Last Updated 9/25/2020

These Terms of Use govern how you may use the Avenica Pathways™ service, including interaction with career coaches, use of assignments, and access to related educational content and assessments (collectively, the “Program”). The Program is owned by Avenica, Inc., who has licensed the right to use the Program to business partners and customers (“Program Licensees”) pursuant to its standard Master Services Agreement and Statements of Work (the “Program License.”). The Program License will govern in the event of any conflict between the Program License and these Terms. You may use the Program only if you have been invited to do so by the Program Licensee, and by participating in the Program, you agree to all of these Terms of Use, applicable terms in the Program License and to our Privacy Policy.

YOUR USE OF THE PROGRAM

You represent and warrant to us that you have been directly invited to participate in the Program through relationship with the Program Licensee, and that you will only use the Program as authorized under the Program License and these terms. You acknowledge and agree that we may monitor and track your use of the Program to ensure compliance with these terms and analyze use of the Program, and that any questions, suggestions, ideas, and feedback you give us may be freely used by us to assess, evaluate, and improve the Program.

SITE SECURITY

You agree to take all reasonable measures to protect and keep confidential your login credentials for any component of the Program and the non-public aspects of the Program. You agree not to share, disclose, or make copies of, any parts of the Program, or allow others to access or use the Program. You may not violate or attempt to violate the operational integrity or security of any of the technologies used to deliver the Program, or use or attempt to use the Program for any unauthorized or unlawful purpose. Such violations may result in civil or criminal liability. We may involve, and cooperate with, the Licensee and law enforcement authorities in prosecuting anyone who is involved in such violations.

RIGHTS IN PROGRAM TOOLS AND FEATURES

Unless otherwise noted, the features and tools of the Program, including software, code, user interfaces, text, images, designs, photos, video, and other content (collectively, the “Tools”) are owned and/or licensed by Avenica, Inc. You expressly acknowledge and agree that no right, title or interest in any of the Program’s features or Tools is transferred to you as a result of accessing or using them. All intellectual property rights in the Program, including copyright, patent, trademark, trade secret, and trade dress rights, are expressly reserved by Avenica, Inc. or a third party that has licensed the use of their intellectual property rights to Avenica, Inc.

PERSONAL INFORMATION

Your submission of personal information to us is governed by our Privacy Policy.

For participants in the Program, in addition to what is listed in the linked Privacy Policy, information on your progress and use of the program may be provided to Program Licensees with whom you are affiliated.

DISCLAIMER AND LIMITATION OF LIABILITY

The Program, and the features, information, data and Tools found on the Program, are provided “as is” without warranties of any kind, either express or implied, including without limitation, warranties of title, implied warranties of merchantability, fitness for a particular purpose or non-infringement of intellectual property. We make no guarantee that the features and Tools of the Program will be uninterrupted or error-free, that the servers and networks making the Program available will be free of viruses or other harmful components. We make no warranty or representation regarding the results, reliability, accuracy, or currency of any information, services, Tools or features associated with or acquired pursuant to the use of the Program. You agree that your use of the Program is at your own risk, and we are not liable for any damages of any kind related to your use of the Program.

INDEMNITY

You agree to defend, indemnify and hold Avenica, Inc., its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, in any way arising from, related to or in connection with your use of the Program, the Tools, or your violation of these terms.

DISPUTE RESOLUTION

You agree that in the event of any claim, action or dispute arising out of or related to your use of the Program, or the breach, enforcement, interpretation, or validity of these terms, you will first communicate in writing to us at the contact address used in connection with the Program, and describe the facts and circumstances, and allow us at least thirty days to respond or resolve the dispute prior to taking any other form of action, including legal action.

CHOICE OF LAW

These terms shall be construed in accordance with the laws of the State of Minnesota, without regard to any conflict of law provisions. Any dispute arising under these terms shall be resolved exclusively by the Minnesota state or federal courts located in Hennepin County. No modification or waiver of these terms shall be enforceable unless in writing signed by us. These terms are severable, and if any one is deemed unenforceable, all other terms shall remain in full force and effect. These terms, along with the other agreements and policies referenced herein, constitute the entire agreement between us relating to your use of the Program.

CHANGES TO THESE TERMS

We may update these Terms of Use from time to time. When we do, we revise the “Last Updated” date at the top of this page. We encourage you to check this page periodically for any changes. You acknowledge and agree that it is your responsibility to review these Terms of Use periodically and become aware of modifications.

CONTACTING US

If you have any questions about these Terms of Use, or your experience with the Platform, or want to notify us of anything, please contact us at: legal@avenica.com

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