Last Updated Date: June 13, 2025
AVIVA SERVICES
TERMS OF SERVICE
WELCOME TO THE AVIVA SERVICES!
Please note that Section 15 of these Terms of Service contains a binding jury waiver and class action waiver. By agreeing to these Terms of Service, you and Aviva, LLC agree to submit any disputes between us exclusively to individual litigation in court before a judge, without a jury.
TABLE OF CONTENTS
1. Accepting the Agreement
2. Definitions
3. Your Account
4. Fees and Payment
5. Content
6. License Grant and Ownership
7. Acceptable Use
8. Monitoring
9. Third-Party Services
10. Indemnification
11. Warranties
12. Limitation of Liability
13. Confidential Information
14. Cancellation, Termination and Suspension
15. Dispute Resolution
16. General Provisions
1. ACCEPTING THIS AGREEMENT.
These Terms of Service (“Terms of Service” or “Terms”) and the other documents that we reference below make up the requirements to use the Services. Capitalized terms are defined either in Section 2 below, or within the context of the Agreement.
The Terms of Service is a legally binding contract between you and Aviva, LLC. Because it is such an important contract between us and our Users, we have tried to make it as clear as possible.
Please note that Section 15 contains a jury waiver and class action waiver, applicable to all Users. This means you and Aviva are waiving the right to have a trial by jury, or to participate in a class or representative action. Please read this Section carefully, as it affects your rights.
THIS AGREEMENT GOVERNS THE USE OF THE SERVICES AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICES. BY ACCESSING OR USING THE SERVICES IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, OR ACCESSING THE SERVICES, YOU REPRESENT THAT: (a) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (b) YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND ARE NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (c) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
2. DEFINITIONS.
The following are some key terms that will be helpful as you read these Terms. Other key terms may be defined in context within the Agreement. These are denoted by bold and capitalization.
“Account” means the account each User creates in order to use the Services. It serves as a User’s identity on the Services.
“Agreement” refers, collectively, to all the terms, conditions, and notices contained or referenced in these Terms of Service and all other operating rules, policies (including the supplemental terms mentioned in Section 1 above) and procedures that we may publish from time to time on the Services.
“AI Features” means any tools, features, or functionality in the Services that may be offered by us from time to time that utilize artificial intelligence or machine learning technologies.
“Authorized Participant” means any individual that a Primary User invites to collaborate, view, or otherwise share access to the Services with the Primary User.
“Aviva,” “we,” and “us” refers to Aviva, LLC.
“Confidential Information” means all information disclosed by Aviva or made available to you through the use of or access to the Services, whether tangible or intangible and in whatever form or medium provided.
“Content” refers to content featured or displayed through the Services, including documents, information, emails, calendar entries, data, text, artwork, audio, images, photographs, graphics, video, messages, tags and/or content, materials and other items, including designs, specifications, representations and warranties and other information related to systems, appliances, and other material installed or to be installed in a home.
“Documentation” means the user documentation related to the Services made available online to Users.
“Primary User” means the User that has paid the Fees for use of the Services and has the necessary permissions to invite an Authorized Participant to view the Services.
“Privacy Policy” means Aviva’s privacy policy found at https://www.withaviva.com/privacy-policy-1 as may be updated by Aviva from time to time in its sole discretion.
“Services” means the mobile application, website applications, interface, AI Features, API, portal, or web service application enabled or made available by Aviva and any services provided therewith.
“Share” (and its derivatives) refers to uploading, sharing, posting, emailing, transmitting, querying, commenting, or otherwise making available through or to the Services.
“Third-Party Products” means any and all software, applications, data, APIs, or other products or services owned by third parties and licensed to us for use in connection with the Services and subject to contractual, regulatory, or other legal obligations.
“Third-Party Terms” means any and all agreements, terms, conditions, policies, and other requirements of a third-party provider of a Third-Party Product, each as may be required from time to time by the applicable third party.
“User Content” is Content that is Shared by Users other than you.
“Users” are the individuals, companies, or organizations that have visited or are using the Services, Authorized Participants and Primary Users.
