AVIA Terms of Service

Last Updated: Feb 10th, 2025

By clicking the "Login in" or "Sign up" or “Accept” button, the user ("You") agree(s) to be bound by the terms and conditions contained in this agreement (the "Agreement") and the terms and conditions of Abundant Venture Innovation Accelerator d/b/a AVIA, LLC's ("AVIA") Privacy Policy, which is published at connect.avia.health/legal-information and which is incorporated herein by reference. The Privacy Policy explains how AVIA treats your information, and protects your privacy when you use AVIA Marketplace. If you do not agree to be bound by these terms and conditions or Privacy Policy policies, you may not use AVIA Marketplace.

You agree that AVIA may terminate this Agreement, for any reason at our sole discretion, at any time, by providing you seven (7) days advance notice, and that AVIA reserves the right to suspend, or discontinue all or any aspects of AVIA Marketplace, for any reason or no reason at all, at our sole discretion, at any time. You further agree that AVIA may terminate this Agreement for cause at our sole discretion at any time, immediately upon notice to you, if you breach the terms and conditions of this Agreement. Upon termination, You may request a copy of your organization’s data and AVIA agrees to provide such copy in a readable electronic format within a reasonable time.

You acknowledge and agree that AVIA may, directly or indirectly through the services of third parties, collect and store information regarding use of AVIA Marketplace through collection methods built into AVIA Marketplace.

You further agree that AVIA may use such information for any purpose related to any use of AVIA Marketplace or the services provided by AVIA, including but not limited to:

• improving the performance of AVIA Marketplace or developing updates to AVIA Marketplace.
• improving the quality of services provided by AVIA and its Associates.
• personalizing the experience for each user.
• verifying your compliance with the terms of this Agreement and enforcing AVIA's rights, including all Intellectual Property Rights in and to AVIA Marketplace.

For further information, please see AVIA’s Privacy Policy, which is published at connect.avia.health/legal-information.

In the use of AVIA Marketplace, you agree that:

• You will not utilize AVIA Marketplace unless authorized to do so directly by AVIA or pursuant to your employment or contractual relationship with an AVIA client;
• You will not access or attempt to access any account or log in of any other user or third party listed on AVIA Marketplace;
• You will not breach or attempt to breach any security measures of AVIA Marketplace;
• You will not make illegal use of AVIA Marketplace or use it for purposes which are illegal;
• You will follow U.S. and international laws regarding transmitting data and you will not attempt to gain access to our computer system or any other computer systems;
• You will not remove, obscure, or alter any notice, logo, trademark, legend or other intellectual property or proprietary right designation appearing on or contained within AVIA Marketplace;
• You will not use any device, process, or mechanism (e.g., a spider or "bot") to monitor, retrieve, search, or access AVIA Marketplace without our prior written consent;
• You will not copy, modify, reproduce, delete, distribute, download, store, transmit, sell, re-sell, publish, reverse engineer, or create derivative works of any aspect of AVIA Marketplace;
• You will not tamper with or otherwise interfere or attempt to interfere in any manner with the functionality or proper working of AVIA Marketplace;
• You will not upload, post, transmit, or store any material that:
  • contains any protected health information (as such term is used in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the HITECH Act provisions of the American Recovery and Reinvestment Act of 2009 ("HITECH")
  • contains any personally identifiable information (PII), or sensitive personal information (SPI) as defined in applicable Federal or State privacy and security laws and regulations;
  • is competitively sensitive or contains proprietary trade secrets;
  • is unlawful, offensive, defamatory, fraudulent, deceptive, misleading, harmful, threatening, harassing, obscene, or objectionable;
  • breaches any of your contractual or confidentiality obligations;
  • disrupts or interferes with the normal operations of AVIA Marketplace, such as posting or transmitting viruses, continuous posting of repetitive materials, or posting and/or uploading abnormally large files or other data.

AVIA reserves the right to make the determination that any information or conduct on the AVIA Marketplace platform violates this Agreement, in our sole discretion.

In interacting with other community members, you agree that:

• You will not violate other's privacy rights or personal rights by abusing AVIA Marketplace or any information on AVIA Marketplace, including, but not limited to, harassing or "stalking" another person, sending unsolicited e-mails, or collecting other's personal information;
• You will not interfere with anyone else who is a user of AVIA Marketplace in their use of AVIA Marketplace;
• You will not post or submit any inaccurate, false, deceptively incomplete, unlawful, offensive, defamatory, fraudulent, misleading, harmful, threatening, harassing, obscene, or objectionable information, nor any other information that does not otherwise comply with this Agreement;
• You will not upload, post, transmit, or store any material that:
  • is an advertisement or other solicitation, including, but not limited to, any unauthorized advertising materials, unsolicited promotional materials, "junk mail," "spam mail," "chain letters," "pyramid schemes," franchises, distributorships, club memberships, sales arrangements, or similar materials.

