Terms of Service

Last Updated: October 3, 2023

Avocademy, Inc. (collectively, "we," "us" or "Avocademy") provides you with an access to its online courses, information, content, services, mentorship, materials (collectively, the “Content”), and enables your participation in Avocademy’s online educational programs or courses (collectively, the “Program”) and other related services, such as careers services, mentorship, community, or any part thereof (Content, Programs and such other relates services are collectively, the ”Services”). The Services may be accessed through www.avocademy.com and/or its subdomains (collectively, the “Website”), and social media, communication, and other online channels (collectively, “Channels”).

Your access to and use of the Website is governed by these Terms of Service (“Terms of Service”) and your access to, use of, participation and enrollment in our Services, including any Programs and Channels is subject to the these Terms of Service, Code of Conduct, and other Program specific terms (“Enrollment Terms”), which Avocademy makes available to you for review and/or execution in connection with your request to enroll into a Program or access and use the Services subject to Enrollment Terms and any other guidelines, rules, or licenses provided in connection with the Services. Terms of Service and Service Terms shall be referred to collectively as “Terms”. The Terms also include our Privacy Policy, incorporated herein by this reference.

By using the Services, clicking "Continue to Find Out if This is For You," “Register Now”, “I Agree”, “Submit”, submitting information for creation of your user account ("User Account"), enrolling into a Program, or by otherwise indicating your agreement with the Terms, you are electronically signing this agreement and you are agreeing to be bound by the Terms. If you do not agree to the Terms, do not access, or use the Website or the Services. If you are under the age of 18, but at least 13 years of age, you may access and use our Services provided that your parent or legal guardian accepts or otherwise indicates their agreement with the Terms and provides you with a consent to access and use the purchased Services. As such, if you are under 18, but at least 13, you represent that you possess legal parental or guardian consent to use the Services. The Services are not intended for, nor directed at, individuals under the age of 13 (or under the applicable age of consent in your jurisdiction); if you are under 13 years of age (or the applicable age of consent in your jurisdiction), do not use the Services.

ACCESS AND USER ACCOUNTS

You can access, use, or participate in any of our Services by accessing your User Account. If you enroll or participate in, interact with, access, or otherwise make use of any of our Services, including Programs, Channels, Forums (as defined below), or any other Avocademy community (“Student”) you must agree to never divulge or share access to your User Account with any third party for any reason and to abide by all applicable laws, rules, regulations, and the Terms.

During the enrollment you may be required to provide us with additional information to confirm your identity upon your enrollment into a Program or otherwise to grant you access to our Services. You agree and represent that all information provided by you is true, accurate, current, and complete and that you will maintain and update your information to keep it accurate, current, and complete. You acknowledge that if any information provided by you is untrue, inaccurate, not current, or incomplete, we reserve the right to terminate your use of and access to the Services, including your enrollment in any Program.

SERVICES

Avocademy reserves the right, at any time and from time to time, to temporarily or permanently modify or discontinue any Services or any part or portion thereof, with or without notice to you. You agree that Avocademy shall not be liable to you or to any third party for any modifications, suspensions, or discontinuance of the Services, or any portion thereof. Nothing in the Terms shall be construed to obligate Avocademy to maintain and support the Services or any part or portion thereof.

Avocademy, mentors, and instructors further reserve the right to alter, modify, or rearrange the schedule of topics of the Program, as well as the point value or weight of assignments, tests, quizzes, exams, projects, and other such evaluations of progress. By attending the Programs, you acknowledge that Avocademy, the instructors, and the mentors maintain the right and ability to adapt, modify, or revise the Program, any features, or accesses that Avocademy, the instructors, or the mentors deem appropriate.

CERTIFICATE

Upon successful completion of the Program that you enrolled in, Avocademy may, in its sole discretion of its instructors and mentors, award you with certificate, provided that you have completed the Program to the satisfaction of Avocademy including, without limitation, in compliance with all Avocademy policies and requirements set out in the Terms, the Program, and as otherwise communicated to you by mentors or instructors of Avocademy.

MODIFICATION OF THESE TERMS

We reserve the right to change or modify the Terms at our sole discretion at any time. During your enrollment in a Program, we will notify you of any material changes to the Terms. If you do not accept such changes, you should stop accessing or using the Website and/or the Services. If you are enrolled in a Program or otherwise use any paid Service, please notify [email protected] of your refusal to accept such changes. In the event of such refusal, we may terminate your access to, use of, or enrollment in our Services. Any change or modification to the Terms will be effective immediately upon posting by Avocademy on a Website, or as of the date indicated in the updated Terms.

VISITOR COMMUNICATIONS

If you are only browsing our Website or Services and you provided us with your contact information, we may contact you through our in-website and in-mobile app notification, messaging, or chat services. You consent to receive these notifications and messages. We also provide you with information and communication functionalities on our Website in the event you would like to contact us with questions or comments. If you use such information or features to contact us, or register for our Services or updates, you consent to receive any notifications, messages, or other communications in response to any such contact.

AVOCADEMY COMMUNICATIONS

Agreement to Receive Electronic Communications. You expressly consent to electronically receive all communications, agreements, documents, notices, and disclosures whether transactional or promotional in nature as described more fully in the Privacy Policy. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form.