“You” and “your” refers to the User, Authorized Participant, company, or organization that accepts this Agreement, creates the Account, if applicable, accesses or uses any part of the Services, accesses or otherwise provides any information as part of the Survey, or that directs the use of the Services in the performance of its functions.
“Your Content” is Content that you Share, including Content provided by an Authorized Participant as part of a Survey.
3. YOUR ACCOUNT.
3.1 Creating Your Account. In order to access certain features of the Services, you will be required to create an Account. You must be 18 years old or older to use the Services, and by creating an Account, you represent that you are 18 years old or older. You must not create an Account or use the Services if you have been previously removed by Aviva, or if you have been previously suspended or removed from the Services. You must not create an Account using a false identity or information, or on behalf of someone other than yourself.
3.2 Registration Data. In registering an Account on the Services, you must (a) provide true, accurate, current, and complete information about yourself as prompted (the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Aviva may suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof) if you provide false or inaccurate data.
3.3 Responsibility for Account. You are solely responsible for any activity on your account. If you are registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business.
3.4 Your Account. You do not own or have any other property interest in your Account. Furthermore, you are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you must tell us immediately of any unauthorized use of your password or any other breach of security. You may not have more than one Account at any given time. Aviva reserves the right to remove or reclaim any usernames at any time and for any reason, including, but not limited to, claims by a third party that a username violates the third party’s rights.
3.5 Authorized Participants. A Primary User may invite up to five (5) Authorized Participants to view its Account and the Services provided thereto. Upon accepting the invitation from Primary User, Authorized User will be required to complete an onboarding process, create their own Account which will be linked with the Primary User Account and accept these Terms. Authorized Participants will not be permitted to connect its own email accounts, but will have the same access to the Account as Primary User and can take all other actions of Primary User within the Account. Primary User may remove any Authorized User in its sole discretion, at any time. Authorized Participants may not connect any Third Party Accounts to the Services. Any information uploaded or otherwise provided by or on behalf of Authorized Participant is deemed the Content of the Authorized Participant and shall at all times adhere to the restrictions, obligations, and representations for such Content as provided in these Terms of Service. The Primary User must have permissions from the Authorized Participant to provide us with the Authorized Participant’s personal information and send related communications on behalf of the Primary User to the Authorized Participant.
3.6 Communications with Aviva. Except as may be set forth in any supplemental terms, Aviva only offers support via email at support@withaviva.com . We do not offer telephone support. Please review Section 16 (General Provisions) for how to contact Aviva for legal notices .
4. FEES AND PAYMENT.
4.1 Fees. Primary User will purchase a recurring subscription through an application storefront operated by a third party such as Apple or Google, and subject to additional terms as provided by such third party at the time of purchase. Primary User will pay the fee associated with the subscription model selected by such User at the time of purchase (“Fee”). Aviva may, in its sole discretion, offer a free trial period of up to two (2) weeks from the time of purchase. If Aviva offers you a free trial, you will not be charged the Fee until the conclusion of such trial period, unless you terminate your subscription at least two (2) days before the conclusion of the free trial period. When you purchase a subscription, auto-renew is automatically selected in your Account. You authorize us or our applicable Payment Processor, as defined below, to store your payment information and to automatically charge the Fees to your payment method every billing cycle, as selected by you at the time of purchase, which may be monthly or yearly, until you cancel. You may cancel your subscription to the Services at any time within by accessing the cancellation option in your Account or contacting Aviva at billing@withaviva.com . However, any cancellation will only become effective at the end of the then-current subscription period it was submitted in. No refunds and/or rebates will be paid for any part of the subscription Fees. Aviva reserves the right to increase the Fees at any time, in its sole discretion, by providing notice to you, such increase to be effective at the next billing cycle, unless a later time is specified by Aviva in the provided notice.
4.2 Payment. Payment of the Fees may be made through the use of a third party payment processor (“Payment Processor”). Your payment of the Fees will be subject to terms of the Payment Processor.
