TERMS OF USE

The following Terms of Use apply to this website (“Website”), which is owned and operated by Avero, LLC (“Avero,” “we,” “us,” or “our”).  You are being allowed access to the Website pursuant to a Master Services Agreement, SSM Master Services Agreement, or Marketing Representation Agreement between your employer and Avero (as applicable, the “Transaction Agreement”), and your access to or use of the Website and Content (as defined below) is subject to all of the terms of the Transaction Agreement.  These Terms of Use are in addition to and do not reduce any obligation you have under the Transaction Agreement, but do not impair any limitation of liability of or disclaimer by Avero in the Transaction Agreement.  By accessing or using the Website, whether via computer, mobile device, or other technology, you acknowledge that you have read and agree to be bound by the Transaction Agreement and these Terms of Use in their entirety, as they may be amended from time to time, without notice to you. Any amendment will be effective immediately upon posting to the Website.  Capitalized terms not otherwise defined herein have the respective meanings given them in the Transaction Agreement.

INTELLECTUAL PROPERTY; USE OF CONTENT; CONFIDENTIALITY

This Website is owned and operated by Avero, and, except as provided in the Transaction Agreement, (1) all Software, Marketing Materials, and all designs, text, images, videos, graphics, programs, and other content and materials appearing at, and, except as expressly set forth in the Transaction Agreement, data, reports, and other information accessible through the Website (collectively, “Content”), and (2) all Avero trademarks, trade names, service marks, service names, logos, URLs and the like (collectively, "Marks") appearing on the Website are the property Avero.  You may access or use Content only for the purposes set forth in the Transaction Agreement, and, except as permitted in the Transaction Agreement, you may not (i) adapt, copy, distribute, modify, reverse-engineer, or prepare any derivative work based on any Content, in whole or part; (ii) sell or license any Content; (iii) disclose any unique metric provided by Avero; or (iv) permit any third party to do any of the foregoing.  You must keep all Content strictly confidential, and you may not disclose your username or password to any person or allow any other person to access the Website, by use of your username or password.

TERMINATION; MODIFICATION

Avero reserves the right, without notice and at its sole discretion, to suspend or terminate your ability to access or use the Website, and to block or prevent future access to and use of the Website for any reason, or no reason. Avero may, in its sole discretion, terminate, change, modify, suspend, make improvements to, or discontinue any or all aspects of the Website, temporarily or permanently, at any time with or without notice to you. You agree that Avero shall not be liable to you or to any third party for any modification, suspension or discontinuance.

DISCLAIMER

AVERO MAKES NO REPRESENTATION OR WARRANTY IN CONNECTION WITH THE WEBSITE OR CONTENT, ALL OF WHICH WE PROVIDE ON AN "AS IS" AND "AS AVAILABLE" BASIS. AVERO HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WITH RESPECT TO THE WEBSITE AND CONTENT. AVERO DOES NOT WARRANT THAT THE OPERATION OF THE WEBSITE OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT TRANSMISSIONS OR DATA WILL BE SECURE, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

LIMITATION OF LIABILITY

Neither Avero, or any parent or subsidiary of Avero, nor any member, manager, subsidiary, director, officer, employee, agent, consultant, subcontractor, representative, adviser, or other person employed or engaged by Avero or any parent or subsidiary in any capacity (each, an “Affiliate”) shall be liable for special, incidental, consequential, or indirect damages or loss of good will, revenue, or income, equipment failure, or other damage, expense, or loss, regardless of theory of liability, whether arising under contract, tort, law, equity, or otherwise, arising in connection with (1) the Website; (2) your use of the Website, or errors, file corruption, or other damage arising or allegedly arising from such use, or (3) your inability, for any reason to access the Website.  Avero’s liability arising from any use or inability for any reason to access the Website shall not event exceed Avero’s liability set forth in the Transaction Agreement.

GOVERNING LAW

These Terms of Use are subject the provisions of the Transaction Agreement relating to Resolution of Disputes, as if fully set forth herein verbatim.