ABILIVY TERMS OF SERVICE

Among other things, these Terms of Service constitute the Agreement between Abilivy, LLC (“Abilivy”, “We”, “Our” or “Us”) and you (the “Customer”) in using Abilivy.net or the Abilivy mobile app (the “Service” or “Site”). The Service is owned and operated by Abilivy. “Authorized Users” are any Customer employee, contractor, agent or any other individual authorized by Customer to access and use the Service, via Customer’s purchased subscriptions, for the purpose specified herein. You are responsible for Authorized Users’ compliance with this Agreement.

BY ACCESSING OR USING ANY AREAS OF THIS SERVICE, YOU AGREE TO BE LEGALLY BOUND TO AND ABIDE BY THESE TERMS AND CONDITIONS WHICH INCLUDE THE TERMS AND CONDITIONS OF ABILIVY’S PRIVACY POLICY (the “AGREEMENT”). If you do not agree to the terms and conditions of this Agreement, you are not authorized to access, browse or otherwise use this Service.

Abilivy, at its sole discretion, reserves the right to modify or amend this Agreement at any time without notice. Any modifications will become effective when posted on this Site. By using this Service after any changes in this Agreement, you agree to be legally bound by the Agreement as amended. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Agreement at any time on the Site. Therefore, you should frequently visit this page to determine the present terms to which you are legally bound.

Abilivy may terminate your right to use this Service for any reason, at any time without notice. In the event of any such termination, you agree that you remain bound by this Agreement and its restrictions on you.

ABILIVY INFORMATION AND CONTENT

All information and content provided by Abilivy on this Service, whether explicitly marked or not, (individually and collectively, “Abilivy Content”) are owned by Abilivy, its subsidiaries, affiliated companies or joint partners, or are used with permission. All Abilivy Content are subject to U.S. (federal and state) and international copyright, unfair competition and other intellectual property laws. Abilivy Content includes, but is not limited to, the data, written material, text, typefaces, graphics, images, photographs, graphs, illustrations, maps, designs, icons, logos, artwork, animations, video, audio, music, sounds, user interfaces, visual interfaces, software, their related files and their design, structure, selection, coordination, expression, look and feel, and arrangement provided by Abilivy on the Site.

All trademarks, servicemarks, logos, model and brand names, emblems and protectable trade dress elements, whether explicitly marked or not, (individually and collectively, “Marks”) used on this Service are owned by Abilivy, its subsidiaries, affiliated companies or joint partners, or are used with permission. All Marks are subject to U.S. (federal and state) and international trademark, unfair competition and other intellectual property laws.

You may not copy, reproduce, download, upload, post, display, broadcast, transmit, distribute, publish, republish, encode, translate or otherwise use any Materials or Marks provided on this Site in any form, by any means, in any medium, or by any information storage or retrieval system without the express written permission of Abilivy.

Except as expressly stated in this Agreement, nothing in this Agreement or in the Service gives you any license or right to any copyright, patent, trademark or other proprietary interest of Abilivy or any third party.

You may not obtain or attempt to obtain any Abilivy Content or Marks or other information or content of Abilivy through any means not intentionally made available by Abilivy. You may not use robots, spiders, data mining techniques or other automated means or programs to catalog, download, access, store, monitor or distribute this Service, unless specifically permitted by Abilivy. You may not take any action to interfere with or disrupt the Service, test the vulnerability of the Service or any connected computer, computer system, or network, circumvent security measures or attempt to exceed the limited authorization and access granted to you under this Agreement. When using the Service, you agree not to pretend to be someone else or spoof their identity. You may not use the Service or any Abilivy Content or Marks for any purpose that is illegal or otherwise prohibited hereunder.

All comments, feedback, suggestions, ideas, and other material, written or not, that you disclose, submit or offer to Abilivy in connection with your use of this Service (“Your Comments”) shall be and remain the exclusive property of Abilivy. You agree that Abilivy shall have the exclusive right to use, reproduce, create derivative works of, publicly perform, publicly display, transfer, transmit, distribute and publish Your Comments in any medium and for any lawful purpose throughout the world. You promise, state and represent that you own all intellectual property rights in Your Comments. You also agree that Abilivy is not under any obligation to maintain Your Comments in confidence, to pay you any compensation for Your Comments or for Abilivy’s use of Your Comments. You further agree that Abilivy may use your name or any fictitious name to identify you as the author of Your Comments. You agree that you shall be solely responsible for the content of Your Comments.