5. CONTENT.
5.1 Your Content. You may not Share any of Your Content unless you have the necessary rights as contemplated in the Agreement. When you Share any of Your Content, you represent that you own or have sufficient rights to Share Your Content in connection with the Services, including to grant the license set forth in Section 6.2 (Your Grant of License). Aviva has the right in its sole discretion to remove or block any of Your Content at any time where (a) Your Content violates applicable laws, regulations, orders, or is in violation of the Agreement, including the acceptable use policy; (b) removal or blocking is necessary because of exigent circumstances or to protect the safety, security, reputation, or integrity of the Services, Aviva, or any third party; or (c) in order to respond to requests from law enforcement or any other governmental authority.
5.2 Inappropriate Content. You are entirely responsible for all of Your Content that you Share. You must not share any of Your Content on or through the Services, that: (a) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane; (b) infringes or misappropriates any third party’s intellectual property rights or other proprietary rights; or (c) contains any viruses, worms or other malicious computer programming codes that may damage the Services.
5.3 Data Management and Backup. Aviva is not responsible and will not have any liability for, or resulting from (a) any loss of, or the accuracy of, any Content; (b) the failure to store, transmit, or receive transmission of any Content; or (c) the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Aviva also is not responsible for the backup of Your Content. You acknowledge that data conversion, processing and manipulation of Content are subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media that may give rise to loss or damage. You should adopt reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. You are also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data.
5.4 AI Features. The Services include AI Features that may process Your Content through third-party AI providers. Use of the AI Features may be subject to Third-Party Terms. In response to any prompts, comments, questions, and other input (“Input”) and Your Content that you or any authorized users provide to AI Features, some of the AI Features may generate output based on such Input (“Output”). You acknowledge that the Outputs are based on Inputs and Your Content, and that we have no control over such Inputs or Your Content. You represent and warrant that you have all necessary rights and permissions to submit any of Your Content or Input into the AI Features. You further acknowledge and agree that: (a) any AI-generated content, suggestions, Outputs, or code are provide “AS IS,” “WHERE IS” without warranty of any kind by us, including any warranties of accuracy, completeness, truthfulness, timeliness, or suitability, or with respect to the ability for Outputs or Inputs to be protected by intellectual property rights under any applicable laws; (b) you are solely responsible for reviewing, testing, and implementing all such content and Outputs and will comply with all applicable laws in using such Output; (c) you assume all risks and liability associated with the use of AI Features and Output, and any third party that you share such Output with; and (d) we shall not be liable for any decisions, actions, or code implementations made based on such AI Features or AI-generated content. You further acknowledge that any of Your Content or input provided to or through the AI Features may be used by us to improve and train our AI systems, provided that such data is anonymized and aggregated. We make no representations or warranties of any kind or nature with respect to any Inputs or Outputs.
6. LICENSE GRANT AND OWNERSHIP.
6.1 Aviva Grant of License. Subject to your compliance with the Agreement, Aviva grants to you a limited, royalty-free, worldwide, non-exclusive, non-transferable license to use and access the Services, for your personal use. This license does not include any right to resell or collect and use any derivative of the Services, Your Content, or User Content; any downloading or copying of account information for the benefit of a third party; or any use of data mining, robots, or similar data gathering and extraction tools. Except as expressly permitted herein, the Services and/or any portion of the Services may not be reproduced, sold, resold, visited or otherwise exploited for any purpose without Aviva’s express written consent. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you. Some features may not be available on all devices. Further, the Aviva name, logo, and trademarks, stylizations, graphics, service marks and tradenames used on or with the Services (“Aviva Marks”) are the trademarks of Aviva and may not be used without Aviva’s express written permission. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You may not use Aviva’s name or any language, pictures or symbols that could, in Aviva’s judgment, imply Aviva’s endorsement in any (a) written or oral advertising or presentation, or (b) brochure, newsletter, book, or other written material of whatever nature, without Aviva’s prior express written consent.
6.2 Your Grant of License. You hereby grant to Aviva a worldwide, non-exclusive, royalty-free, transferable, sublicensable to Users and multiple tiers of other of sublicensees, irrevocable, perpetual right (including any moral rights) and license to use, reproduce, perform, display, distribute, store, adapt, translate, modify, process, and create derivative works of all of Your Content, in whole or in part, and in combination with User Content and other data or materials for the purposes of (a) providing and operating the Services, performing support, and performing additional Services; (b) improving the Services; and (c) training algorithms, artificial intelligence models, and other related technologies. Without limiting the foregoing, you acknowledge that Your Content may be used by Aviva or third-party providers of artificial intelligence or deep learning Services, algorithms, tools and/or models, to train, develop, enhance, evolve, and improve the Services and the underlying artificial intelligence models, algorithms and related technology, products, and Services (including for labeling, classification, content moderation, and model training purposes), as well as for marketing and promotional purposes.
