Terms of Use and Service Agreement
YOU MUST READ THIS TERMS OF USE AND SERVICE AGREEMENT BEFORE USING THIS SITE

Background

The terms “we”, “us”, and “our” refer to AVI Business Solutions . All services that we provide or that are offered through the “Website” or “this Website”, including Software as a Service, are referred to herein as “Services”. The terms “you” and “your” refer to you, the user in your individual capacity, and also in your capacity as the representative and agent of any entity on behalf of which you order Services. “Order” or “Ordering” means purchasing or requesting any service with AVI Business Solutions or its affiliates by phone, our Website, email, or paper application. “Purchase” means payment for any of the services that AVI Business Solutions or its affiliates provides. The “User Account”. Terms of Use and Service Agreement also known as the “Agreement” or “this Agreement” refer to AVI Business Solutions Terms of Use and Service Agreement.

By using the Website, www.avibuzsolutions.com, or ordering any Services, you are (a) representing that you are at least eighteen (18) years of age, (b) representing that you have the legal capacity and authority to enter into a binding contract on behalf of yourself and any entity on behalf of which you order Services and/or make changes to any entity for which you order Services, including but not limited to, its legal entity status, or licensure, and/or the information available to government agencies and the public, (c) confirming that we have not provided and will not provide you with any legal, tax, or financial advice, opinions, or recommendations of any nature whatsoever, (d) confirming that we may contact you at the phone number, address, and email address you provide to us, even if any of that contact information appears on any Federal or State “do not call” or contact list, and (e) agreeing to be legally bound in all respects by this Terms of Use and Service Agreement. If you have any objection to any of the Terms of use or conditions of this Agreement, please immediately leave this Website, do not use any information on this Website, and do not use any Services.

This Agreement limits your rights and remedies in the event you have a dispute or disagreement with us. Accordingly, you should read this Terms of Use and Services Agreement with great care.

AVI Business Solutions reserves the right, in its sole discretion, to change the Terms of Use and Service Agreement under which the Website and Services are offered. The most current version of the Terms of Use and Service Agreement and Service Agreement will supersede all previous versions. AVI Business Solutions encourages you to periodically review the Terms of Use to stay informed of our updates. By using this Website, you are agreeing to be bound by the then current version of these Terms of Use.

Privacy

Your use of the Website is subject to AVI Business Solutions Policy. Please review our Privacy Policy, which also governs the Website and informs users of our data collection practices.

Electronic Communications

Visiting the Website or sending emails to AVI Business Solutions constitutes electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email, or on the Website satisfy any legal requirement that such communications be in writing.



Nature of the Services and Our Relationship with You

We offer organizational and compliance Services for profit and nonprofit organizations. We are not lawyers or a law firm, accountants or an accounting firm, or investment advisors or an investment advisory firm, and we do not and will not provide you with any legal, tax, or financial advice of any nature whatsoever. We are not in any way related to or affiliated with any government agency. In all cases, AVI Business Solutions is considered to be providing Services upon clearance of payment.

You should not construe anything on the Website as legal, tax, or financial advice. This Agreement in no way creates any lawyer-client, tax advisor-client, or financial advisor-client relationship between us and you. If you have questions about your particular legal, tax, or financial situation, we strongly encourage you to engage appropriate professional advisors to answer those questions before you order any Services.

We offer the following general categories of Services:

(a) Managed Services. We offer document preparation, filing, and document retrieval services to businesses and nonprofits, including but not limited to, business entity registration, tax registration and exemption filings, license applications for businesses and nonprofits, annual reports, and the retrieval of documents, records, correspondence, and forms in relation to the legal existence, licensure, and tax status of an entity or an individual. All Forms are prepared and submitted at the specific instruction of the Client, using the information provided by the Client.