Any use of the Abilivy Content or Marks provided in this Service that is not in accordance with the above terms and conditions shall be an unauthorized use and subject you to civil and criminal penalties as provided by applicable U.S. and international intellectual property laws. Abilivy reserves the right to fully prosecute any unauthorized use of the Service, the Site, Abilivy Content and/or Marks and to avail itself of any rights and remedies available under applicable law.

CUSTOMER INFORMATION AND CONTENT

Except for Your Comments, all information and content uploaded by you, or your Authorized Users onto this Site (“Customer Content”) is owned by Customer. You are responsible for all Customer Content posted and activity that occurs under your account. Customer Content includes, but is not limited to, personal data, course materials, and Authorized Users. You are solely responsible for the legality (including but not limited to the authorization to use), reliability, integrity, accuracy and quality of the Customer Content. Abilivy may suspend or terminate use of Services and this Agreement immediately upon receipt of any notice, which alleges that you and/or Authorized User has used Services for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc.

Abilivy does not pre-screen Customer Content, but Abilivy and its designee have the right (but not the obligation) in their sole discretion to refuse or remove without notice any Customer Content that is available via the Service.

You are responsible for maintaining the security of your account and password. Abilivy cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

Abilivy may compile, store and use Aggregated Data and system usage information to monitor and improve Services and for the creation of new services and products. “Aggregated Data” is data that is gathered and expressed in summary form. Aggregated Data will not identify a particular user or customer. Abilivy may use the Aggregated Data for benchmarking, derivative data products, disclosure to third parties, or other purposes.

FEES AND PAYMENT TERMS

Unless provided by written permission from Abilivy, a valid credit card or PayPal account (“Customer Payment”) is required for paying accounts. Customer Payment will be charged in advance for any credits or subscriptions to be used in the Service. Use of the Service will not be authorized if Customer does not maintain a sufficient balance of credits or subscriptions. Failure to pay for using the Service will result in the termination or suspension of your access to the Service.

Prices of all Services are subject to change without notice. Such notice may be provided at any time by posting the changes to the Service itself. Charges for the Service will include any applicable taxes.

For any upgrade or downgrade in plan level, the Customer Payment that you provided will automatically be charged the new rate on your next billing cycle. Downgrading your Service may cause the loss of Content, features, or capacity of your account. Abilivy does not accept any liability for such loss.

CANCELLATION AND TERMINATION

You are solely responsible for properly cancelling your account. If you cancel the Service before the end of your current paid up month, your cancellation will take effect by the end of your current paid month, and you will not be charged again. Unused credits will not be refunded.

Abilivy, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service at any time and without prior notice in case of (a) fraudulent, criminal, grossly negligent, willful, or otherwise intentional misconduct, or violation of any law or regulation, in connection with the performance of your obligations hereunder and/or (b) demonstrated usage negatively impacting the performance of the Service and/or (c) breach of the herein Service terms and conditions. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all content in your Account or any other similar action deemed appropriate.

ADDITIONAL TERMS AND CONDITIONS

You will not attempt to gain unauthorized access to this Service, any Abilivy server, or to any computer, computer systems, networks or servers that host, support or that are otherwise connected to this Service whether by hacking, password mining or by any other means.

Additional terms and conditions may apply to purchases of goods and services offered through, advertised on, or otherwise made available through this Service or to specific portions of this Service, if any. You agree to be bound by such additional terms and conditions and acknowledge that if there is a conflict between these terms and conditions and the additional terms and conditions with respect to the purchase of goods and services or with respect to those specific portions of this Service, the additional terms and conditions shall control.

Technical support is only provided to Customers that have paid for the Service and is only available via email.

Abilivy retains the right to contact you from time-to-time via email or other mechanisms. You can request to remove yourself from the communications by emailing customerservice@abilivy.com. Abilivy has the right to use your company name in its marketing communications.

DISCLAIMERS

YOU USE THIS SERVICE AT YOUR OWN RISK. ALL INFORMATION AND CONTENT ON THIS SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURCHASE, TITLE OR NON-INFRINGEMENT.

Without limiting the above disclaimers, Abilivy, its subsidiaries, affiliated companies and joint partners make no warranties or representations whatsoever: (1) concerning this Service or any other Internet Service, the access to, or the availability or use of, this Service or any other Internet Service; (2) concerning the Materials or Marks and any other information and content from whatever source posted on or referred to in this Service or any other Internet Service or the accuracy, completeness or timeliness of such Materials, Marks or other information and content; (3) that your access to, or use of this Service or any other Internet Service will be uninterrupted or free of errors or omissions, that defects will be corrected, or that this Service or any other Internet Service is, or the information or content from whatever source available for use or downloading are free of computer viruses, worms, Trojan horses or other harmful components; (4) concerning any services or products listed on, or accessed through this Service or that such services or products will be available for purchase or not withdrawn at any time; and (5) regarding the accuracy, functionality, specifications or any other aspect of items from whatever source posted or accessed through this Service.