AVIA reserves the right to make the determination that any information or conduct on the AVIA Marketplace platform violates this Agreement, in our sole discretion.

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access AVIA Marketplace and that you are not permitted to allow any other person or entity to use your password for any purpose. Accordingly, you agree that you are solely responsible to AVIA for all activities that occur under your account. If you become aware of any unauthorized use of your password you will notify AVIA promptly at support@aviahealthinnovation.com

We reserve the right to log, review, and otherwise examine any information stored on or passing through our networks, servers or systems.

Your access to and use of AVIA Marketplace and related services may be suspended for the duration of any anticipated, unanticipated, scheduled or unscheduled downtime, maintenance, system updates, malfunction, or other unavailability of the AVIA Marketplace or any portion or all of such related services for any reason, including as a result of power outages, system failures or other interruptions.

We shall also be entitled, without any liability to you, to suspend access to AVIA Marketplace or any related services at any time, on a system-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to AVIA Marketplace; (b) in the event of a denial of service attack or other attack on AVIA Marketplace or other event that we determine, in our sole discretion, may create a risk to AVIA Marketplace, to you or to any of our other clients if AVIA Marketplace service were not suspended; or (c) in the event that we determine that AVIA Marketplace or any related service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons.

AVIA grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use AVIA Marketplace as part of the services being provided to you by AVIA. This license is for the sole purpose of enabling you to use and enjoy the benefit of AVIA Marketplace, in the manner permitted by these terms and conditions. You may not, and you may not permit anyone else to, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to copy or extract the source code or object code of AVIA Marketplace or any part thereof. Except as expressly provided herein, AVIA has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use AVIA Marketplace, grant a security interest in or over your rights to use AVIA Marketplace, or otherwise transfer any part of your rights to use the AVIA Marketplace. Notwithstanding the foregoing, you are granted limited administrative rights to provide access to AVIA Marketplace in your reasonable discretion to those parties who would reasonably need to access information located on AVIA Marketplace, or who could upload information and documents onto AVIA Marketplace for you to access, that would assist you in utilizing the services provided by AVIA Marketplace in the ordinary course.

The content on AVIA Marketplace including without limitation, the text, software, scripts, graphics, photos, sounds, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to AVIA, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on AVIA Marketplace is provided to you AS IS for your information and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners of the Content. AVIA reserves all rights not expressly granted in and to AVIA Marketplace and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than to other AVIA Marketplace users or other members of your organization unless expressly permitted herein. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of AVIA Marketplace or features that prevent or restrict use or copying of any Content or that enforce limitations on use of AVIA Marketplace or the Content therein.

Names and logos of third parties (“Third Party Trademarks”) may appear on AVIA Marketplace. The presence of any Third Party Trademarks does not signal the endorsement, sponsorship, or affiliation of AVIA with any of the owners of applicable Third Party Trademarks. We cannot provide sublicensing rights for any Third Party Trademarks. If you are the owner of any Third Party Trademarks and wish for AVIA to remove your trademark(s) from AVIA Marketplace, please contact AVIA at support@aviahealthinnovation.com and we will assist you.

It is AVIA's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, without limitation, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers.

AVIA Marketplace may include hyperlinks to other websites or content or resources that are not owned or controlled by AVIA. AVIA has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or resources which are provided by companies or persons other than AVIA. You acknowledge and agree that AVIA is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such websites or resources unless specifically denoted. You acknowledge and agree that AVIA is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from such websites or resources. We encourage you to be aware when you leave AVIA Marketplace and to read the terms and conditions and privacy policy of each other website that you visit.

AVIA Marketplace may also include content and information that third parties have submitted to AVIA Marketplace regarding other companies, their areas of industry focus and services provided, names and titles of individuals affiliated with them, and other related business information, as well as questions and answers, reviews of services, and personal profile information, either in a private messenger app as well as openly posted on AVIA Marketplace (“Third Party Content”). AVIA has no control over, and assumes no responsibility for any such Third Party Content. You acknowledge and agree that AVIA is not responsible for the availability of Third Party Content and that AVIA does not endorse any advertising, products, or other materials on or available from third parties posting or submitting Third Party Content unless specifically denoted. You acknowledge and agree that AVIA is not liable for any loss or damage which may be incurred by you as a result of the availability or accuracy of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any Third Party Content.