6.3 Feedback. You hereby grant Aviva a royalty-free, worldwide, irrevocable, perpetual license to use or incorporate into the Services, without restriction, any and all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to any of the Services (“Feedback”). Aviva will not publicly identify you as the source of such Feedback without your permission.
6.4 Usage Data. As between Aviva and you, all data analytics, technical logs, learnings, and data generated from your use of the Services (“Usage Data”) is the sole and exclusive property of Aviva. Aviva will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify you; and (b) aggregated with data across other Users.
6.5 Ownership. Except for the limited license granted to Aviva under Section 6.2 (Your Grant of License), you solely own and retain all rights, title and interest in Your Content. Except for the limited license granted to you pursuant to Section 6.1 (Aviva Grant of License), Aviva solely owns and retains all right, title and interest in and to the Services, Usage Data, Feedback, AI Features (including those developed by or licensed to Aviva), and Aviva Marks, including all of the software comprising any portion thereof and all related services, specifications, Documentation, technical information, corrections, modifications, derivatives, additions, improvements and enhancements to and all intellectual property rights in the foregoing. All techniques, know-how, software, algorithms and methods or rights thereto owned by Aviva at the time this Agreement is executed, developed during the course of the design, development, and provision of the Services, or which are employed by Aviva in connection with the Services, shall be and remain the property of Aviva.
7. ACCEPTABLE USE AND MONITORING.
7.1 Compliance with Laws and Regulations. You are responsible for complying with all applicable laws, rules, and regulations in all of your actions related to your use of the Services, regardless of the purpose of the use.
7.2 Conduct and Restrictions. You will not, and will not permit or enable any other third party to:
(a) sell, resell, lease, lend, distribute, provide access to, sublicense, or otherwise make available the Services, in whole or in part, to a third party;
(b) in any way alter, change, modify, adapt, translate or make derivative works of the Services;
(c) decompile, disassemble, or reverse engineer the Services or any elements of the Services, or otherwise derive source or object code or non-public APIs from the Services or any elements thereof;
(d) transmit any viruses or programming routines intended to damage, surreptitiously intercept, or expropriate any system, data or personal information;
(e) conduct security or vulnerability tests of the Services, interfere with its operation, or circumvent its access restrictions;
(f) use the Services to develop a product that competes with the Services or use the Services to provide, or incorporate the Services into, any substantially similar cloud-based service for the benefit of a third party;
(g) do any “mirroring” or “framing” of any part of the Services, or create Internet links to the Services that include log-in information, user names, passwords, and/or secure cookies;
(h) sublicense or operate the Services for timesharing, rental, outsourcing, or service bureau operations, or to train persons;
(i) remove or obscure any proprietary or other notices contained in any Services;
(j) use the Services in violation of any Aviva agreement or policy;
(k) use the Services in violation of any applicable laws, including any purposes classified as “prohibited” or “high risk” under applicable laws, including AI regulatory requirements in various countries and regions; and
(l) access the Services by any means other than through the interfaces provided by Aviva.
7.3 Monitoring. Aviva may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Services and/or Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the Sharing of Your Content in any form.