Agreement to Receive Autodialed or Pre-recorded Calls and SMS Messaging. By agreeing to receive electronic communications and/or by providing us your telephone or mobile number in connection with our Services, you represent that you are the subscriber of the cellular service of the mobile number provided, or that you are authorized by the subscriber to sign up to receive communications by telephone or text message. You further consent to receive autodialed or prerecorded calls, SMS, and/or text messages from us so that we may (i) notify you about activity connected with your User Account and any use thereof; (ii) provide you with Services; (iii) troubleshoot problems with your User Account; (iv) resolve disputes; (v) collect debts; or (vi) as otherwise necessary to service your User Account or enforce these Terms, our policies, applicable law, or any other agreement we may have with you. With your consent, we may also use automated technology or a pre-recorded voice to contact you by phone or SMS with offers and promotions that may interest you. To opt out of receiving offers and promotions by phone or SMS, please text STOP in reply to any communication sent by us or to the phone number identified in connection with our Service from the device for which you no longer wish to receive communications. We won’t share your phone number with third parties for any other purposes, other than to provide services to Avocademy on our behalf as noted below, without your consent. We may share your phone numbers with our third-party service providers, that facilitate the provision of the Services, customer support, billing, or collections companies, who we have contracted with to assist us in pursuing our rights or performing our obligations under the Terms, policies, applicable law, or any other agreement we may have with you. Other than prohibited by law, you agree these parties may also contact you using autodialed or prerecorded calls and text messages, as authorized by us to carry out the purposes we have identified above, and not for their own purposes. Standard telephone minute and text charges may apply.

You further understand and consent that we may, upon notice at time of contact, monitor, or record telephone conversations between us (or our service providers) and you or anyone acting on your behalf has with us or our agents for quality control and training purposes or for our own protection. You acknowledge and understand that, while your communications with us may be overheard, monitored, or recorded, not all telephone lines or calls may be recorded by us, and we do not guarantee that recordings of any particular telephone calls will be retained or retrievable.

If You Have an Oklahoma Area Code

By electronically signing this agreement, you authorize us to make or cause to be delivered to you at the number you provided a commercial telephonic sales call by telephone call, text message, SMS message or voicemail transmission using an automated system for the selection or dialing of telephone numbers or the playing of a recorded message when a connection is completed to a number called. You are not required to electronically sign this agreement directly or indirectly or to agree to enter into this agreement as a condition of purchasing any property, goods, or services.

If You Have a Florida Area Code

By electronically signing this agreement, you authorize us to make or cause to be delivered to you at the number you provided a commercial telephonic sales call by telephone call, text message, SMS message or voicemail transmission to you using an automated system for the selection or dialing of telephone numbers or the playing of a recorded message when a connection is completed to a number called or the transmission of a prerecorded voicemail. You are not required to electronically sign this agreement directly or indirectly or to agree to enter into this agreement as a condition of purchasing any property, goods, or services.

If You Have a Maryland Area Code

PRIVACY

In connection with your use of the Services we may collect, store, use, share, and/or process certain information about you and your interaction with our Services. For further explanation on how we treat information collected and received from you when you enroll, access, use, or participate in the Services, please view our Privacy Policy.

USER CONDUCT POLICY

As a condition of accessing or using any of the Services, including Channels, you are, prohibited from undertaking, and agree not to: (a) violate any applicable laws, regulations, or rules; (b) reproduce, duplicate, copy, sell, resell, display, publish, transfer, distribute, create derivative works of, or exploit for any commercial purposes any portion of the Services, the Online Courses, and any Content (as defined below); (c) reverse-engineer, decompile, disassemble or otherwise access the source code for any software that may be used to operate the Services; (d) use Avocademy’s name, trademarks, service marks, or other materials in connection with, or to transmit, any unsolicited communications or emails; (e) use any high volume, automated, electronic, or third party means to access the Services including without limitation robots, crawlers, browser plug-ins, browser extensions, spiders, or scripts (“Add-ons”)); (f) frame the Services, place pop-up windows over its pages, or otherwise affect the display of its pages; (g) falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym or misrepresenting your affiliations with a person or entity, past or present; (h) force headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; (i) directly, or through any Add-ons, scrape any part of the Website and/or Services; and/or (j) interfere with or disrupt the Services, Website, servers, or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services.

In addition, you may not post, upload, or transmit to or otherwise make available through the Services, Channels, any content, communications, or other information (collectively, "Unauthorized Content"):

that is obscene, fraudulent, indecent, or libelous or that defames, abuses, harasses, discriminates against, or threatens others;
that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other disabling devices or other harmful components intended to or that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information
that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
that infringes the copyright, patent, trademark, trade secret, right of publicity, or other intellectual property or proprietary right of any third party;
that violates the rights of other users of the Services and participants in the Channels;
that violates any applicable local, state, national or international law or otherwise advocates or encourages any illegal activity; or
That violates our Code of Conduct.

AVOCADEMY’S INTELLECTUAL PROPERTY RIGHTS

The Services are owned and operated by Avocademy and its licensors. All content or other material available through the Services, including, but not limited to, information on the Website, Program, speeches, video or other lessons, applications, pre-assessments and assessments, quizzes, presentation materials, homework assignments, programming assignments, programs, code, licenses, and other images, text, layouts, arrangements, displays, illustrations, documents, surveys, materials, audio and video clips, HTML, and files (collectively, the “Content”), are the property of Avocademy or licensors and are protected by copyright, patent and/or other proprietary Intellectual property rights under United States and foreign law.

Avocademy logos, trademarks and service marks which may appear on the Website(s), throughout the Services, Channels, and in Programs ("Marks") are the property of Avocademy and are protected under United States and foreign laws. All other trademarks, service marks, and logos used in the Services or Channels, with or without attribution, are the trademarks, service marks, or logos of their respective owners. In addition, elements of the Services are protected by trade dress and other federal and state intellectual property laws and may not be copied, reproduced, downloaded, or distributed in any way in whole or in part without the express written consent of Avocademy.

