AVID Center Terms of Use
These Terms of Use (“Terms of Use”) govern your use of our website(s)
avid.org; aviddigitalxp.org; avidopenaccess.org; avidelevatexp.org;
aviddiscover.org; avidpl.org
(the “Website”), the MyAVID portal (“MyAVID”), and any other related
content, features, materials, applications, widgets, and/or services
(collectively the “Services”) offered by AVID Center, (“AVID,” “we,”
or “us”).
By accessing and/or using the Services, you accept all of the
provisions of these Terms of Use and represent to us that you are
legally competent to enter into and agree to these Terms of Use. If
you do not accept these Terms of Use, then you are not authorized to
use any of AVID’s Services.
For purposes of these Terms of Use, “you” and “your” means you as the
user of the Services. If you use the Services on behalf of a company,
organization, or other entity, then (a) “you” includes you and that
entity, and (b) you represent and warrant that you are an authorized
representative of the entity with the authority to bind the entity to
these Terms of Use, and that you agree to these Terms of Use on the
entity’s behalf, and (c) your entity is legally and financially
responsible for your use of the Services as well as for the use of the
Services by others affiliated with your entity, including any
employees, agents or contractors.
Please review the following carefully so that you understand the terms
of these Terms of Use. These Terms of Use describe your
responsibilities, AVID’s liability, and the liability of third parties
related to the Services. All users of AVID’s Services must accept and
comply with the terms and conditions set forth herein. Certain
portions of the Services may be subject to additional terms and
conditions specified by us from time to time; your use of the Services
is subject to those additional terms and conditions. If you have any
questions regarding these Terms of Use, please contact us per Section
21 below.
ABOUT THE SERVICES
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AVID is a nonprofit that changes lives by helping schools shift
to a more equitable, student-centered approach. AVID trains
80,000 educators annually to close the opportunity gap, so they
can prepare all students for college, careers, and life. AVID
partners with schools to provide professional development, a
suite of resources, and ongoing support to ensure a lasting
impact that maximizes student success. AVID’s professional
learning programs benefit both beginning and experienced
educators. To this end, AVID helps educators reevaluate their
beliefs and expectations around student potential and learn and
practice activities that transform classrooms and campuses.
AVID’s professional learning programs cover all core content
areas and all grade levels in topics. AVID offers a variety of
classroom activities, lesson plans, professional learning
videos, and timely articles that are relevant to students. These
tools help educators implement and refine instructional
practices. They also help educators provide the key academic and
social supports students need to thrive. Schools can utilize
AVID’s professional learning modules and materials for
in-service training and can access all of these resources
year-round. AVID allows users to access training materials
through MyAVID on the Website. AVID allows users of its Website
to contact AVID with questions or comments, subscribe to the
MyAVID portal, and donate to support its mission.
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Our privacy practices in operating the Services are described in
our Privacy Policy located at
https://avidpl.org/privacy
(“Privacy Policy”). Please review the Privacy Policy to learn
about:
- what information we may collect
- how we use that information
-
what third-party information, if any, you are agreeing to
share by using the Services; and
- with whom we share that information.
TERMS APPLICABLE TO THE SERVICES
- .
Subject to your compliance with these Terms of Use, AVID hereby
grants to you, a personal, nonexclusive, nontransferable,
revocable, limited license (without the right to sublicense) to
access and use the Services (including updates and upgrades that
replace or supplement it in any respect and which are not
distributed with a separate license, and any documentation)
subject to the limitations set forth below. These Terms of Use
are limited to the intellectual property rights of AVID and its
affiliates and licensors and do not include any rights to other
patents, trademarks, copyrights, or intellectual property. We
reserve any and all rights not expressly granted to you pursuant
to these Terms of Use. The limited rights granted to you to
access and use the Services comprise a limited license and do
not constitute the sale of any goods or services.
- .
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You agree that: (i) you will not use the Services if you are
not fully able and legally competent to agree to these Terms
of Use; (ii) you will only use the Services for lawful
purposes; (iii) you will not use the Services for sending or
storing any unlawful material or for fraudulent purposes or
to engage in any illegal, offensive, indecent, or
objectionable conduct; (iv) you will not use the Services to
advertise, solicit, or transmit commercial advertisements,
including “spam”; (v) you will not use the Services to cause
nuisance, annoyance, or inconvenience; (vi) you will not
impair the proper operation of the network; (vii) you will
not try to harm the Services in any way whatsoever; (viii)
you will not copy or distribute the Services or other
content without written permission from AVID; (ix) you will
only use the Services for your own use and will not resell
it to a third party; (x) you will keep secure and
confidential any identification we provide you which allows
access to the Services; and (xi) you will provide us with
whatever proof of identity we may reasonably request.
