November 11, 2022 

  

Welcome to avionconsultinggroup.com, a service provided to you by Avion Consulting Group, an Ohio limited liability company (together with its affiliates and subsidiaries, “Avion,” “we” or “us”). These Terms of Use establish the terms to which you agree, and by which you will be legally bound, when using the Website, to the extent permitted by Law. As used in these Terms of Use, “using” includes without limitation visiting, browsing, clicking on links within, and accessing information, content, functionality and/or services offered via, the Website. Please read these Terms of Use carefully before you use the Website. If you do not agree to the terms of these Terms of Use and/or do not intend to be so bound, you should discontinue use of the Website (or, if the option is made available to you, do not click to agree or proceed). 

  

Additional terms and conditions (“Additional Terms”) also may apply to specific portions, services or features made available on or through the Website. Any such Additional Terms are hereby incorporated by this reference into these Terms of Use. In the event of a conflict between any such Additional Terms and these Terms of Use, the Additional Terms shall prevail: 

  

1. Defined Terms. For purposes of these Terms of Use, the following terms shall have the following meanings: 

 

a.    “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, state or local government or any agency or instrumentality thereof and any arbitrator, court or tribunal of competent jurisdiction. 
b.    “Party” means either Avion or you. 
c.    “Privacy Policy” means the Avion Privacy Policy, a copy of which may be found at www.avionconsultinggroup.com/privacy-policy as it may from time to time be amended by Avion in its sole discretion. 
d.    “Website” means the website located at AvionConsultingGroup.com (including any subdomains) and includes all content and other items made available on such website. 

  

 2.    Representations & Warranties; Disclaimers. 

 

a.    Avion hereby represents and warrants to you that it has the full right, power and authority to (i) enter into and fully perform its obligations according to, these Terms of Use, and (ii) grant to you the rights and licenses described herein. 

 

b.    You understand that Avion cannot and does not guarantee or warrant that files available for downloading from the Internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Website for any reconstruction of any lost data. AVION WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS ACCESSED OR OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. 

 

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS ACCESSED OR OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE AND ITS CONTENT ARE PROVIDED BY AVION ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED OR CONTRACTUAL OR STATUTORY, ARE EXPRESSLY DISCLAIMED BY AVION. AVION DOES NOT REPRESENT, WARRANT OR COVENANT THAT (I) THE OPERATION AND/OR USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, (II) THE WEBSITE WILL PERFORM IN EVERY OPERATING ENVIRONMENT, (III) ALL DEFICIENCIES OR ERRORS IN THE WEBSITE ARE CAPABLE OF CORRECTION OR (IV) THE WEBSITE MEETS THE REQUIREMENTS OF ANY PARTY WHATSOEVER. THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED BY AVION.  

 

c.    You hereby represent and warrant to Avion that you are of legal age to form a binding contract with Avion and otherwise have the full right, power, authority and capacity to enter into, and to fully perform your obligations according to, these Terms of Use. 

 

3.    Indemnification; Limitations on Liability; Remedies. 

 

a.    You shall indemnify, defend and hold harmless Avion, and its members, managers, officers, directors, employees, agents and affiliates from and against any liabilities, costs, fees and/or damages (including attorney fees) that arise out of any claim for damages resulting from (i) any material inaccuracy or breach of the representations or warranties made by you in these Terms of Use, (ii) any material breach of a covenant made by you in these Terms of Use, and/or (iii) any material failure to perform, or any material failure to comply with, your obligations according to these Terms of Use. 

 

b.    IN NO EVENT WILL AVION, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, MEMBERS OR MANAGERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY CONTENT ACCESSED OR OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. 
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS RELIED UPON THE LIMITATIONS ON LIABILITY SET FORTH IN THESE TERMS OF USE AND, BUT FOR THEIR INCLUSION HEREIN, WOULD NOT HAVE ENTERED INTO THESE TERMS OF USE. 

 

c.    Regardless of any statute or law to the contrary, you agree to bring any claim or cause of action arising out of or related to the use of the Website or the Terms of Use within one (1) year after the claim or cause of action arose. The failure to bring a claim or cause of action arising out of or related to the use of the Website or the Terms of Use within one (1) year after the claim or cause of action arose, forever bars the claim or cause of action. 

 

d.    Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations set forth above may not apply to you. 