From time to time, Avocademy may include software, code, instructions, or other such information in the Content or materials for the Services; any such information is provided on an "as-is" basis for instructional purposes only and is subject to the Disclaimer of Warranties and Limitation of Liabilities as set forth and other terms herein. Any use of such information for commercial purposes is strictly prohibited. Avocademy, its affiliates, and licensors reserve all rights not expressly granted herein to the Services, Content, and Marks.

LICENSE TO USE THE SERVICES

Subject to your compliance with these Terms, Avocademy hereby grants you a freely revocable, worldwide, non-exclusive, non- transferable, non-sublicensable limited right and license to access, internally use and display the Services, including the Content, at your location solely as necessary to participate in the Programs as permitted hereunder. You must abide by all copyright notices or restrictions contained on the Website, in any Services, or in the Content. You may not delete any attributions, legal or proprietary notices on the Website, in the Services, or in the Content.

In some instances, some Services are provided on or through third party platforms or services (“Licensor”), which may require you to agree to or abide by the Licensor’s terms and conditions. Avocademy has no control and is not responsible for those Licensors of the services and platforms.

USER CONTENT

Avocademy may provide you with the ability to upload posts, chat with other users of the Services or participants in the Channels, post content, discussions, materials, media, and other information through the Services for social interaction or for use with the Services (collectively, “User Content”). Avocademy does not claim ownership of any User Content. Avocademy does not guarantee that any User Content is accurate, truthful, up to date, reliable, or appropriate and disclaims any and all liability to you to the fullest extent of the law related to such User Content. You understand and agree that your reliance on or reference to such User Content is solely at your own risk. Accordingly, subject to the license granted to Avocademy below, you will be the sole and exclusive owner of any and all rights, title, and interest in and to the User Content that you submit, post, or share via our Services and Channels.

With respect to any User Content you submit to our Services, Channels, and Website or that is otherwise made available to Avocademy, you hereby grant Avocademy an irrevocable, worldwide, perpetual, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform, and publicly display such User Content on the Website(s), or in the Services or Channels, or otherwise exploit the User Content, with the right to sublicense such rights (to multiple tiers), for any purpose (including for any commercial purpose). Avocademy reserves the right to remove any User Content at any time and for any reason.

To the extent that you provide any User Content through any of the Services, you represent and warrant that (a) you have all necessary rights, licenses and/or clearances to provide such User Content and permit Avocademy to use such User Content as provided above, (b) your User Content is accurate and reasonably complete, (c) as between you and Avocademy, you shall be responsible for the payment of any third-party fees related to the provision and use of such User Content, (d) such User Content does not violate and will not infringe or misappropriate any third party rights or constitute a fraudulent statement or misrepresentation or unfair business practices, and (e) your User Content shall comply with all applicable local rules including but not limited to rules regarding online conduct and acceptable content, including, but not limiting to, laws regarding the transmission of technical data exported from the United States or the country in which you reside.

FORUM, BLOG, AND CHATROOM SERVICES

You may be able to post messages to, and interact with other Students, users of Services, mentors, instructors, or Avocademy service providers through Channels, user forums, chat rooms, or other communication channels in connection with the Services (each a “Forum”). Your use of these Forums is subject to and governed by the Terms and Code of Conduct. By using any of the communications methods available in connection with the Services, you acknowledge and agree that (a) all communications methods constitute public, and not private, means of communication between you and the other party or parties, (b) communications sent to or received from third party service providers or other third parties are not endorsed, sponsored or approved by Avocademy in any manner (unless expressly stated otherwise by Avocademy) and (c) communications are not pre-reviewed, post- reviewed, screened, archived or otherwise monitored by Avocademy in any manner, though Avocademy reserves the right to do so at any time at its sole discretion in accordance with these Terms. You acknowledge and agree that any Services Avocademy provides to you via such Forums may be monitored or recorded for quality control purposes and that the information or material provided by Avocademy in the Forum is considered "Content" under these Terms and is provided for educational purposes only.

PAYMENT TERMS

By enrolling in a Program or purchasing any of our Services and providing Avocademy with your payment information, you hereby agree to these Terms, requirements, the payment terms herein, and any other Enrollment Terms. To enroll, access, use, or participate in the purchased Services, you must have internet access and a current valid accepted payment method as indicated during the enrollment process or as elected by you in the Enrollment Terms ("Payment Method") and abide by any requirements herein, including the Enrollment Terms. You agree that Avocademy or its third-party payment provider may access, store, and process your payment information you provided in connection with your selected Payment Method. You also agree to pay the applicable fees for the Services as they become due, whether on a one-time, installment, or loan basis, or as otherwise agreed between the parties in the Enrollment Terms. Fees may vary based on your location, the type of Payment Method used, where your Payment Method was issued, or other contractual arrangements. Your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. Avocademy does not support all payment methods, currencies or locations for payment and may vary such offerings from time to time. Additionally, you understand and agree that not all promotions and pricing are available to everyone , and that specific additional terms and conditions may apply to certain promotional programs, pricing, or geographic locations. You agree to use your own valid Payment Method and not impersonate or otherwise use certain Payment Method to avoid regulatory restrictions.

CANCELLATION & REFUND POLICY

Following your subscription cancellation, you may continue to have limited access to certain features or functionalities of the Services including Content. Avocademy reserved the right to terminate such access at its sole discretion.