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You agree to protect the Services, and their proprietary
content, information, and other materials, from any
unauthorized access or use, and you agree that you will not
use the Services or such proprietary content, information,
or other materials except as expressly permitted herein or
expressly authorized in writing by AVID. Except as
specifically permitted herein or expressly authorized in
writing by AVID, you agree that you will not directly or
indirectly: (i) distribute, sell, assign, encumber,
transfer, rent, lease, loan, sublicense, modify, time-share,
or otherwise exploit the Services in any unauthorized
manner, including but not limited to by trespass or
burdening network capacity; (ii) use the Services in any
service bureau arrangement; (iii) copy, reproduce, adapt,
create derivative works of, translate, localize, port, or
otherwise modify the Services, any updates, or any part
thereof in any form or manner or by any means; (iv) harvest
or scrape any content or data from the Service, or (v)
permit any third party to engage in any of the acts
described in clauses (i) through (iv).
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You further understand and agree that you are not permitted
to: (i) remove or alter any copyright, trademark, or other
proprietary rights’ notice or restrictive rights legend
contained or included in the Services; (ii) decompile,
disassemble, reverse compile, reverse assemble, reverse
translate, or otherwise reverse engineer any part of the
Services, any updates, or any part thereof (except as and
only to the extent any foregoing restriction is prohibited
by applicable law or to the extent as may be permitted by
the licensing terms governing use of any open sourced
components included with the Services); (iii) use any means
to discover the source code of any portion of the Services;
or (iv) otherwise circumvent any functionality that controls
access to or otherwise protects the Services. Any attempt to
do any of the foregoing is a violation of the rights of AVID
and its licensors. If you breach these restrictions, you may
be subject to prosecution and damages. You further agree not
to use the Services in any manner to harass, abuse, stalk,
threaten, defame, or otherwise infringe or violate the
rights of any other party, and that AVID is not in any way
responsible for any such use by you, nor for any harassing,
threatening, defamatory, offensive, or illegal messages or
transmissions that you may receive as a result of using the
Services.
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Notwithstanding the foregoing, you may create a plain text
hyperlink to the Website provided that neither you nor the
link portrays the Website or any of its products and
services in a false or disparaging manner or suggests
sponsorship, affiliation, or endorsement by or with AVID.
AVID may revoke this permission at any time for any reason
upon notice to you. You may not “frame,” inline link, or
similarly display any Website content, property, goods,
services, or materials without AVID’s express written
permission. You may not use any AVID copyrights, trademarks,
or other intellectual property as part of the link without
AVID’s express written permission.
- . For more
information about how we may use and share your data and related
information, please review the Privacy Policy
https://avidpl.org/privacy
- .
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Certain Services may display, include, or make available
content, data, forms, information, applications (including
payment applications), or materials from third parties
(“Third-Party Materials”) or provide links to certain
third-party websites. By using the Services, you acknowledge
and agree that AVID is not responsible for examining or
evaluating the content, accuracy, completeness, timeliness,
validity, copyright compliance, legality, decency, quality,
or any other aspect of such Third-Party Materials or
websites. AVID does not warrant or endorse and does not
assume and will not have any liability or responsibility to
you or any other person for any third-party services,
Third-Party Materials or websites, or for any other
materials, products, or services of third parties.
Third-Party Materials and links to other websites are
provided solely as a convenience to you.
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In addition, third-party services and Third-Party Materials
that may be accessed from, displayed on, or linked to from
the Services are not available in all languages or in all
countries. AVID makes no representation that any third-party
services and Third-Party Materials are appropriate or
available for use in any particular location. To the extent
you choose to access such services or Third-Party Materials,
you do so at your own initiative and are responsible for
compliance with any applicable laws, including but not
limited to applicable local laws.
DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
- .