 

e.    You further acknowledge that (i) Avion will suffer irreparable harm, and that the amount of monetary damages would be extremely difficult or impossible to calculate, if you breach your obligations according to these Terms of Use, (ii) if you breach your obligations according to these Terms of Use, Avion may seek, and you covenant not to dispute any attempt by Avion to seek, injunctive relief without proving actual damages and (iii) remedies sought by Avion in accordance with this paragraph shall be in addition to, and without limitation of, any other rights to which Avion may be entitled according to these Terms of Use or Law.  

  

4.    Accessing the Website; Account Security; Your Obligations. 

 

a.    From time to time, Avion may impose limits on certain features and services or restrict your access to parts or all of the Website without notice or liability. To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that any information you may provide to register with this Website or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. If you choose, or if you are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree to notify Avion immediately of any unauthorized access to any such account, username or password or any other breach of security involving the Website. Avion has the right to disable any username, password or other identifier, whether chosen by you or provided by Avion, at any time if, in Avion’s opinion, you have violated any provision of these Terms of Use. 

 

b.    Avion does not sell or rent your personal information to third parties without your consent, and Avion only uses your personal information as described in the Privacy Policy. The terms of the Privacy Policy are hereby incorporated by reference into these Terms of Use. 

 

c.    You agree that you are solely responsible for your own conduct with respect to the Website and for any consequences thereof. Moreover, you agree to use the Website only for purposes that are legal, proper and in accordance with these Terms of Use and with any other applicable laws, regulations, policies or guidelines. You are prohibited from using the Website for certain activities, including: 

•    Using the Website for any illegal, infringing, or any other unauthorized purpose; 
•    Restricting or inhibiting any other user from using and enjoying the Website; 
•    Using the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any third party’s use of the Website; 
•    Copying, reproducing, republishing, uploading, posting, transmitting, distributing, or using for the creation of derivative works without Avion’s prior written consent; 
•    Removing any copyright, trademark or other proprietary rights notices contained in or on the Website; 
•    Introducing any viruses, worms, defects, Trojan horses, or other malicious or technologically harmful items; 
•    Creating an account to do competitive analysis of Avion while using the Website; 
•    Attempting to gain unauthorized access to, damage, disrupt or interfere with the proper working of any parts of the Website, the server on which the Website is stored, or any server, computer, network or database connected to the Website; 
•    Disobeying any requirements, procedures, policies or regulations of networks connected to the Website; or 
•    Attacking the Website via a denial-of-service, distributed denial-of-service or similar attack. 

  

d.    You should assume that all materials presented on the Website are protected by copyright, trademark and other intellectual property and proprietary protections. The Avion name, marks and logos, product and service names, designs and slogans are trademarks of Avion or its affiliates or licensors. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners. You may not use such marks without the prior written permission of Avion or such owners. Except as may be expressly set forth in these Terms of Use, Avion does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights or other proprietary or intellectual property rights. By using any of the materials or information presented on the Website without appropriate license or attribution, you may be liable for violation of intellectual property laws. Avion may not be held liable for unauthorized use of materials or information appropriated from the Website.  

 

5.    Modifications.  

 

Avion reserves the right, in its sole discretion, to modify or to replace any of the provisions set forth in these Terms of Use at any time by posting a notice on the Website or by sending you an email at the email address you registered with Avion (if any). All such modifications are effective immediately when posted and apply to all use of the Website thereafter. It is also your responsibility to check the Terms of Use periodically for changes. Your continued use of the Website following the posting of any changes to the Terms of Use constitutes acceptance of and agreement to those changes. 

  

6.    Termination. 

 

Avion may terminate your access to the Website with or without cause, at any time, with or without notice to you. Immediately upon such termination, you will have no further right, title or interest in or to the Website or any part thereof. You agree that Avion has no liability to you or to any third party for any modification, suspension, or discontinuance of the Website or of your use thereof. 

  

7.    Links to and from the Website. 

 

a.    The Website may provide links or references to websites and resources not owned or controlled by Avion (collectively, “Non-Avion Resources”). Avion makes no representations, warranties or other commitments whatsoever about any Non-Avion Resource that may be referenced, accessible from, or linked to the Website. A link from the Website to a Non-Avion Resource does not mean that Avion endorses the content or use of such Non-Avion Resource or its owner. In addition, Avion is not a party to or responsible for any transactions you may enter into with third parties, even if you learn of such parties (or use a link to such parties) from the Website. Accordingly, you acknowledge and agree that Avion is not responsible for the availability of, and is not responsible or liable for any content, services, products, or other materials on or available from, such Non-Avion Resources (even those that may contain the Avion logo).  