Cancellation and Refund terms. Except as otherwise required by law, subject to the Country Specific Terms provided at the end of this these Terms of Service, your country of residence at the time of enrollment and the terms in the Enrollment Terms, you are provided with a period commencing on the enrollment date to cancel your enrollment in a Program (“Program Cancellation Period”). Please refer to the Country Specific Terms at the end of these Terms of Service. In order to cancel and request a full refund you must send a termination notice to [email protected] no later than by 11:59 EST on the last day of the Program Cancellation Period. After such a deadline, the fees paid for the enrolled Program are non-refundable.

Following your request to cancel, Avocademy may request information, feedback, or a call with an Avocademy representative to learn about your experiences with the Services or reasons for your cancellation. Such information will help Avocademy to better understand its customers’ needs and preferences. You are not required to provide any information or engage in any such communications to complete your cancellation. Regardless of any such communication, the date of your original cancellation request will serve as the date for calculating your refund eligibility; additionally,.

No Other Refunds. Other than as stated above, you acknowledge and agree that despite the purchased Services or the elected Payment Method, Avocademy does not refund any fees and charges related to your purchased Services. This includes any partially used or unused Services periods for which you have already paid. We do not guarantee refunds for lack of usage, dissatisfaction, or in the event that your enrollment and access to the purchased Services has been terminated by Avocademy due to your breach of any Terms or violation of Code of Conduct. Upon completion of the enrolled Program or otherwise expiration of your subscription to the Services, you will not be charged for future monthly fees unless you decide to enroll in other Services. However, you will not be issued a refund for the most recently (or any previously) charged fees. Unless otherwise set forth in the country specific terms, if you timely cancel your enrollment, and subsequently re-enroll to the same Service, including Program, you will not be entitled to the Refund Period. Only one Refund Period is extended by Avocademy for that same Service.

Taxes. When you purchase any Service from Avocademy, you agree to pay not only the applicable fee, but also, to the extent applicable, all applicable sales, use, value added, transaction taxes, or other government-required fees and charges that Avocademy determines it is required to collect (“Taxes”). Please note that Avocademy will calculate the “estimated Taxes” at checkout and that, upon confirmation, you may be responsible for a different total. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. You hereby authorize Avocademy to modify and charge any Taxes owed by you upon confirming the tax rate. Please also note that where VAT collection is required, if any, VAT will be calculated and added at checkout. You hereby agree to indemnify and hold Avocademy harmless against any and all claims by any tax authority for any underpayment of any Taxes, including, without limitation, VAT, and any related penalties and/or interest.

Credit Card Billing. Credit card payments are processed by our third-party payment processor(s). If you elected and agreed to pay by credit card, by agreeing to the Terms, you agree to be bound by the third-party payment processor’s terms. Any breach of those terms will be treated as a breach of the Terms. Based on the payment frequency you elected, your credit card will be charged in accordance with the elected payment schedule for the cost of the Services and any applicable taxes. If any fee is not paid in a timely manner, or our third-party payment processor(s) are unable to process your transaction using the credit card information you provided, we reserve the right to terminate your User Account or suspend or terminate your access to, participation in, or use of the Services as we deem appropriate. If your payment details change, your card provider may provide us with updated card details, and you agree to the collection of such details by our third-party payment processor(s). We may use these new details in order to help prevent any interruption in the access to and use of the Services. If you would like to use a different Payment Method or if there is a change in Payment Method, you must notify us promptly at [email protected].

LINKING TO THIRD-PARTY SITES AND CONTENT

The Website, Services, including Programs, Channels and Content may contain links to third party websites or content ("Linked Sites"), and those Linked Sites may contain content or offer products and/or services for sale. Avocademy does not author, edit, control, or monitor these Linked Sites. You acknowledge and agree that (a) we have no responsibility for the accuracy or availability of information provided by Linked Sites, and (b) we do not control or endorse the sponsors of such Linked Sites, or the content, products, advertising, or other materials presented on such Linked Sites. We may remove any Linked Sites on the Website, Services, including Programs, Channels and Content at any time for any reason or for no reason. AVOCADEMY WILL NOT BE LIABLE FOR ANY TRANSACTIONS CONDUCTED BY YOU WITH THIRD PARTIES THROUGH THE LINKED SITES OR FOR ANY LIABILITY ARISING FROM THE REPRESENTATIONS OR INFORMATION PROVIDED ON SUCH LINKED SITES. We appreciate that Linked Sites may contain material in which the operator of the Linked Sites has intellectual property rights. We respect those rights and provide the links for information purposes only. The fact that we have linked to any Linked Site does not create or imply any relationship or partnership with the operator of such Linked Site.

IDEA AND FEEDBACK SUBMISSIONS

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services (“Feedback”). You acknowledge and agree that any and all Feedback will be the sole and exclusive property of Avocademy, and you hereby irrevocably assign to Avocademy and agree to irrevocably assign to Avocademy all of your right, title, and interest in and to all feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist Avocademy to acquire, perfect, maintain its intellectual property rights, and other legal protections for the feedback.

PUBLIC REFERENCES BY USERS

You agree and acknowledge that we may identify you as a Student on the Website and in other marketing materials in the event that you make public reference to Avocademy, such as in a social media post or on a publicly available blog, article, or other forum. Avocademy may display your public statement in Avocademy marketing materials, presentations, Website, or in our Services. The foregoing shall be deemed a worldwide non-exclusive, and irrevocable license to use your public statement for this purpose. You also agree to be referenced in press releases and case studies prepared by Avocademy. In the event you would like Avocademy to stop using your public reference, please send an email to [email protected].