You are solely responsible for your interactions with other
users of the Service. You expressly acknowledge and agree that
use of the Services are at your sole risk and that the entire
risk as to satisfactory quality, performance, accuracy, and
effort is with you. To the maximum extent permitted by
applicable law, the Services (including, without limitation, any
Third-Party Materials, third-party software or services) are
provided to you on an “as is” and “as available” basis, with all
faults and without warranty of any kind, and AVID hereby
expressly disclaims all warranties and conditions with respect
to the Service (including the use, performance, and support
thereof), either express, implied or statutory, including, but
not limited to, the implied warranties and/or conditions of
merchantability, of satisfactory quality, of fitness for a
particular purpose, of accuracy, of quiet enjoyment, title or
non-infringement of third party rights, interference with
enjoyment, completeness, integration, freedom from defects or
disabling devices, uninterrupted use, and all warranties implied
from any course of dealing or usage of trade. AVID does not
warrant that (i) the Services will meet your requirements, (ii)
operation of the Services will be uninterrupted or virus- or
error-free, (iii) that the Services will operate or be
compatible with any other application or any particular system
or device, or (iv) defects in the Services will be corrected.
Any oral or written advice provided by AVID or its authorized
agents will not be deemed to create any warranty. No oral or
written information or advice given by AVID or its authorized
representative shall create a warranty. Some jurisdictions do
not allow the exclusion of implied warranties so some or all of
the above exclusions may not apply to you.
- . To
the extent not prohibited by law, you agree that in no event
will AVID be liable (i) for damages of any kind, including
direct, indirect, special, exemplary, incidental, consequential,
or punitive damages (including, but not limited to, procurement
of substitute goods or services, loss of use, data or profits,
business interruption, or any other damages or losses, arising
out of or related to your use or inability to use the Services),
however caused and under any theory of liability, whether under
these Terms of Use or otherwise arising in any way in connection
with the Services or these Terms of Use and whether in contract,
strict liability, or tort (including negligence or otherwise)
even if AVID has been advised of the possibility of such damage,
or (ii) for any other claim, demand, or damages whatsoever
resulting from or arising out of or in connection with these
Terms of Use or the delivery, use, or performance of the
Services. Some jurisdictions do not allow the exclusion or
limitation of incidental or consequential damages, so the above
exclusion or limitation may not apply to you. The foregoing
limitations will apply even if the above stated remedy fails for
its essential purpose.
- . You
agree that the above limitations of liability together with the
other provisions in these Terms of Use that limit liability are
essential terms of these Terms of Use and that AVID would not be
willing to grant you the rights set forth in these Terms of Use
but for your agreement to the above limitations of liability;
you are agreeing to these limitations of liability to induce
AVID to grant you the rights set forth in these Terms of Use.
- . By entering
into these Terms of Use and using the Services, you agree that
you shall defend, indemnify, and hold AVID, its licensors, and
their respective parent organizations, subsidiaries, affiliates,
officers, directors, members, employees, attorneys, and agents
harmless from and against any and all claims, costs, damages,
losses, liabilities, and expenses (including attorneys’ fees and
costs) arising out of or in connection with: (a) your violation
or breach of any term of these Terms of Use or any applicable
law or regulation; (b) your violation of any rights of any third
party; (c) any unauthorized use of the Services; or (d) your
negligence or willful misconduct.
- . All disputes
arising out of or relating to these Terms of Use (including its
formation, performance, or alleged breach) or your use of the
Services or the Website will be exclusively resolved under
confidential binding arbitration held in San Diego, California
before and in accordance with the Rules of the American
Arbitration Association. The arbitrator’s award will be
consistent with these Terms of Use and will be binding and may
be entered as a judgment in any court of competent jurisdiction.
To the fullest extent permitted by applicable law, no
arbitration under these Terms of Use will be joined to an
arbitration involving any other party subject to these Terms of
Use, whether through class arbitration proceedings or otherwise.
Notwithstanding the foregoing, AVID will have the right to seek
injunctive or other equitable relief in state or federal court
located in San Diego, California to enforce these terms or
prevent an infringement of a third party’s rights. In the event
that equitable relief is sought, each party hereby irrevocably
submits to the personal jurisdiction of such court.