7.4 Removal or Disclosure. Aviva reserves the right, except to the extent prohibited by applicable law, to: (a) remove or refuse to process any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that Aviva deems necessary or appropriate in its sole discretion, including, but not limited to, if Aviva believes that Your Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users or the public, or could create liability for Aviva; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) disclose any Content on or in the Services, including Your Content, in Aviva’s possession or control in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Aviva, its Users or the public, and all enforcement or other government officials, as Aviva in its sole discretion believes to be necessary or appropriate; (e) take appropriate legal action, including referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Services or if Aviva otherwise believes that criminal activity has occurred; and/or (f) terminate or suspend your access to all or part of the Services for any or no reason, including any violation of the Agreement. Upon determination of any possible violation by you of any provision of the Agreement, Aviva, may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
8. THIRD-PARTY SERVICES.
8.1 Third-Party Websites, Applications and Ads. The Services use, connect with, and/or contain links to third-party websites, mobile apps, software, products, services, and advertisements for third parties, including connections with and to the Payment Processor and User email accounts (collectively, the “Third-Party Services”). Aviva has no control over these Third-Party Services or their content and does not assume responsibility or liability for any content, opinions, or material available on them. Third Party Services may include websites operated by third parties that Aviva engages to provide certain services to you on Aviva’s behalf. The Services may also contain data or other materials that are made available by third parties, or content that are based on such third-party data or other materials. You acknowledge that access to Third-Party Services, including User’s third party email accounts, may be necessary to access certain features of the Services.
8.2 Disclaimer. Aviva does not own the Third-Party Services or the Content, opinions, and materials contained therein. Aviva expressly disclaims, and does not assume, any responsibility or liability for any Third-Party Services, or any Content, opinions, or material available on Third-Party Services, or such Third-Party Services’ privacy practices with respect to information that you provide via the Third-Party Services. Aviva does not endorse the content of any Third-Party Services or represent or warrant that a Third-Party Service is or will be free of computer viruses or other harmful code that can impact your computer or other web-access device. We encourage you to review any Third-Party Service's Terms of Service and privacy policy as those apply to your use of the Third-Party Service and any information that they collect.
9. INDEMNIFICATION.
9.1 Indemnification. User must indemnify, defend, and hold harmless Aviva, its affiliates, subsidiaries, members, shareholders, officers, directors, employees, licensors, contractors, agents and representatives, (each, an “Aviva Party” and collectively, the “Aviva Parties”) against any and all claims, actions, causes of action, proceedings, losses, liabilities, damages, penalties, liens, fees (including reasonable attorneys’ fees, expert fees, disbursements and costs of investigation), costs and expenses (collectively “Losses”) suffered, incurred or sustained by any Aviva Parties or to which any Aviva Parties become subject, resulting from or arising out of or relating to any third party claims arising out of: (a) Your Content; (b) your use of, or inability to use, the Services; (c) your violation of any term of this Agreement; (d) your violation of any rights of another party, including the infringement, violation or misappropriation of any intellectual property rights or proprietary rights of a third party; (e) your failure to properly obtain permission to share the personal information of an Authorized Participant with Aviva (f) your violation of any applicable laws, rules or regulations; and (f) your willful, grossly negligent, tortious or criminal acts or omissions.
9.2 Defense. Aviva reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Aviva in asserting any available defenses. The applicable Aviva Party will provide you with written notice of any claim for which it seeks indemnification under this Section 9. The rights and obligations under this Section 9 will survive the termination of this Agreement.
10. WARRANTIES.
10.1 Your Representations and Warranties. You represent and warrant to Aviva that (a) your Content does not infringe, violate, or misappropriate the intellectual property rights or proprietary rights of any third party; (b) you have obtained all necessary rights and consents to provide Your Content under this Agreement; (c) you hold all applicable licenses and qualifications required by applicable law and will otherwise comply with all applicable law, rules, and regulations; (d) you will comply with all applicable law, rules, and regulations; and (e) you satisfy and will continue to satisfy all eligibility requirements to use the Services, as such requirements may be revised or updated.
10.2 Disclaimer.
(a) THE SERVICES (INCLUDING AI FEATURES) ARE MADE AVAILABLE BY AVIVA “AS IS” AND WITH ALL FAULTS, ERRORS, BUGS AND DEFECTS. AVIVA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONDITION, CHARACTER, NATURE, CAPABILITY, PERFORMANCE, SECURITY, AVAILABILITY, SUITABILITY, TITLE, SOURCE OR ANY OTHER CHARACTERISTIC OF THE SERVICES OR ANY PORTION THEREOF. AVIVA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES (INCLUDING AI FEATURES), INCLUDING, BUT NOT LIMITED TO: (i) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT; (ii) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; OR (iii) ANY WARRANTY THAT THE SERVICES WILL BE SECURE OR ERROR-FREE, WILL MEET YOUR REQUIREMENTS, WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY OR SECURE, OR OPERATE WITHOUT ERROR.
