TERMS & CONDITIONS

This End User Content License Agreement (this “Agreement”) is a binding contract between AVO Training Institute, Inc. (“AVO”) and you (“You” or “Your” as appropriate), and governs your use of the Training Materials (defined below) purchased through avotraining.com, contained at the website located at www.inspiredlms.com/login/avotraining (the “Website”).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE OR THE TRAINING MATERIALS. BY ACCESSING OR USING THE WEBSITE OR THE TRAINING MATERIALS, OR BY ACCEPTING THIS AGREEMENT AT THE COMPLETION OF PURCHASE BY CHECKING THE BOX “I HAVE READ AND AGREE TO THE TERMS OF SERVICE”, YOU AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, AND YOUR SUBSEQUENT ACCESS OR USE OF THE WEBSITE OR THE TRAINING MATERIALS CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT ACCEPT OR AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE WEBSITE OR OTHERWISE ACCESS OR USE THE TRAINING MATERIALS. PLEASE ALSO READ OUR PRIVACY POLICY, LOCATED HERE, WHICH PROVIDES INFORMATION ON HOW WE COLLECT AND USE YOUR PERSONAL INFORMATION THROUGH YOUR USE OF THE WEBSITE.


1. LIMITED LICENSE

Subject to Your full payment of the purchase price for the Training Materials and your continued compliance with this Agreement, AVO grants You a nonexclusive, revocable, nontransferable, nonsublicensable and limited license to access and use the Training Materials in the United States or any other country expressly preapproved by AVO in writing solely for Your educational, personal and noncommercial use (the “License”). AVO reserves the right to suspend Your access to the Training Materials and terminate the License at any time for any or no reason, without notice to You.

Pursuant to the License, You will not: (i) copy, transfer, modify, translate, or create derivative works based on any of the Training Materials; (ii) disable or circumvent any of the security mechanisms provided with or embedded in any of the Training Materials or the Website; (iii) send to AVO or the Website or cause to be sent to AVO or the Website any software, viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) tamper with other customer accounts of AVO or its affiliates; (v) use any automatic device, program, algorithm or methodology or any similar or equivalent manual process, to access, acquire, copy, probe, test or monitor any portion of the Website or any Training Materials, or in any way circumvent the navigational structure or presentation of the Website or any Training Materials, or to obtain or attempt to obtain any materials, documents or information, including but not limited to the Training Materials, through any means not authorized by AVO or otherwise purposely made available through the Website; (vi) create “links” to or from the Training Materials or the Website, or “frame” or “mirror” any of the foregoing; (vii) reproduce, record, retransmit, distribute, lease, sell, publish, upload, post, publicly display, license, sell or otherwise commercially exploit any of the Training Materials or make the Training Materials available to a third party; (viii) conceal or remove any title, trademark, copyright, proprietary or restricted rights notice contained in the Training Materials; or (ix) permit anyone else to engage, directly or indirectly, in any of the activities described in the foregoing subparts (i) through (viii).

For purposes of this Agreement, “Training Materials” means all software, text, images, information, specifications, graphics, features, user interfaces, music, videos, photographs, trademarks, logos, artwork and other content on the Website related to safety and maintenance training, including but not limited to the design, selection, arrangement, and coordination of the foregoing on the Website.


2. ACCESS AND SECURITY

AVO may provide You with login IDs and passwords in order to access and use the Training Materials under this Agreement. AVO may require changes to existing login IDs or passwords at its discretion. Each login ID and password may only be used by a single user. You will ensure to protect and safeguard all login IDs and passwords from unauthorized use or disclosure. AVO reserves the right to deny access to the Training Materials to any party at its sole discretion.


3. INTELLECTUAL PROPERTY

The Training Materials contain proprietary content, information and materials, including but not limited to the Training Materials, that are protected by applicable intellectual property and other laws, including but not limited to copyright. You will not use such proprietary content, information or materials in way whatsoever except as expressly permitted pursuant to and in accordance with the terms of the License and this Agreement. AVO exclusively retains all rights, title and interest in and to the Training Materials and the Website, including all intellectual property and other proprietary rights therein.

