Terms of Use Agreement

Welcome to avisoretention.com (the "Site"). By using the Site, you are agreeing to comply with and be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms, you should not use this Site. The term "Aviso" or "us" or "we" or "our" refers to Aviso Coaching, LLC, a Delaware limited liability company the owner of the Site. The term "you" or "User" refers to the user or viewer of our Site.

Acceptance of Agreement

You agree to the terms and conditions outlined in this Terms of Use Agreement ("Agreement") and the Acceptable Use Policy and Privacy Policy with respect to the Site. You understand and agree that you are entering into this Agreement electronically, which will have the same force and effect as an agreement in writing. You further agree that we may provide you with required notices and terms about the Site electronically, either by (a) posting such notice on the Site or (b) by sending you e-mail to the e-mail address that you provided to us. You may always review the most current version of this Agreement by clicking on the "Terms" link on the home page of the Site.

Copyright and Proprietary Information

In this Agreement the content on the Site, including all information, methods, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called "Content". All Content and all software available on the Site or used to create and operate the Site is the property of Aviso or its licensors, and is protected by domestic and international copyright laws, and all rights to the Site, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Aviso.

Content provided by users is called "User Content". User Content includes, but it is not limited to, profile information supplied by users or provided by the school or other educational institution that gives you access to the Site, posts and questions submitted to the Site, messaging to other users within the Site, certain biographical or business information supplied by users, and any other information submitted by a user for display on the Site. User Content is that user's property. Aviso's only right to that User Content is the limited licenses to it granted in this Agreement. Those licenses are described in Section 4 this Agreement.

Our Limited License of Content to You

Aviso grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Site and to view, copy and print the portions of the Content available to you on the Site for personal use only or for use by your specific business; provided, however, that no Content may be distributed by you to any third parties without our express permission. Such license is subject to this Agreement, and specifically conditioned upon your compliance with this Agreement, including without limitation, Aviso's Acceptable Use Policy. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in this Agreement may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by us at any time.

Your Limited License of Content to Us

We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site now and in the future. We also need the right to use your User Content in order to aggregate certain raw data contained or derived from that content, in a manner consistent with our Privacy Policy, to provide our Users additional services and information.

Therefore, by posting or distributing User Content to or through the Site, you (a) grant Aviso and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content on the Site, in the manner in and for the purposes for which the Site from time to time uses such User Content; and (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Site; and (ii) the use and posting or other transmission of such User Content does not violate this Agreement and will not violate any rights of or cause injury to any person or entity.

If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Site.

These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Site. And they are transferable because we need the right to transfer these licenses to any successor operator of the Site. Our rights to "modify, adapt, translate, and create derivative works from" are necessary because the normal operation of the Site does this to your User Content when it processes it for use on the Site.

Linking to the Site

You may provide links to the Site, provided that (a) you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Site, (b) your site does not engage in illegal or pornographic activities, and (c) you discontinue providing links to the Site immediately upon request by us.

Errors, Corrections and Changes

We do not represent or warrant that the Site will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Site will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Site at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site.

Third Party Consent

Third party content may appear on the Site or may be accessible via links from the Site. We are not responsible for and assume no liability for any content in a third park link, including, but not limited to, mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content on the Site. You understand that the information and opinions in the third party content represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect our belief.

Unlawful Activity

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

Indemnification

You agree to indemnify, defend and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Site.

Nontransferable

Your right to use the Site is not transferable or assignable. Any password or right given to you to obtain information or documents is not transferable or assignable without the prior written consent of Aviso.

Disclaimer

THE INFORMATION, SERVICES, CONTENT, AND DOCUMENTS FROM OR THROUGH THE SITE ARE PROVIDED "AS-IS," "AS AVAILABLE," WITH "ALL FAULTS", AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, EXCEPT AS PROVIDED IN SECTION 12(b). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.

Limitation of Liability

(a) We and any Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (i) any errors in or omissions from the Site or any services or products obtainable therefrom, (ii) the unavailability or interruption of the Site or any features thereof, (iii) your use of the Site, or (iv) the content contained on the Site.

(b) THE AGGREGATE LIABILITY OF US AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE AND/OR THE PRODUCTS, INFORMATION, DOCUMENTS AND SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT SPENT ON SERVICES OR PRODUCTS OFFERED BY THE SITE, AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.

Use of Information

We reserve the right, and you authorize us, to the use and assignment of all information regarding Site usage by you and all information provided by you in any manner consistent with our Privacy Policy. All remarks, suggestions, ideas, graphics, or other information about the Site communicated by you to us (collectively, a "Submission") will forever be our property. We will not be required to treat any Submission as confidential, and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

Privacy Policy

Our Privacy Policy, as it may change from time to time, is a part of this Agreement.

Acceptable Use Policy

Our Acceptable Use Policy, as it may change from time to time, is a part of this Agreement. You must review this Acceptable Use Policy by clicking on this link.

Legal Compliance

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and the content and materials provided therein.

Inactive Accounts; Cancellation; Termination of Agreement

You may terminate this Agreement and your use of the Site at any time, however continued usage may be required of you by your school or educational institution. We reserve the right to terminate your User account and your use of the Site without prior notice if we believe in our discretion that you have violated or acted inconsistently with this Agreement or the Acceptable Use Policy. When your account is terminated, your User Content may remain in the Aviso system as long as you continued to be enrolled at the school or educational institution and your school or educational institution continues to use the Service.

Miscellaneous

You and we are independent parties, and nothing in this Agreement creates a partnership, employment relationship or agency. There are no third-party beneficiaries of this Agreement. You may not assign this Agreement, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be invalid.

This Agreement shall be treated as though it were executed and performed in Columbus, Ohio, and shall be governed by and construed in accordance with the laws of the State of Ohio (without regard to conflict of law principles). Any cause of action by you with respect to the Site (and/or any information, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Sections 12 and 13. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.

Electronic Communications.

When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.