THE WEBSITE INCLUDING SOFTWARE AS A SERVICE IS PROVIDED ON AN “AS IS” AND “WHERE IS” BASIS, WITHOUT ANY WARRANTY. AVI BUSINESS SOLUTIONS MAKES NO REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE WEBSITE INCLUDING SOFTWARE AS A SERVICE, INCLUDING BUT NOT LIMITED TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT, INFORMATION, PRODUCT OR SERVICE CONTAINED ON THE WEBSITE INCLUDING SOFTWARE AS A SERVICE, AND EXPRESSLY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. AVI BUSINESS SOLUTIONS DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND WHETHER IN CONTRACT, TORT, BREACH OF STATUTORY DUTY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING FROM OR CONNECTED WITH THE WEBSITE INCLUDING SOFTWARE AS A SERVICE, INCLUDING BUT NOT LIMITED TO YOUR USE OF THE WEBSITE INCLUDING SOFTWARE AS A SERVICE OR YOUR INABILITY TO USE THE WEBSITE INCLUDING SOFTWARE AS A SERVICE, EVEN IF AVI BUSINESS SOLUTIONS HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE. AVI BUSINESS SOLUTIONS WILL NOT BE LIABLE FOR LOSS OF PROFITS, SALES, BUSINESS OR REVENUE; BUSINESS INTERRUPTION; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION; OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE RESULTING FROM YOUR USE OF THE WEBSITE INCLUDING SOFTWARE AS A SERVICE.

AVI BUSINESS SOLUTIONS SHALL NOT BE LIABLE FOR ANY INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE WEBSITE INCLUDING SOFTWARE AS A SERVICE. AVI BUSINESS SOLUTIONS SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING ATTORNEY FEES, IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OR INABILITY TO USE THE WEBSITE INCLUDING SOFTWARE AS A SERVICE OR THE CONTENT.

Information We Collect to Provide Service

We collect information on you and your business through various methods, including but not limited to online submission forms, questionnaires and Information Request Forms, and email correspondence with AVI Business Solutions employees. These methods, along with any document forms which we have drafted, or which were drafted on our behalf by a third-party engaged by us, that we in turn provide to you for use or that we use on your behalf in providing Services are referred to herein as “Forms and/or Applications.”

By entering into this Agreement, you authorize us to (a) use, distribute, reproduce, modify, publish, and translate the information you provide us with (whether personal in nature or otherwise) as needed to provide the Services that you order, (b) use your electronic signature to submit filings to government agencies and other authorities on your behalf, and (c) communicate with government agencies and other authorities concerning filings that we make on your behalf.

If you order certain types of Services, we may refer you to an independent contractor to provide you with those Services. If you do work with an independent contractor that we refer you to, the terms and conditions in this paragraph will apply. Under no circumstances will we ask or instruct any independent contractor to provide you with legal, tax, or financial advice. Similarly, you agree you will not ask any independent contractor that we refer you to for any legal, tax, or financial advice that relates to or is otherwise connected with the Services. If for any reason you do ask an independent contractor that we have referred you to for legal, tax, or financial advice and the independent contractor provides such advice, then (a) any such advice will be solely at your request, and (b) any lawyer-client, tax advisor-client, or financial advisor-client relationship that results between you and the independent contractor will exclude us. Moreover, regardless of the nature of the Services or advice that an independent contractor that we refer you to provides you with, we will not verify the accuracy or correctness of any Services or advice that the independent contractor provides to you and we will not be in any way responsible or liable for any error or omission of the independent contractor. However, nothing in this Agreement in any way prevents you from filing a claim directly against an independent contractor that we refer you to in the event the independent contractor commits an error or omission. If you work with an independent contractor that we refer you to, that independent contractor may or may not have agreements, terms and conditions, and contractual provisions that it will require you to agree to.

Quality and Accuracy of Our Services

The quality and accuracy of all Services we provide to you will be based almost exclusively on the information and the directives that you provide to us. At no time will we (a) verify the legal or factual accuracy or correctness of any information or direction that you provide to us, (b) verify that any of your business activities, products, licenses, tax filings or services are lawful, (c) provide you with any legal, tax, or financial advice, opinions, or recommendations of any nature whatsoever, (d) provide you with suggestions as to what specific information to include in any documents, or (e) review or analyze your particular factual situation or your plans or strategies.

