party. If you acquired the software in any other country, unless expressly prohibited by local law, the TOU Agreement and warranties are controlled by and construed under the laws of the State of Delaware, United States of America, notwithstanding any conflicts of law provisions; and the state and federal courts of Delaware shall have exclusive jurisdiction over any claim arising under the TOU Agreement or warranties. You agree that this Agreement specifically disclaims the application of the UN Convention on Contracts for the international sale of goods. Notwithstanding the foregoing, as applicable, you or Aviva may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of its intellectual property or proprietary rights. The TOU Agreement has been written in the English language, and you agree that the English version will govern this Agreement. The failure of Aviva to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Course Content or the TOU must be filed within twelve (12) months after such claim or cause of action arose or be forever barred. The section titles in the TOU are for convenience only and have no legal or contractual effect.

20. Violations

Please forward any questions or report any violations of the TOU to: support@avivaeducation.com.