OWNERSHIP
- . The
Services and their content, including their “look and feel”
(e.g., text, graphics, images, logos), proprietary content,
information, and other materials, are protected under
intellectual property, copyright, trademark, and other laws. You
acknowledge and agree that AVID and/or its licensors own all
right, title, and interest in and to the Services (including
without limitation any and all patent, copyright, trade secret,
trademark, show-how, know-how, and any and all other
intellectual property rights therein or related thereto) and you
agree not to take any action(s) inconsistent with such ownership
interests. You do not acquire any rights or licenses under any
of AVID’s (or its licensors’) patents, patent applications,
copyrights, trade secrets, trademarks, or other intellectual
property rights on account of these Terms of Use. You
acknowledge and agree that the features and functionality of the
Services, and all software, content, data, information, and
materials contained therein are the confidential and proprietary
information of AVID (or its licensors), and accordingly you
agree to (i) maintain the confidentiality of such information
using reasonable efforts and care (but in no event less than the
same efforts and care you use to protect your own confidential
and proprietary information) and not disclose such information
to any third party without the prior written consent of AVID,
and (ii) only use such information for the purposes of using the
Services provided by AVID hereunder.
- . Any
and all (i) suggestions for correction, change, and modification
to the Services and other feedback (including but not limited to
quotations of written or oral feedback), information and reports
provided to AVID by you (collectively “Feedback”), and all (ii)
improvements, updates, modifications, or enhancements, whether
made, created, or developed by AVID or otherwise relating to the
Services (collectively, “Revisions”), are and will remain the
property of AVID. You acknowledge and expressly agree that any
contribution of Feedback or Revisions does not and will not give
or grant you any right, title, or interest in the Services or in
any such Feedback or Revisions. All Feedback and Revisions
become the sole and exclusive property of AVID and AVID may use
and disclose Feedback and/or Revisions in any manner and for any
purpose whatsoever without further notice or compensation to you
and without retention by you of any proprietary or other right
or claim. You hereby assign to AVID any and all right, title,
and interest (including, but not limited to, any patent,
copyright, trade secret, trademark, show-how, know-how, moral
rights, and any and all other intellectual property right) that
you may have in and to any and all Feedback and Revisions. At
AVID’s request, you will execute any document, registration, or
filing required to give effect to the foregoing assignment.
GENERAL PROVISIONS
- . We may modify
these Terms of Use at any time. Modifications become effective
immediately upon your first access to or use of the Services
after the “Last Revised” date at the top of these Terms of Use.
If we make changes that are material, we may use reasonable
efforts to attempt to notify you, including by email or placing
a prominent notice on the first page of the Website. However, it
is your sole responsibility to review the Terms of Use from time
to time to view any such changes. Your continued access or use
of the Services after the modifications have become effective
will be deemed your conclusive acceptance of the modified Terms
of Use. If you do not agree with the modifications to the Terms
of Use, then please do not access or use the Services.
- . If you breach
any of the terms of these Terms of Use, all licenses granted by
AVID, including permission to use the Services, will terminate
automatically. Additionally, AVID may suspend or disable the
Services (or any part of the foregoing) with or without notice,
for any or no reason. If AVID suspends or disables the Services
for any suspected breach of these Terms by you, you are
prohibited from using the Services under a different name. In
the event of suspension or disabling of the Services for any
reason, AVID may, but is not obligated to, delete any of your
data or related information. AVID shall not be responsible for
the deletion of (or failure to delete) your data or related
information. All sections which by their nature should survive
the termination of these Terms of Use shall continue in full
force and effect subsequent to and notwithstanding any
termination of this Agreement by AVID or you. Termination will
not limit any of AVID’s other rights or remedies at law or in
equity.
- . You agree that
you will not export or re-export, directly or indirectly, the
Services and/or other information or materials provided by AVID
hereunder, to any country for which the United States or any
other relevant jurisdiction requires any export license or other
governmental approval at the time of export without first
obtaining such license or approval. In particular, but without
limitation, the Services may not be exported or re-exported (a)
into any U.S. embargoed countries or any country that has been
designated by the U.S. Government as a “terrorist supporting”
country, or (b) to anyone listed on any U.S. Government list of
prohibited or restricted parties, including the U.S. Treasury
Department’s list of Specially Designated Nationals or the U.S.