Under this Agreement, your responsibilities include (but are not limited to) the following: (a) You will provide all information and directives to ensure the Services you order are provided in the manner you want them to be provided in. (b) All information and directives that you provide will be accurate and correct to the best of your knowledge. (c) You will not ask that any document be created or filed that contains information that violates anyone’s intellectual property rights. (d) You will not provide any information that you deem proprietary or confidential. (e) You will not ask that any document be created or filed that contains matter or information that is, or could reasonably be considered, defamatory, libelous, hateful, racially or religiously biased or offensive, obscene, pornographic, unlawful, abusive, or threatening or contains any matter or information that would in any way advocate for or encourage illegal or harmful conduct. (f) You will promptly respond to any request for additional input, information, or document signatures. (i) You will obtain all required authorizations for the use of confidential and personal information from others that you supply to AVI Business Solutions.

Your Responsibilities as a Client

You are responsible for making all arrangements necessary for you to have access to our Website. You are responsible for ensuring that all persons who access our Website through your Internet connection are aware of these Terms and that they comply with them. You acknowledge and agree that performance of the Services shall be dependent on the timely completion of your responsibilities and obligations under this Agreement and that additional fees may apply with respect to any modifications to standard documents or processes made by you or at your request. Notwithstanding anything to the contrary herein, you will be responsible for (a) the accuracy and completeness and the compliance, sufficiency, and effectiveness under applicable law of all data, documents, templates, or other information provided to AVI Business Solutions or inputted into AVI Business Solutions system by you, or otherwise modified by us or at your request, and (b) the consequences of any instructions given by you to AVI Business Solutions, (c) informing AVI Business Solutions of any changes in your information, (d) maintaining correct Account permissions and settings.

In the course of rendering services, your timely responses to requests for information, signatures, documentation, and other materials is required for us to provide an effective service to you. Failure to return requested materials to us in a timely fashion can result in delays in providing service, loss of good standing, and the additional filing fees.

When using the Website and/or ordering and using Services, you agree to abide by common standards of decency and act in accordance with the law. By way of example and not limitation, you agree not to: (a) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others, (b) Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information, (c) Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents, (d) Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Websites, Apps or Services, or another’s computer, (e) Conduct or forward surveys, contests, pyramid schemes or chain letters, (f) Download any file posted by another user of a Website, App, or Service that you know, or reasonably should know, cannot be legally distributed in such manner, (g) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded. (h) Violate any applicable laws or regulations, (i) you may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purpose, and (j) you may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.

Errors and Corrections

AVI Business Solutions does not represent or warrant that the Website is error free or free of viruses or other harmful components, or that defects will be remedied. AVI Business Solutions does not warrant or represent that the information available on or through the Website will be correct, accurate, timely or otherwise reliable. AVI Business Solutions may make improvements and/or changes to features, functionality or Content on the Website at any time. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or due to your downloading of any content from it, or on any Website linked to it.

You are responsible for configuring your information technology, computer programs and platform in order to access our Website. You should use your own virus protection software.

You must not misuse our Website by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to our Website, the server on which our Website is stored, or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of-service attack.

Website and Forms Ownership

We own all right, title, and interest in and to the Website, all trademarks, trade dress, logos, graphics, and designs on the Website, and our Forms, and nothing in this Agreement can be construed as granting or conveying any such right, title, or interest to you. If we provide you with a Form, we are granting you a limited, personal, non-exclusive, non-transferable license to use the Form for your internal, business use and to make modifications to the Form for such use. You agree that you will not (a) use, copy, re-publish, reproduce, resell, or redistribute any Form, except in accordance with the license we have granted to you under this Agreement, or (b) omit or remove any copyright notice from any Form.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use the Website strictly in accordance with these Terms of Use. As a condition of your use of the Website, you warrant to AVI Business Solutions that you will not use the Website for any purpose that is unlawful or prohibited by these Terms of Use. You may not use the Website in any manner which could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website. This license shall automatically terminate if you violate any of these restrictions, and AVI Business Solutions may terminate the right, at any time, in its sole discretion.