In the event that you provide Third Party Content to AVIA Marketplace, you are solely responsible for the accuracy and completeness of any such Third Party Content. AVIA will not review or approve Third Party Content prior to publication. However, AVIA reserves the right to delete or revise any inaccurate, false, deceptively incomplete, unlawful, offensive, defamatory, fraudulent, misleading, harmful, threatening, harassing, obscene, or objectionable Third Party Content, or any Third Party Content that does not otherwise comply with this Agreement, from the AVIA Marketplace platform, in our sole discretion, without compensation or obligation to you. AVIA will not retain or store any deleted or revised Third Party Content and is not responsible for any losses you may experience as a result of deletion.

Endorsements of services or organizations, whether by badges, reviews, references or other Third Party Content posted on AVIA Marketplace by one user or organization, do not imply endorsement, sponsorship or affiliation with or by AVIA or other users or organizations.

AVIA Marketplace may also include software, content, data, or other materials, including related documentation, that are owned by persons other than AVIA and that are provided to AVIA on licensee terms that are in addition to and/or different from those contained in this Agreement ("Third-Party Licenses"). A list of all materials, if any, included in AVIA Marketplace and provided under Third-Party Licenses can be found at connect.avia.health/legal-information and the applicable Third-Party Licenses are accessible via links therefrom. You agree to be bound by and comply with all Third-Party Licenses. Any breach by you of any Third-Party License is also a breach of this Agreement.

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, AVIA MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO AVIA Marketplace OR ANY CONTENT THEREON OR SERVICES RELATED THERETO. YOU AGREE THAT USE OF AVIA Marketplace IS AT YOUR SOLE RISK. AVIA Marketplace IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

Neither AVIA nor its members, agents, affiliates, or designees nor each of their respective officers, directors, employees, agents, contractors, subcontractors or the like (collectively, “Associates”) warrant that use of AVIA Marketplace will be uninterrupted or error-free.

Under no circumstances shall AVIA or its Associates be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages that result from, arise out of or otherwise relate to your use of or inability to use AVIA Marketplace, or any website linked to AVIA Marketplace, including but not limited to reliance by you on any information obtained from AVIA Marketplace that results in mistakes, omissions, interruptions, deletion or corruption of files, viruses, delays in operation or transmission, or any failure of performance, or any loss of profit, loss of goodwill or data, or cost of procurement of substitute goods or services or other intangible loss suffered.

AVIA Marketplace utilizes industry accepted security systems in an attempt to eliminate unauthorized access to private information. By using AVIA Marketplace, you expressly agree to not hold AVIA or its Associates liable in the event of unauthorized access and subsequent use of your company and/or personal information. The foregoing Limitation of Liability shall apply in any action, whether in contract, tort or any other claim, even if an authorized representative of AVIA has been advised of or should have knowledge of the possibility of such damages.

You agree to defend, indemnify and hold harmless AVIA and any of its Associates, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from: (i) your use of or access to AVIA Marketplace; (ii) your violation of any term of this Agreement; or (iii) your violation of any third party right, including without limitation any privacy, copyright or other intellectual property right other than as a result of an action or omission of AVIA including any infringement of third party rights by AVIA Marketplace. This defense and indemnification obligation will survive this Agreement and your use of AVIA Marketplace.

All Notices by us to you shall be by email to the email address listed as AVIA Marketplace Administrator. All notices by you to us shall be by email to support@aviahealthinnovation.com or in writing to:

AVIA
515 N. State St.,
Suite 300
Chicago, IL 60654

This Agreement, including AVIA's Privacy Policy incorporated herein, constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter.

If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by AVIA without restriction.

Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and us (or any of our Associates).

AVIA Marketplace, including connect.avia.health website (excluding links to websites operated by others) is controlled and operated by AVIA from offices in Chicago, Illinois. Although AVIA has made no effort to publish AVIA Marketplace, including connect.avia.health website elsewhere, it is accessible in all fifty U.S. states and in other countries due to its presence on the Worldwide Web. As each of these states and countries have laws which may differ from those of Illinois and from each other, and as you and AVIA both benefit from establishing a predictable legal environment in which to publish, access and use AVIA Marketplace, including connect.avia.health website, by publishing, accessing, and/or using the sites you agree that all matters arising from or relating to the use and operation of the sites will be governed by the laws of the State of Illinois, without regard to its conflict of laws principles. You agree that all claims you may have arising from or relating to the operation or use of AVIA Marketplace, including connect.avia.health website will be heard and resolved in the courts of Cook County, Illinois. You consent to personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts. The foregoing not withstanding you agree that AVIA shall be entitled to apply for any necessary injunctive remedies in any jurisdiction. If you choose to access the connect.avia.health website from locations other than the State of Illinois, you will be responsible for compliance with all local laws of such other locations.

Last Modified Feb 10th, 2025