SERVICES AVAILABILITY AND LIMITATIONS

You acknowledge and agree that the Services, Website, Services, including Programs, Channels and Content may not be available at all times, and that certain usage limits may apply. You also understand that Avocademy, at its sole discretion, may limit, suspend, or terminate your use of any of the Services, including, without limitation those related to the Programs, Channels, and Content, such as access to mentors, instructors, career services, records of Program completion, or other Services. You also understand that Avocademy may modify or discontinue any or all of its Services at its sole discretion. For more information about access to Services, Channels, Content, and any related Services after completion of a Program or expiration of your enrollment period, please refer to the Enrollment Terms.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF ANY OF THE SERVICES, CHANNELS, AND ALL CONTENT IS AT YOUR SOLE RISK AND RESPONSIBILITY. THE SERVICES, CHANNELS, AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND THE ENTIRE RISK FOR YOUR ACCESS TO, USE OF, OR PARTICIPATION IN THE SERVICES, CHANNELS, AND CONTENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT (A) THE SERVICES, WEBSITE, CONTENT, OR THE CHANNELS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR ACHIEVE THE INTENDED PURPOSES, (B) THE WEBSITE, SERVICES, OR CHANNELS WILL NOT EXPERIENCE OUTAGES OR OTHERWISE BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE INFORMATION OR CONTENT OBTAINED THROUGH THE SERVICES, CONTENT, AND CHANNELS WILL BE ACCURATE, COMPLETE, CURRENT, ERROR- FREE, COMPLETELY SECURE OR RELIABLE, OR (D) THAT DEFECTS IN OR ON THE SERVICES, CHANNELS, OR CONTENT WILL BE CORRECTED. YOU ASSUME ALL RISK OF PERSONAL INJURY, INCLUDING DEATH AND DAMAGE TO PERSONAL PROPERTY, SUSTAINED FROM USE OF, ACCESS TO, OR PARTICIPATION IN SERVICES, CHANNELS, OR CONTENT.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL AVOCADEMY BE LIABLE TO YOU OR ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THE TERMS (INCLUDING ANY BREACH OF SECURITY OR DATA LOSS OR YOUR RELIANCE ON OR USE OF ANYTHING LEARNED IN ANY PROGRAM OR THROUGH THE SERVICES OR CHANNELS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, LOSS OR INACCURACY OF DATA, DOCUMENTS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE. AVOCADEMY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE TERMS, PROGRAM, SERVICES, WEBSITE, AND CHANNELS WILL NOT EXCEED THE GREATER OF TWENTY U.S. DOLLARS ($20); THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT EXPAND OR INCREASE THE FOREGOING LIMITATION. THE PARTIES ACKNOWLEDGE THAT THIS CLAUSE REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT AVOCADEMY WOULD NOT ENTER INTO THE TERMS OR MAKE THE SERVICES, CHANNELS, WEBSITE, AND CONTENT AVAILABLE TO YOU WITHOUT THESE LIMITATIONS ON LIABILITY. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN.

SOME OF THE ABOVE LIMITATIONS MAY NOT TO APPLY TO YOU AS NOT ALL JURISDICTIONS ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

INDEMNITY

You agree to indemnify, defend and hold harmless Avocademy, its subsidiaries and affiliates, and each of their officers, directors, agents, employees, and assignees from any and all claims, liabilities, expenses and damages, including reasonable attorneys’ fees and costs, relating to, in connection to, or arising out of (a) your use or attempted use of the Services in violation of the Terms, (b) your use or attempted use of any code, program, data, information or any other Content provided through the Services, Channels, and Content in a manner inconsistent with these Terms, (c) your use or your violation of any law or rights of any third party, or (d) your information you post or otherwise make available on or through the Services, Channel, and Content, including without limitation any claim of infringement of intellectual property or other proprietary rights.

TERMINATION OF RIGHTS

You agree that Avocademy, in its sole discretion, may deactivate your User Account or otherwise terminate your use of, access to, or participation in the Services, Channels, and Content, or any part thereof, for any reason or no reason, including, without limitation, if Avocademy believes that you have (a) breached these Terms; (b) infringed the intellectual property rights of a third party; (c) posted, uploaded or transmitted Unauthorized Content to the Services or Channel; or (d) violated or acted inconsistently with the letter or spirit of the Terms or Code of Conduct. You agree that any deactivation or termination of your access to or the use of the Services, Channel, and Content may be affected without prior notice to you and that Avocademy shall not be liable to you nor any third-party for any termination of your User Account or access to or use of the Services, Channel, Content, or any part thereof. You also acknowledge that Avocademy may retain and store your information on Avocademy’s systems notwithstanding any termination of your User Account, the Services, the Channel or any part thereof as set forth in our Privacy Policy.

Avocademy respects the rights and intellectual property of others, and we ask you to do the same. If you believe that your product or other work has been misrepresented or used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Avocademy’s Copyright Agent with the following information:

a description of the product, work, or other intellectual property that you claim has been misrepresented or infringed;
a description of where and/or specific link to the material that you claim is misrepresenting or infringing your product, work or other intellectual property is located in the Services, Channel, or Content;
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 owner of the product, work, copyright or intellectual property, or its agent, or applicable law;
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the product, work, copyright, or intellectual property owner or authorized to act on such owner’s behalf; and
an electronic or physical signature of the person authorized to act on behalf of the owner of the product, copyright, or other intellectual property interest.