All content included as part of the Website such as text, graphics, photos, videos, logos, marketing content, whitepapers, blog posts, webinars, images, as well as the compilation thereof, and any software used on the Website, is the property of AVI Business Solutions or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Website.

AVI Business Solutions content is not for resale. Your use of the Website does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your company’s or your personal use, and will make no other use of the content without the express written permission of AVI Business Solutions and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of AVI Business Solutions or our licensors except as expressly authorized by these Terms.

Linking to the Website

You may provide links to this Website provided you do so in a fair and legal way. You may not remove or obscure, by framing, mirroring or otherwise, any portion of the Website. You will discontinue providing links to the Website if requested by AVI Business Solutions.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our homepage in any Website that is not owned by you.

We reserve the right to withdraw linking permission without notice.

Links to Third Party Websites

Our Website may contain links to other Websites (“Linked Websites”). The Linked Websites are not under the control of AVI Business Solutions and AVI Business Solutions is not responsible for the contents or security of any Linked Website, including without limitation any link contained in a Linked Website, or any changes or updates to a linked website. AVI Business Solutions is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by AVI Business Solutions of the Linked Website or any association with its operators.

Payments

Generally, we must receive payment from you prior to providing any Services that you order. In the event we invoice you for Services, the invoice will be due and payable within thirty (30) days of the invoice date. We accept payment by credit card/debit card and recurring credit card/debit card, We do not accept cash payments.

Any payment you make by credit card will not be effective until the payment is processed. All credit card payments you make to us will be processed by third-party vendors. We do not and will not have any control over how quickly or accurately any third-party vendor processes any payment that you make. By making payment for Services by credit card, you expressly assume all risk that the third-party vendor may make an error in processing a payment you make or handling information you provide. We do not and will not have any access to or control over security reviews that any third-party vendor conducts for payments that you make, any access to information regarding any payment you make that a third-party vendor declines, or any access to any of your credit card data. In addition to not having access to any of your credit card data, we do not and will not store any of your credit card data.



We will be entitled to assess a late fee or an order processing fee on (a) any amount we have invoiced you and that you fail to pay on or before the due date, and (b) any amount at the discretion of AVI Business Solutions. If you fail to pay any invoiced amount or you obtain a credit card “chargeback” for any amount you have paid to us, you will pay all attorney fees and costs we incur in collecting the amount from you irrespective of whether or not we initiate an arbitration or legal proceeding against you.

Automatic Payments-Terms and Conditions

By enrolling in our recurring payment program, you authorize AVI Business Solutions: (a) to initiate recurring automated clearing house (ACH) debit entries or debit or credit card payments from the checking or savings account you specify, or (b) to initiate recurring charges from your specified credit/debit card.

You agree to be bound by any rules your financial institution requires for pre-authorized electronic funds and transfers and/or your debit or credit card issuer requires for pre-authorized debit or credit card transactions. You are responsible for all fees charged by your financial institution associated with the pre-authorized payment option.

YOU HAVE THE RIGHT TO TERMINATE YOUR AUTHORIZATION AT ANY TIME ONLINE BY LOGGING INTO YOUR ACCOUNT AND TERMINATING AUTOMATIC PAYMENTS OR BY CALLING AVI BUSINESS SOLUTIONS AT 1-210-460-4313.

You must update all changes to your checking/savings account or credit/debit information by logging into your account and making the changes. If you do not update your checking/savings account or credit/debit card information and AVI Business Solutions is unable to charge your credit card or withdraw funds from your debit card, checking account, or savings account for the amount due on your AVI Business Solutions account, you may be subject to applicable late fees, and any fees or charges assessed by your financial institution.