(b) DUE TO THE NATURE OF THE OUTPUT AND AI FEATURES, AVIVA DOES NOT REPRESENT OR WARRANT THAT (i) ANY OUTPUT OR AI FEATURES DO NOT INCORPORATE OR REFLECT THIRD-PARTY CONTENT OR MATERIALS OR (ii) ANY OUTPUT OR AI FEATURES WILL NOT INFRINGE OR MISAPPROPRIATE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. AVIVA WILL NOT INDEMNIFY OR HOLD YOU HARMLESS FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY OUTPUTS OR AI FEATURES. YOU ACKNOWLEDGE AND AGREE THAT ANY RELIANCE ON THE SERVICES (INCLUDING OUTPUTS AND AI FEATURES) IS AT YOUR SOLE RISK. AVIVA SHALL HAVE NO LIABILITY ARISING FROM ANY DECISIONS MADE, ACTIONS TAKEN, OR FAILURES TO ACT BASED ON THE SERVICES (INCLUDING AI FEATURES AND OUTPUTS). ANY CONTENT ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT RESULT FORM ACCESSING SUCH CONTENT.
(c) THE SERVICES PROVIDED BY AVIVA ARE CURRENTLY OFFERED IN “BETA” VERSION. ADDITIONALLY, FROM TIME TO TIME, AVIVA MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH USERS MAY EXPERIMENT. ALL BETA SERVICES, FEATURES, AND TOOLS (WHETHER CURRENT OR OFFERED IN THE FUTURE), ARE PROVIDED SOLEY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND. AVIVA RESERVES THE RIGHT TO MODIFY, DISCONTINUE, OR REMOVE ANY BETA SERVICES, FEATURES, OR TOOLS AT ITS SOLE DISCRETION AND WITHOUT PRIOR NOTICE. [CA(X6] BY USING ANY BETA SERVICES, FEATURES, OR TOOLS, YOU ACKNOWLEDGE AND AGREE THAT: (i) SUCH BETA OFFERING MAY CONTAIN BUGS, ERRORS, OR OTHER DEFECTS; (ii) USE OF BETA OFFERINGS IS AT YOUR SOLE RISK; AND (C) AVIVA SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR HARM OF ANY KIND ARISING FROM OR RELATED TO YOUR USE OF ANY BETA SERVICES, FEATURES, OR TOOLS, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
(d) AVIVA DISCLAIMS ANY AND ALL LIABILITY TO USERS ARISING OUT OF OR RELATING TO (I) THE RELATIONSHIP BETWEEN USER OR ANY THIRD PARTY CONTACTING USER THROUGH THE SERVICES, (II) ANY THIRD PARTY SERVICE; (III) THE PAYMENT PROCESSOR, AND (IV) USER CONTENT.
(e) ANY CONTENT, INCLUDING USER CONTENT, DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ALL DAMAGE TO YOUR PROPERTY AND ALL OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
11. LIMITATION OF LIABILITY.
11.1 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AVIVA BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, COMMON LAW OR OTHER PROCEEDING OR ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEY’S FEES AND COSTS, OR OTHERWISE, FOR DAMAGES, COSTS OR EXPENSES OF ANY KIND WHICH, IN THE AGGREGATE, EXCEED THE GREATER OF (a) THE AMOUNT OF PAYMENTS MADE BY YOU TO AVIVA DIRECTLY FOR YOUR USE OF THE SERVICES; OR (b) ONE HUNDRED DOLLARS ($100). FOR AVOIDANCE OF DOUBT, THE LIMITATIONS SET FORTH IN THIS SECTION 11 (LIMITATION OF LIABILITY) SHALL NOT APPLY TO YOUR OBLIGATION TO PAY FOR FEES DUE UNDER THIS AGREEMENT, IF ANY, OR YOUR OBLIGATION ANY OTHER AGREEMENT BETWEEN YOU AND AVIVA.