Avocademy’s Copyright Agent for notices of disputes or claims of copyright or other intellectual property infringement can be reached as follows:

GOVERNING LAW AND JURISDICTION

The Terms, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to the Terms, or the negotiation, execution, or performance under the Terms (including any claim or cause of action based upon, arising out of, or related to any representation or warranty made in or in connection with the Terms or as an inducement to agree to the Terms), are governed by and will be construed and enforced in accordance with the laws of the State of Florida, including its statute of limitations, without reference to (i) any conflicts of law principles that would apply the substantive laws of another jurisdiction to the parties’ rights or duties, (ii) the United Nations Convention on Contracts for the International Sale of Goods, or (iii) other international laws. Any action or other judicial proceeding for the enforcement of these Terms or any of its provisions shall be instituted only in the courts of the State of Florida, Miami County.

Without limiting the foregoing, we have the right to fully cooperate with any valid legal process from a law enforcement authority with jurisdiction that requests or directs us to disclose your data or other information in the Services, Channel, or Content. YOU WAIVE AND HOLD HARMLESS AVOCADEMY, OR ITS AFFILIATES, LICENSEES, LICENSORS, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY AVOCADEMY OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER AVOCADEMY, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.

Avocademy agrees to comply with all applicable laws and regulations, including the General Data Protection Regulation 2016/679 and the California Consumer Privacy Act, with respect to the use and disclosure of your personal information and as further described in the Privacy Policy.

Should any dispute arise with regard to the Terms, the parties agree to first work in good faith to resolve such dispute, and neither party may commence any action with regard to such dispute until thirty (30) days have passed from the time such party has provided written notice to the other party of the nature of such dispute, provided that nothing herein will prevent us from seeking injunctive relief in the event of your actual or threatened breach of any terms of these Terms.

TRADE REGULATIONS

Accessing or using the Services, Channels, or Content from territories where the Services, Content, or functionality of the Services, or portions thereof, including, but not limited to, functionality discussed in the Privacy Policy, is illegal is expressly prohibited. If you choose to access, purchase, or access to or use of the Services or Channels, in any manner, you: (i) acknowledge and agree that you do so at your own initiative and at your own risk and (ii) represent and warrant that you are doing so in compliance with all applicable laws, regulations and orders, including, without limitation, the laws of the United States, the member states of the European Union, and the European Free Trade Association, pertaining to the export, re-export, transfer or resale of products or the provision of services.

COUNTRY SPECIFIC TERMS

Residents of the United States. If, at the time of enrollment in a Program, you were a resident of the United States and your Enrollment Terms specify that you enrolled into the Program available in the United States, the Program Cancelation Period is seven (7) days from the day you enrolled into a Program and were provided with access to the Program. Please refer to Cancellation and Refund Policy section above for further details regarding Cancellation and Refund Terms.

Residents of Canada. If, at the time of enrollment in a Program, you were a resident of Canada and your Enrollment Terms specify that you enrolled into the Program available in Canada, the Program Cancelation Period is ten (10) days from the day you enrolled into a Program and were provided with access to the Program. Please refer to Cancellation and Refund Policy section above for further details regarding Cancellation and Refund Terms.

Residents of United Kingdom. If, at the time of enrollment in a Program, you were a resident of United Kingdom and your Enrollment Terms specify that you enrolled into the Program available in the United Kingdom, the Program Cancelation Period is fourteen (14) days from the day you enrolled into a Program and were provided with access to the Program. Please refer to Cancellation and Refund Policy section above for further details regarding Cancellation and Refund Terms.

NOTICE OF ARBITRATION AGREEMENT

Unless you reject this Agreement, this Agreement provides that upon your or our election, all Claims between you and us will be resolved by BINDING ARBITRATION.

If you or we elect arbitration, you will be GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under the Contract (except for individual claims that may be taken to small claims court).

Your rights will be determined by a NEUTRAL ARBITRATOR and NOT by a JUDGE OR JURY. YOU WILL BE WAIVING YOUR RIGHTS TO A JURY TRIAL.

You are entitled to a FAIR HEARING, but arbitration procedures are simpler and more limited than rules that apply in court. YOU WILL NOT HAVE THE RIGHT TO BE A MEMBER OR REPRESENTATIVE IN A CLASS ACTION OR A PRIVATE ATTORNEY GENERAL ACTION IN COURT OR IN ARBITRATION.

Arbitrator decisions are enforceable as any court order and are subject to VERY LIMITED COURT REVIEW.

THE ARBITRATION ADMINISTRATOR'S FEES MAY BE MORE THAN THE FEES CHARGED BY A COURT.

Your agreement to the Terms of Service constitutes your agreement to this Agreement, subject to your right to later reject this Agreement. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE YOU AGREE TO THESE TERMS.

Us, We and/or Our means Avocademy, Inc., any parent, subsidiary, affiliate, predecessor and/or successor entity, and each of their officers, directors, shareholders, employees, agents and/or representatives. Us, We and/or Our also includes any third party providing any goods or service in connection with or incidental to the "Contract," as defined below. This Agreement is part of, and is hereby incorporated into, the Contract. However, whenever in this Agreement "Contract" is used, it does not include this Agreement.

You and your means you and/or any of your heirs or personal representatives and any person and/or entity acting by, on behalf of or through you by assignment or otherwise.

Contract means any promise, agreement or understanding between you and us, including, but not limited to any good and/or services we may provide you, our Terms of Service and/or any matter related to our Terms of Service, including any Program and/or Services sought and/or provided, and our User Conduct Policy and/or Privacy Policy as defined therein.

Agreement means this Arbitration Agreement.

Including and includes mean including but not limited to.

This Agreement describes how a "Claim," as defined below, may be arbitrated instead of litigated in court.