AVI BUSINESS SOLUTIONS SHALL BEAR NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OF ANY KIND THAT YOU MAY INCUR FOR ANY DELAY IN THE ACTUAL DATE ON WHICH YOUR ACCOUNT IS DEBITED OR YOUR CREDIT CARD IS CHARGED.

AVI Business Solutions reserves the right to change these terms and terminate this Program at any time. These terms do not in any way terminate, amend or modify other terms, agreements or policies that apply to your AVI Business Solutions account or any services you receive or other agreements you may have with AVI Business Solutions.

Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND HOLD US AND OUR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS HARMLESS FROM AND AGAINST, AND WILL PAY TO EACH OF THE FOREGOING THE AMOUNT OF, ANY LOSS, LIABILITY, DAMAGE, OR EXPENSE (INCLUDING, BUT IN NO WAY LIMITED TO, REASONABLE ATTORNEY FEES) INCURRED, WHETHER OR NOT ARISING FROM A THIRD-PARTY CLAIM, THAT ARISES FROM OR RELATES TO ANY CLAIM OF ANY NATURE (WHETHER SOUNDING IN CONTRACT, NEGLIGENCE, OR OTHERWISE) INVOLVING YOUR BREACH OF THIS AGREEMENT, VIOLATION OF LAW, OR WILLFUL MISCONDUCT, RECKLESSNESS, NEGLIGENCE, ERROR, OMISSION, ACTION, OR INACTION. FURTHERMORE, YOU EXPRESSLY AGREE THAT OUR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS ARE THIRD-PARTY BENEFICIARIES OF YOUR OBLIGATION TO INDEMNIFY.

Warranty and Disclaimer

Subject to the Terms of Use and Service Agreement, we represent and warrant that we will provide the Services you order to you in accordance with your directives by using the information that you provide to us.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE DIRECTLY PRECEDING SENTENCE, WE WILL PROVIDE YOU SERVICES AND FORMS ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY NATURE WHATSOEVER REGARDING THE WEBSITE, THE SERVICES, OR THE FORMS INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT.

WITHOUT IN ANY WAY LIMITING THE SCOPE OF THE GENERAL WARRANTY DISCLAIMER ABOVE, WE MAKE NO WARRANTY OF ANY NATURE WHATSOEVER (A) THAT THE WEBSITE, SERVICES, OR FORMS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, (B) THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (C) WHETHER OR NOT OUR FORMS APPLY TO YOUR PARTICULAR FACTUAL SITUATION, (D) WHETHER OR NOT ANY PROVISION, TERM, OR CONDITION IN ANY FORM IS LEGALLY ENFORCEABLE IN ANY PARTICULAR FACTUAL SITUATION, (E) REGARDING THE CONTENT, ACCURACY, OR RELIABILITY OF ANY TEMPLATE OR DOCUMENT PUBLISHED OR PROVIDED BY ANY GOVERNMENT AGENCY OR OTHER AUTHORITY, (F) REGARDING THE MANNER IN WHICH OR SPEED WITH WHICH A GOVERNMENT AGENCY OR OTHER AUTHORITY WILL PROCESS FILINGS THAT WE MAKE ON YOUR BEHALF, (G) WHETHER OR NOT A PARTICULAR GOVERNMENT AGENCY OR OTHER AUTHORITY WILL APPROVE A FILING THAT WE MAKE ON YOUR BEHALF, OR (H) REGARDING THE QUALITY, ACCURACY, OR RELIABILITY OF ANY SERVICES OR PRODUCTS YOU OBTAIN THROUGH AN INDEPENDENT CONTRACTOR THAT WE REFER YOU TO.