 

b.    All links to the Website must be approved in writing by Avion, except that Avion consents to links in which the link and the pages that are activated by the link do not: (i) create frames around any page on the Website or use other techniques that alter in any way the visual presentation or appearance of any content within the Website, (ii) misrepresent your relationship with Avion, (iii) imply that Avion approves or endorses you, your website, or your service or product offerings and (iv) present false or misleading impressions about Avion or otherwise damage the goodwill associated with the Avion name or trademarks. As a further condition to being permitted to link to the Website, you agree that Avion may at any time, in its sole discretion, terminate permission to link to the Website. In such event, you agree to immediately remove all links to the Website and to cease using the Avion name and any Avion trademarks. 

  

 

8.    General Provisions. 

 

a.    Electronic Notices. You consent to receive from Avion all communications including notices, agreements, legally required disclosures or other information in connection with the Website (collectively, “Notices”) electronically. Avion may provide such Notices by posting them on the Website or sending them to the email address you provided (if any) to Avion. If you desire to withdraw your consent to receive Notices electronically, you must discontinue your use of the Website. 

 

b.    Entire Agreement. These Terms of Use, when taken together with the Privacy Policy, constitute the entire agreement between the Parties as to the subject matter hereof and supersede all prior and contemporaneous documents, negotiations and drafts with respect to such subject matter, whether written or verbal. No provision of these Terms of Use may be construed against either Party by reason of the drafting or preparation thereof. 

 

c.    Waiver. Any provision of these Terms of Use may be waived, terminated or discharged with Avion’s express consent at any time and in its sole discretion. The failure of Avion to insist upon the performance of any of the terms or conditions contained in these Terms of Use and/or to exercise any right hereunder, may not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such rights. 

 

d.    Severability. If any provision of these Terms of Use is held to be unenforceable, the Parties shall renegotiate each such provision in good faith in order to maintain the economic position enjoyed by each Party prior to such holding with respect to each such provision rendered unenforceable. If the Parties cannot agree upon an enforceable replacement for such provision, then (i) such provision shall be excluded from these Terms of Use, (ii) the balance of these Terms of Use shall be interpreted as if such provision were so excluded and (iii) thereafter, these Terms of Use shall be enforceable in accordance with its terms. 

 

e.    Assignment. You may not assign these Terms of Use, in whole or in part, by operation of Law or otherwise, without Avion’s prior written consent. Any attempt to do so shall be deemed null and void and of no legal force or effect. These Terms of Use shall be binding upon and shall inure to the benefit of the Parties’ successors and permitted assigns. 

 

f.    Force Majeure. Neither Party may be held liable for its failure to perform hereunder, or for any loss or damage, due to causes beyond its reasonable control, including governmental requirements, inability to obtain required export licenses, work stoppages, fire, civil disobedience, embargo, war, terrorism, riots, rebellions, earthquakes, strikes, floods, water and the elements, inability to secure equipment, raw materials or transport or similar occurrences. 

 

g.    Interpretation. Unless the context clearly requires otherwise, (i) the singular shall be deemed to include the plural and vice versa, (ii) reference to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as may be amended or modified and in effect from time to time, (iii) “hereunder,” “hereof,” “hereto” and words similar thereto shall be deemed references to these Terms of Use as a whole and not to any particular provision hereof, (iv) the words “include” and “including” shall be deemed to mean “without limitation” and shall be interpreted not to limit the generality of any description preceding such term, (v) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding” and (vi) any reference to a “Section” in these Terms of Use shall be construed as a reference to a section of these Terms of Use. 

 

h.    No Agency Relationship. Neither these Terms of Use nor any provision contained herein may be construed as creating or constituting a partnership, joint venture or agency relationship between the Parties. For the avoidance of doubt, neither Party has the power or authority to, and no Party may, assume or create any obligation or responsibility on behalf of the other. 

 

i.    Governing Law; Venue. These Terms of Use will be governed by and construed and interpreted in accordance with the laws of the State of Ohio, without reference to principles of conflict of laws. The exclusive jurisdiction and venue of any action related to these Terms of Use will be the state and federal courts located in Cleveland, Ohio, and each of the Parties hereto waives any objection to jurisdiction and venue in such courts.