Claim means any dispute, controversy, right of action or cause of action between you and us arising from or related to one or more of the following:

(a) any Contract between you and us.

(b) any good or service provided to you by us.

(d) the termination of any relationship or agreement between you and us.

(e) User Accounts and our User Conduct Policy.

(f) billing, payments, payment disputes and/or any collection of amounts you owe us.

(g) any communication between you and us.

(h) our website and/or other promotional materials, advertising and/or solicitations.

(i) our Privacy Policy and/or any of your personal information.

Claim has the broadest reasonable meaning. It includes claims of every kind and nature: initial claims, counterclaims, cross-claims, third-party claims, statutory claims, contract claims, negligence and tort claims (including claims of fraud and other intentional torts). Notwithstanding any language in this Agreement to the contrary, Claim does not include a dispute about the validity, enforceability, coverage or scope of this Agreement, including the paragraph captioned "No Class Actions or Private Attorney General Actions," the final sentence under the paragraph captioned "Miscellaneous" and/or this sentence; any such dispute is for a court, not an arbitrator to decide.

However, notwithstanding any language in this Agreement to the contrary, Claim does not include any request for injunctive and/or declaratory relief so long as it does not include any request for damages, determination of any amount owed, including the right to set-off, attorneys' fees, court costs or monetary relief of any kind.

YOUR RIGHT TO REJECT THIS AGREEMENT. You have the right to reject his Agreement, in which event neither you nor we will have the right to require arbitration of any Claims. Rejection of this Agreement will not affect any other aspect of the Terms and Conditions. In order for you to reject this Agreement, we must receive a signed writing ("Rejection Notice") from you within 30 days of the day you agree to this Agreement stating that you reject the Agreement. The Rejection Notice must include your name, address, telephone number and must be mailed to us at Avocademy, Inc., 2125 Biscayne Boulevard, Suite 400B, Miami, Florida 33137, Attn: COO, by certified mail, return receipt requested. If you request reimbursement for your postage cost, the Rejection Notice should include the reimbursement request with proof of the cost. If the Rejection Notice is sent on your behalf by a third-party, such third-party must include evidence of his or her authority to submit the Rejection Notice on your behalf. If you reject this Agreement, that will not constitute a rejection of any prior arbitration agreement between you and us.

Selection of Arbitration Administrator. Arbitration shall be conducted by the American Arbitration Association (AAA) according to this Agreement and the applicable AAA arbitration rules in effect when the claim is filed (AAA Rules), except where those rules conflict with this Agreement. You can obtain a copy of the AAA Rules at the AAA's website (www.adr.org) or by calling 800-778-7879. Any arbitration shall be conducted in the city of the same U.S. District Court closest to your residence. You or we may choose to have a hearing, appear at any hearing by phone or other electronic means, and/or be represented by counsel.

Arbitration may be requested any time, even where there is a pending lawsuit, unless a trial has begun or a final judgment entered. Neither you nor we waive the right to arbitrate by filing or serving a complaint, answer, counterclaim, motion, or discovery in a court lawsuit. Even if you and we elect to litigate a Claim in court, you or we may elect to arbitrate any other Claim, including a new Claim in that lawsuit or any other lawsuit.

The burden to commence an arbitration proceeding, once elected by either party, is on the party prosecuting the arbitrable Claim, not on the party electing arbitration (although they could be the same party). If a party elects to arbitrate his or her own claims, he or she will commence arbitration by submitting the required AAA forms and requisite filing fees to the AAA. If a party threatens to litigate a Claim in court and the other party notifies him or her in writing of its election to arbitrate the Claim, the party threatening the claim must commence arbitration by submitting the required AAA forms and requisite filing fees to the AAA. If a party files a lawsuit to prosecute a Claim and the other party files a motion to compel arbitration and the motion is granted, the party prosecuting the Claim must commence arbitration by submitting the required AAA forms and requisite filing fees to the AAA. A party's failure to commence arbitration once another party elects to have a Claim arbitrated constitutes an intentional relinquishment of the right to prosecute that Claim in any venue.

The arbitration shall be conducted by a single arbitrator in accord with this Agreement and the AAA Rules, which may limit discovery. The arbitrator shall not apply any federal or state rules of civil procedure for discovery, but the arbitrator shall honor claims of privilege recognized at law and shall take reasonable steps to protect confidential information of either party if requested to do so. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statute of limitations, and may award damages or other relief under applicable law. The arbitrator shall make any award in writing and, if requested by you or us, may provide a brief statement of the reasons for the award. An arbitration award shall decide the rights and obligations only of the parties named in the arbitration, and shall not have any bearing on any other person or dispute.

If, for any reason, the AAA is unable, unwilling or ceases to administer an arbitration elected by you or us, we must agree in writing on an acceptable replacement administrator and, if no agreement can be reached, either party can request a court appoint one. Under no circumstances may an arbitration be administered by an administrator which has a formal or informal policy inconsistent with the paragraph below captioned "No Class Actions or Private Attorney General Actions."

NO CLASS ACTIONS OR PRIVATE ATTORNEY GENERAL ACTION. Notwithstanding any language herein to the contrary, if you or we elect to arbitrate a Claim, neither you nor we will have the right to (1) participate in a class action in court or in arbitration, either as a class representative, class member or class opponent, (2) act as a private attorney general in court or in arbitration, or (3) join or consolidate your Claim(s) with claims of any other person, and the arbitrator shall have no authority to conduct any such class, private attorney general or multiple-party proceeding. This paragraph does not apply to any lawsuit filed against us in court by a state or federal government agency even when such agency is seeking relief on behalf of a class of borrowers, including you. This means that we will not have the right to compel arbitration of any claim brought by such an agency.