 
4. TERM AND TERMINATION
The term of this Agreement begins on the earlier of (i) Your acceptance of this Agreement as evidenced by You clicking the “I Accept” button below, or (ii) Your access and use of the Training Materials (the earlier of such dates, the “Effective Date”); provided, however, the License will terminate after 90 days of the Effective Date, and Your ability to access and use the Training Materials will expire automatically without notice. Notwithstanding the foregoing, the License will automatically renew for additional 90 day periods upon Your purchase of other course materials that constitute Training Materials. Your rights under this Agreement, including the License, will terminate automatically without notice from AVO if You fail to comply with any term of this Agreement. Sections 3, 5, 6, 7, and 8 will survive expiration and termination of this Agreement.


5. DISCLAIMER; NO WARRANTY

THE TRAINING MATERIALS ARE NOT INTENDED FOR USE AS A PROCEDURAL OR OPERATING MANUAL. THE TRAINING MATERIALS ARE DESIGNED FOR INSTRUCTIONAL PURPOSES ONLY AND SHOULD NOT BE UTILIZED AS A REFERENCE OR INFORMATION FOR ACTUAL INSTALLATION, OPERATION, TESTING, CALIBRATION, MAINTENANCE OR OTHER OPERATING PURPOSES OF JOB SITES.

USE OF THE WEBSITE AND THE TRAINING MATERIALS IS AT YOUR SOLE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRAINING MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND AVO AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE TRAINING MATERIALS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. AVO AND ITS AFFILIATES DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE TRAINING MATERIALS, THAT THE INFORMATION AND CONTENT CONTAINED THEREIN WILL MEET YOUR REQUIREMENTS, THAT YOUR USE OF THE TRAINING MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE TRAINING MATERIALS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AVO OR ITS AFFILIATES OR REPRESENTATIVES SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

AVO DOES NOT PROVIDE REFUNDS OR EXCHANGES FOR ONLINE COURSE PURCHASES OF THE TRAINING MATERIALS. ALL SALES ARE FINAL.


6. INDEMNIFICATION

You will defend, indemnify and hold harmless AVO, its affiliates, and each of their respective directors, officers, employees, representatives, agents, successors and assigns (each, an “Indemnitee”) from and against any and all losses, damages, liabilities, judgments, awards, penalties, interest, fines, costs, fees or expenses of whatever kind, including, but not limited to, reasonable attorneys’ fees, incurred by any Indemnitee in connection with any claim, demand, suit, action, allegation, or any other proceeding arising under, made in connection with, or otherwise related to (i) Your breach of this Agreement, (ii) Your negligence, fraud or willful misconduct, or (iii) Your noncompliance with any law, rule or regulation.


7. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL AVO OR ITS AFFILIATES BE LIABLE FOR PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY LOSS, DAMAGE OR DESTRUCTION, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE TRAINING MATERIALS OR THE WEBSITE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF AVO OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL AVO’S OR ITS AFFILIATES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT PAID BY YOU FOR THE PARTICULAR TRAINING MATERIALS GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.


8. MISCELLANEOUS

AVO will not be liable for any failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction, component or materials shortage or any other cause beyond the reasonable control of AVO. You and AVO are independent contractors with respect to each other.

This Agreement does not create a joint venture or partnership between the parties; no party is by virtue of this Agreement authorized as an agent, employee or representative of the other party. This Agreement constitutes the entire agreement and understanding between You and AVO with respect to the Training Materials, and supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the Training Materials. In the event of a conflict between this Agreement and the terms and conditions located here, the terms of this Agreement will control with respect to the Training Materials. No modification of, amendment or addition to this Agreement is valid or binding without the express written consent of both You and AVO. Any waiver of any right or remedy under this Agreement must be in writing and signed by You and AVO. No delay in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion shall not be construed as a waiver of any right or remedy on any future occasion.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. You hereby consent to the exclusive jurisdiction of the state and federal courts in the City of Dallas in the State of Texas for the purpose of any action or proceeding brought in connection with this Agreement. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are expressly excluded from this Agreement and from any transaction that may be implemented in connection with this Agreement. If any provision of this Agreement is held to be unenforceable or illegal by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable, or shall be severed from this Agreement, and all other provisions of this Agreement shall remain in full force and effect. This Agreement, and any rights or obligations hereunder, shall not be assigned, subcontracted, sublicensed or otherwise transferred by You without the prior written consent of AVO. This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto, their respective successors and permitted assigns.