11.2 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AVIVA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES AND COSTS, EXPERT FEES, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.
11.3 No Liability for Conduct of Third Parties. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS, AUTHORIZED PARTICIPANTS, AND OTHER THIRD PARTIES ON OR THROUGH THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE AVIVA PARTIES ARE NOT LIABLE FOR THE CONDUCT OF OTHER USERS OR OTHER THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, OPERATORS OF THIRD-PARTY SERVICES. YOU UNDERSTAND THAT AVIVA DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF OTHER USERS OR THIRD PARTIES. AVIVA MAKES NO WARRANTY THAT THE SERVICES OR PRODUCTS PROVIDED BY OTHER USERS AND THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. AVIVA MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES.
12. DISPUTES WITH OTHER USERS.
12.1 Disputes between Users. In the event of a dispute between you and another User, Authorized Participant or a third party, you should contact the other party and attempt to resolve the dispute.
12.2 Release. You release Aviva from any claims, demands, and damages arising out of disputes with other Users or third parties.
13. CONFIDENTIALITY.
13.1 Non-Disclosure. Aviva may disclose or make available Confidential Information to you whether or not pursuant to this Agreement or through the Services. You must: (a) hold in confidence and safeguard the Confidential Information of Aviva from unauthorized use, access, disclosure or processing using no less than a commercially reasonable degree of care at least as strict as the level of care used by you to protect your own confidential information; (b) not use or exploit the Confidential Information in any way except for the purposes of using the Services; and (c) not disclose or make available such Confidential Information (in whole or in part) to any person or entity. You are responsible for any and all breaches of the Agreement caused by third parties who gain access to Confidential Information through you. You must promptly report to Aviva any actual or suspected violation of the Agreement and take all reasonable further steps to prevent, control or remedy any such violation.
13.2 Exclusions. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of your breach of the Agreement; (b) is obtained by you on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) you establish by documentary evidence was or is independently developed by you without using any Confidential Information of Aviva.
13.3 Injunctive Relief. In addition to other relief, Aviva may seek injunctive or other equitable relief for an actual or threatened breach of this Section 13.
14. CANCELLATION, TERMINATION AND SUSPENSION.
14.1 Your Termination. You may cancel your Account at any time by following the cancellation procedures set forth in your Account or sending an email to Aviva as support@withaviva.com. Subject to Section 14.6 (Survival), cancellation of your Account automatically terminates this Agreement.
14.2 Suspension by Aviva. In addition to the rights set out elsewhere in this Agreement, Aviva may suspend or terminate your access to your Account or any of the Services, with or without notice, in the event that (a) you provide any information that is untrue, inaccurate, incomplete or not current, or Aviva believes, in its sole discretion, that that any information you provide is untrue, inaccurate, incomplete or not current; (b) you breach the terms of this Agreement; (c) Aviva reasonably believes such action is necessary to protect the security or integrity of any of the Services or any data therein, or (d) your use of or access to the Services risks harm to the Services, other Users, or others or violation of law.
14.3 Modification, Suspension or Discontinuance of Services. We reserve the right to change, suspend, or discontinue any of the Services for you, any or all Users, at any time, for any reason, including those laid out in our policies under the Agreement. We will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services.
14.4 Termination by Aviva. Aviva may terminate this Agreement at any time, without cause.
14.5 Effect of Termination. Upon cancellation of your Account or other termination of the Agreement, your right to use the Services will automatically terminate and Aviva may delete Your Content associated therewith. If we suspend your Account or access to the Services, we may also bar your further use or access to the Services. Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
14.6 Survival. All provisions of this Agreement that by their nature should survive termination will survive termination — including, but not limited to: license rights, ownership provisions, confidentiality, warranty disclaimers, indemnity, limitations of liability, dispute resolution, waiver of jury trial and waiver of class and non-individual relief, and governing law, jurisdiction and venue.