Abilivy has no obligation to update any Materials or Marks on this Service. Accordingly, Abilivy, its subsidiaries, affiliated companies and joint partners assume no responsibility regarding the accuracy of the Materials or Marks provided on the Service. Any use of the Materials or Marks provided on this Service is done so at your own risk.

This Service may use hyperlinks as a convenience to you so that reference material, company-related subjects and other pertinent material is easily accessible. Abilivy does not sponsor, endorse or otherwise approve of any information, content, polices or practices of such hyperlinked or referenced Services. You access, browse and use such Services at your own risk.

INDEMNITY; INJUNCTIONS

You agree to defend, indemnify, save and hold harmless Abilivy, its subsidiaries, affiliated companies, joint partners, licensees and their respective directors, officers, employees and agents from and against all liabilities, claims, damages and expenses, including attorneys’ fees as incurred, arising out of your use of this Service including any violation or alleged violation of this Agreement.

If you have violated or if you threaten to violate the terms and conditions of this Agreement, you agree that your actions and/or omissions shall be unlawful and shall constitute an unfair business practice and will cause Abilivy irreparable harm for which money damages would be inadequate. Therefore, in such event, Abilivy shall have the ability to seek and obtain injunctive and/or other equitable relief that Abilivy deems appropriate, in addition to any other legal or equitable remedies available to Abilivy under applicable law.

LIMITATION OF LIABILITY

IN NO EVENT WILL ABILIVY, ITS SUBSIDIARIES, AFFILIATED COMPANIES OR JOINT PARTNERS BE LIABLE TO ANY PARTY FOR ANY INJURY, DEATH, LOSS, CLAIM, ACT OF NATURE, ACCIDENT, DELAY OR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, ANY LOST REVENUES, LOST PROFITS, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR HANDLING SYSTEM OR OTHERWISE, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH THE USE, MISUSE OR INABILITY TO USE THIS SERVICE, THE MATERIALS OR MARKS THEREOF, OR ANY HYPERLINKED SERVICE, EVEN IF ABILIVY, ITS SUBSIDIARIES, AFFILIATED COMPANIES OR JOINT PARTNERS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY A THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS SERVICE.

PRIVACY POLICY

Abilivy’s Privacy Policy applies to your use of this Service and its terms and conditions are part of this Agreement. A copy of Abilivy’s Privacy Policy is available on this Site. You further understand that all transmissions of information to Abilivy are never completely private and safe, even if encryption or other security techniques are employed.

MISCELLANEOUS

Abilivy may be required by law to notify you regarding events or developments. In addition to other methods of delivery, you agree that such notices shall be effective upon our posting them on this Service and/or delivering them to you via e-mail.

Abilivy controls this Service (excluding linked sites) from its headquarters in Evanston, Illinois, United States of America and makes no representation that any content contained in this Service is appropriate or available for use in other locations. Accessing this Service in locations where the use of such content is illegal is prohibited.

By accessing this Service, you agree that the statutes and laws of the State of Illinois, notwithstanding any principles of conflicts of law, will apply to all matters relating to use of this Service and that if you use this Service from any other location, you are responsible for compliance with applicable local laws. Any claim relating to this Service shall be litigated in the State of Illinois, in the County of Cook, and you hereby consent to the jurisdiction and venue of those courts. You expressly agree that the privacy laws of other countries and jurisdictions outside the United States of America, e.g., but not limited to, privacy laws in Canada and in the European Union and its member states, shall have no effect or otherwise be applicable to this Agreement, your use of this Service, or our obligations to you.

This Agreement and all related parts represent the entire agreement between you and Abilivy regarding your use of this Service. This Agreement supersedes any prior statement or representations made by you and/or Abilivy regarding your use of this Service. If any part of this Agreement is deemed unlawful, void, or unenforceable, that part will be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best comports with the intent of this Agreement; the remaining provisions of this Agreement will remain valid and enforceable. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Service, or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles herein are for convenience only and have no legal or contractual effect.

When applicable, you further agree, as a condition of using this Service, to ensure that all your agents, employees and independent contractors adhere to this Agreement.

You promise, state and represent that you are of sufficient legal age and competency to create binding legal obligations for any liability you may incur as a result of your use of this Service.

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