Notice and Cure; Special Payment. Prior to initiating a Claim, the party initiating the Claim shall give the other party written notice describing the factual and legal basis of the Claim, the amount that party will accept in resolution of the Claim, and a reasonable opportunity not less than 30 days, to resolve the Claim by paying the amount demanded (Claim Notice). Any party who fails to provide the Claim Notice shall not be entitled to recover arbitration fees, attorneys' fees and/or costs, even if such fees and costs are otherwise recoverable by statute and/or contract. If (1) you submit a Claim Notice to us in accordance with this paragraph on your own behalf (and not on behalf of any other party), (2) you cooperate with us by promptly providing any information and/or documents we reasonably request to investigate the Claim, (3) we refuse to provide you with the relief you request, and (4) the arbitrator subsequently determines that you were entitled to such relief (or greater relief), you will be entitled to a minimum award of at least $2,500 (not including any arbitration fees and/or attorneys' fees and costs which may be recoverable).

Fees and expenses. Arbitration fees will be allocated according to the applicable AAA Rules. Each party will bear the administrator and arbitrator fees they are normally required to pay. The administrator and/or arbitrator may waive or reduce its fees for financial hardship. You will be responsible for requesting the waiver or reduction, and demonstrating your hardship to the satisfaction of the administrator and/or arbitrator pursuant to the AAA Rules or however they may otherwise instruct. If you ask in writing, we will pay administrator and/or arbitrator fees up to $1,500 that the administrator and/or arbitrator will not waive for any Claims asserted in good faith.

Each party is responsible for their owner attorneys' fees, expert fees and any other expenses, unless the arbitrator awards such fees and/or expenses based on applicable law and pursuant to this Agreement.

Applicable Law, Award of Arbitrator and Right to Appeal. This Agreement is governed by the Federal Arbitration Act (FAA). The arbitrator shall apply applicable substantive law consistent with the FAA. The arbitrator shall apply applicable statutes of limitations. The arbitrator is authorized and given the power to award all remedies that would apply if the action were brought in court. This authorization and power is limited by any constitutional limits that would apply in court. The arbitrator shall not apply federal or state rules of civil procedure or evidence unless the parties each agree in writing.

The arbitrator's award is confidential unless a party seeks judicial review of it pursuant to the FAA. Either party may make a timely request to the arbitrator for a brief explanation of the basis for the award. The award is final unless a party appeals it in writing to the AAA within 30 days of notice of the award. The arbitration appeal shall be determined by a panel of three arbitrators chosen in accordance with AAA Rules. The panel will consider all facts and legal issues anew based on the same evidence presented in the prior arbitration, and will make decisions based on a majority vote. Arbitration fees for the arbitration appeal shall be allocated according to the applicable AAA Rules. An award by a panel on appeal is final.

A final award is subject to judicial review as provided by the FAA. Judgment on the arbitrator's award may be entered in any court with jurisdiction.

The fees and costs of any appeal and/or request for judicial review will be borne by the party incurring the same, unless the arbitrator or court awards the prevailing party all or a portion of its fees and costs.

Miscellaneous. This Agreement shall survive changes to this Agreement, changes to or termination of any Contract, changes to or termination of any relationship between you and us, bankruptcy of any party, and/or assignment of any Claim to any other person or entity. If any part of this Agreement is deemed invalid or unenforceable, the other terms shall remain in force, except that there can be no arbitration of a class or representative Claim. If a court limits or voids any part of the paragraph captioned "No Class Actions or Private Attorney General Actions" in any proceeding, the entire Agreement (except for this sentence) shall be null and void with respect to such proceeding, subject to the right to appeal such limitation or voiding.

This Agreement (if you do not reject it) supersedes any prior arbitration agreement between you and us with respect to any Claim. This Agreement may not be amended, severed or waived, except as provided in this Agreement or in a written agreement signed by both you and us.

MISCELLANEOUS PROVISIONS

Avocademy may freely transfer or assign any portion of its rights or delegate its obligations under the Terms. You shall not transfer or assign, by operation of law or otherwise, any portion of your rights or delegate your obligations under the Terms without the prior written consent of Avocademy. Avocademy makes no representations that the Services or the Channels will operate (or are legally permitted to operate) in all geographic areas, or that the Services, Channels, Content, or other information, services or products offered through the Services are appropriate or available for use in other locations. If any provision of the Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the other provisions herein and shall not affect the validity and enforceability of any remaining provisions. Avocademy shall have no liability under the Terms to the extent arising from any failure of Avocademy to perform any of its obligations under the Terms due to any fire, flood, earthquakes, other acts of God, war, civil unrest, terrorism, Internet failures, governmental act or court order, national emergency, strikes or labor disputes, or any other event not within Avocademy’s reasonable control. Avocademy shall not be responsible for damage or other problems caused by any unauthorized change to the Terms made by way of hacking or cracking this page.

Any delay or failure on the part of Avocademy to enforce any rights under the Terms to which it may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time. The section titles herein are displayed for convenience only and have no legal effect. The Terms constitute the entire agreement between you and Avocademy relating to the matters set forth herein, and shall not be modified except in writing, as posted on the Services, Website, or Channels by Avocademy or through a specific writing between you and Avocademy. Any notice which may be required to be given to us under the Terms may be sent to us by writing or emailing to the following addresses: Avocademy, Inc., 2125 Biscayne Blvd Suite 400B Miami, FL 33137, Attn: COO Email: [email protected].

Avocademy, Inc. 2022

Terms of Service

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