Department of Commerce Denied Person’s List or Entity List. By
using the Services, you represent and warrant that you are not
located in any such country or on any such list. You also agree
that you will not use these products for any purposes prohibited
by United States law, including, without limitation, the
development, design, manufacture, or production of nuclear
weapons, missiles, or chemical or biological weapons. You are
responsible for and hereby agree to comply at your sole expense
with all applicable United States export laws and regulations.
- . You are solely
responsible for any and all duties, taxes, levies, or fees
(including any sales, use or withholding taxes) imposed on or in
connection with these Terms of Use by any authority.
- . You agree
that a breach of these Terms of Use will cause irreparable
injury to AVID for which monetary damages would not be an
adequate remedy and AVID shall be entitled to equitable relief
in addition to any remedies it may have hereunder or at law
without a bond, other security, or proof of damages.
- . AVID will not
be liable for failing to perform under these Terms of Use by the
occurrence of any event beyond its reasonable control,
including, without limitation, a labor disturbance, an Internet
outage or interruption service, a communications outage, failure
by a service provider to AVID to perform, fire, terrorism,
natural disaster, or war.
This Agreement may be terminated, in whole or in part, by AVID Center
without liability upon the occurrence of any circumstance beyond the
reasonable control of AVID Center – including, without limitation,
acts of God, war, government regulations, orders or declarations of
emergency, disaster, epidemics or pandemics such as, but not limited
to, those that the U.S. Centers for Disease Control, the comparable
authorities in your or AVID Center’s jurisdiction and/or the World
Health Organization issue travel alerts or warnings against
non-essential travel to Hotel’s location, disease, illness or outbreak
in the city where you or AVID Center are located, strikes (except
those involving the employees or agents of the party seeking the
protection of this clause), civil disorder, or curtailment of
transportation facilities or any other condition that creates, or is
reasonably expect to create, a significant risk to the health or
safety of you or AVID Center or that makes using the System
impractical or makes it illegal or impossible to provide (each, a
“Force Majeure Event”). - . These Terms of Use
contain the entire understanding of you and AVID regarding its
subject matter, and supersedes all prior and contemporaneous
agreements and understandings between you and AVID regarding its
subject matter.
- . These Terms of
Use may not be modified except by a writing executed by the duly
authorized representatives of AVID. No other act, document, usage,
or custom will be deemed to modify or amend these Terms of Use.
These Terms of Use will inure to the benefit of and will be binding
upon each party’s successors and assigns. These Terms of Use and the
licenses granted hereunder may be assigned by AVID but may not be
assigned by you without the prior express written consent of AVID.
If any provision hereof is or becomes, at any time or for any
reason, unenforceable or invalid, no other provision hereof will be
affected thereby and the remaining provisions will continue with the
same effect as if such unenforceable or invalid provisions will not
have been inserted herein; provided that the ability of either party
to obtain substantially the bargained-for performance of the other
will not have thereby been impaired. It is expressly understood that
in the event either party on any occasion fails to perform any term
hereof and the other party does not enforce that term, the failure
to enforce on any occasion will not constitute a waiver of any term
and will not prevent enforcement on any other occasion. Nothing
contained in these Terms of Use will be deemed to constitute either
party as the agent or representative of the other party or both
parties as a joint venture or partnership for any purpose. In the
event that either party is prevented from performing, or is unable
to perform, any of its obligations under these Terms of Use due to
any cause beyond the reasonable control of the party invoking this
provision, the affected party’s performance will be extended for the
period of delay or inability to perform due to such occurrence. The
headings and captions contained herein will not be considered to be
part of the Terms of Use but are for convenience only. You agree
that the laws of California, without reference to conflict of law
principals, govern these Terms of Use. Under California Civil Code
Section 1789.3, California users of the Service receive the
following specific consumer rights notice: The Complaint Assistance
Unit of the Division of Consumer Services of the California
Department of Consumer Affairs may be contacted in writing at 1625
North Market Blvd., Suite N 112, Sacramento, CA 95834, or by
telephone at (800) 952-5210.
- . You may contact us
regarding the Services or these Terms of Use by mail at: 9797 Aero
Drive, Suite 100, San Diego, CA 92123; by phone at:
1-833-AVID-CARE; or by email at:
[email protected]. These Terms of Use set forth the entire understanding of the
parties with respect to the matters contained herein, and there are
no promises, covenants, or undertakings other than those expressly
set forth herein.