15. DISPUTE RESOLUTION
15.1 Applicability of Dispute Resolution. Subject to the terms of this Agreement, you and Aviva agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement and prior versions of this Agreement, including claims, disputes, and disagreements that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved solely on an individual basis and not on a class, representative, collective, or mass action basis, in court, without a jury. “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
15.2 Informal Dispute Resolution.
(a) There might be instances when a Dispute arises between you and Aviva. If that occurs, Aviva is committed to working with you to reach a reasonable resolution. You and Aviva agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Aviva therefore agree that before either party commences litigation against the other , we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
(b) The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which Conference shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Aviva that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@withaviva.com or regular mail to our offices located at Aviva LLC, 1001 Green Bay Rd., Suite 136 Winnetka, IL 60093. The Notice must include: (i) your name, telephone number, mailing address, e-mail address associated with your Account (if you have one); (ii) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (iii) a description of your Dispute.
(c) The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases. Unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing litigation. The statute of limitations and any filing deadlines for initiating litigation shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
15.3 Waiver of Jury Trial. YOU AND AVIVA HEREBY IRREVOCABLY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY. You and Aviva are instead each electing that all Disputes shall be decided by a judge sitting without a jury... You and Aviva hereby voluntarily, knowingly and intentionally waive your right to trial by jury in any lawsuit arising under or relating to the Agreement.
15.4 Waiver of Class and Other Non-Individualized Relief. YOU AND AVIVA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, COLLECTIVE, OR MASS ACTION BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, REPRESENTATIVE, COLLECTIVE, , OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE LITIGATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
15.5 Injunctive Relief. Subject to this Agreement, the court may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Notwithstanding anything to the contrary in this Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief, you and Aviva agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the remaining claims and requests for relief. This section does not prevent you or Aviva from participating in a class-wide settlement of claims.
15.6 Rules and Forum. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Aviva agree that either party shall have the right to finally resolve the Dispute through individual litigation in accordance with the terms of this Agreement. Such litigation shall be held in the state and federal courts in Chicago, Illinois. You and Aviva submit yourselves to the jurisdiction of such courts and agree not to seek or accept the transfer of any Dispute to any other court or proceeding. The rights and obligations under this Section 15 will survive the termination of this Agreement.
15.7 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in litigation unless the court finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Aviva need to invoke the authority of a court of competent jurisdiction to enforce this Section 15 , then the party that obtains an order compelling compliance with this Section 15 in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling compliance with this Section 15.
15.8 Invalidity. If any part or parts of this Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Agreement shall continue in full force and effect.
16. GENERAL PROVISIONS.
16.1 Electronic Communications. The communications between you and Aviva may take place via electronic means, whether you visit the Services or send Aviva emails, or whether Aviva posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Aviva in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Aviva electronically provides to you satisfy any legal requirement that such communications would satisfy if they were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
16.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Aviva’s prior written consent. Aviva may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
16.3 Force Majeure. Aviva will not be liable for any delay or failure to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of the affected party, including, but not limited to, acts of God, flood, fire, loss of electricity or other utilities, epidemic, pandemic, act of a public enemy or terrorist, act of any military, civil, regulatory or governmental authority, change in law or regulation, labor problem or unavailability of supplies and any other cause, whether similar or dissimilar to any of the foregoing that could not have been prevented by Aviva with reasonable care ("Force Majeure Event"). A Force Majeure Event does not excuse User's payment obligations under this Agreement.
16.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: support@withaviva.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
16.5 Agreement Updates. When changes are made, Aviva will make a new copy of the Agreement available on the Services, and we will also update the “Last Updated” date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for Users without an Account and thirty (30) days after posting for Users with an Account. Aviva may require, you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU MUST STOP USING THE SERVICES.
16.6 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Aviva agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Chicago, Illinois.
16.7 Governing Law and Jurisdiction. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
16.8 Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.
16.9 Notice. Where Aviva requires you to provide an email address, you are responsible for providing Aviva with a valid and current email address. In the event that the email address you provide to Aviva is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Aviva’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Aviva at the following address: Aviva LLC, 1001 Green Bay Rd., Suite 136 Winnetka, IL 60093. Such notice shall be deemed given when received by Aviva by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
16.10 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
16.11 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
16.12 Section Headings. Throughout this Agreement, each section includes titles. These section titles are not legally binding.
16.13 Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles or nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Aviva are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Aviva products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
16.14 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.