The information, software, products, and services included in or available through the Website may include inaccuracies or typographical errors. Changes are periodically made to the information herein. AVI Business Solutions and/or its suppliers may make improvements and/or changes in the Website at any time. AVI Business Solutions and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on the Website for any purpose.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. AVI BUSINESS SOLUTIONS AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AVI BUSINESS SOLUTIONS AND/OR ITS SUPPLIERS/AFFILIATES/CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE WEBSITE, WITH THE DELAY OR INABILITY TO USE THE WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF AVI BUSINESS SOLUTIONS OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of the Website, or with any of these Terms of Use and Service Agreement, your sole and exclusive remedy is to discontinue using the Website.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU FOR (A) ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, OR LOSS OF OPPORTUNITY; OR (B) DAMAGES IN AN AMOUNT EXCEEDING THE AMOUNT YOU HAVE PAID US FOR SERVICES.

Unforeseen Events

We will not be in violation of this Agreement to the extent we are unable to provide the Website or Services due to any act of God, natural disaster, casualty, accident, shortage of labor or materials, Website interruption or computer system failure, act of government, law, rule, or regulation, act of terrorism, or similar type of event or occurrence beyond our control.

No Class Actions

UNDER NO CIRCUMSTANCES WILL YOU HAVE ANY RIGHT OR AUTHORITY TO BRING OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR ARBITRATION FILED AGAINST OR INVOLVING US.

Termination of Our Relationship with You

We may refuse to provide Services or enter into a relationship with anyone at any time, including you. If we enter into a relationship with you, we may terminate that relationship at any time if (a) you fail to pay an invoice for Services in a timely fashion, (b) you fail to honor your obligations under this Agreement, (c) you make any attempt to or do in fact use the Website or the Services in any way that could damage or impair our networks or servers, (d) you make any attempt to or do in fact gain unauthorized access to the secure login or otherwise misuse the Website in any way, (e) we learn or suspect that you are attempting to or have used the Website, any of the Services, or any of the Forms to further an unlawful objective, (f) we learn or suspect an unauthorized user is using your account with us, (g) we choose to do so for any reason or no reason at all, or (h) if the other Party seeks protection or commences any action under applicable bankruptcy laws or similar laws regarding insolvency or relief for debtor. If we terminate our relationship with you, we will promptly refund the amounts you paid for the Services minus compensation for any Services we have performed prior to your cancellation, any filing fees we paid on your behalf in performing those Services, and a reasonable processing fee. AVI Business Solutions may terminate this Agreement at any time if legally required or upon belief of Client’s illegal or improper use of the Services.

Effect of Termination. In the event of any such termination, (i) Client will pay AVI Business Solutions for (a) Services provided under this Agreement to Client up through the date of termination .

Injunctive Relief

In the event you breach or threaten to breach this Agreement, the damage or imminent damage to our value and goodwill cannot be calculated, and therefore any remedy at law or in damages shall be inadequate. Accordingly, you agree that we are entitled to injunctive relief against you in the event of a breach or threatened breach, in addition to any other relief available to us.

Assignment

You may not assign any contract or order without our prior written consent. In no event shall any permitted assignment relieve you of your obligation to pay and other obligations under this Agreement, but we reserve the right to seek payment and recovery from any lawful assignee or the person or entity which has assumed your assets or business.



Integration

This Agreement, along with our Privacy Policy in the form it exists as of the time at which you purchase a particular Service will constitute the entire contract between us and you relating to that Service and the Website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and AVI Business Solutions.

A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

No Waiver

No delay on our behalf in exercising or any failure by us to exercise any right or remedy available to us under this Agreement will be construed as a waiver unless reduced to writing and signed by us.

Severability

If any provision of this Agreement is held invalid or unenforceable by any court or arbitrator of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not specifically held invalid or unenforceable.

Successors and Assigns

This Agreement is binding on your successors, assigns, heirs, legal representatives, and personal representatives. This Agreement is binding on our successors and assigns.

No Third-Party Beneficiaries

Except as otherwise expressly provided in this Agreement, there are no third-party beneficiaries of the Agreement.

Rules for Interpreting this Agreement

In construing this Agreement, the following rules apply: (a) The headings used in this Agreement are for ease of reference only, and cannot be used to construe the Agreement, (b) The singular includes the plural and the plural includes the singular, (c) Common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular, and plural.