SUNVIA CORP. Terms and Conditions of Use 

  
Effective May 27, 2021 

Welcome to SunVia™!   

This SunVia website (www.sunvia.com or “Website”) includes many ways to engage with SunVia Corp. (“we,” “our” or “SunVia”).   These Terms and Conditions of Use  (“Terms of Use”) apply to any person interacting with the SunVia Website including persons who visit the site without registering and without providing any personal information (“Visitors”), those who visit the website and complete a registration form (“Registered Users”), and those who participate in or have access to a SunVia session or are otherwise part of our SunVia ecosystem through participation in a forum or other portal (collectively unless otherwise noted “you,” or “your”).  These Terms of Use also apply to SunVia services and any content purchased, obtained or otherwise acquired or accessed through the Website, including the Sunflower Academy curriculum, online forums, a SunVia Session, and any related services (collectively the “Services”).  

These Terms of Use together with our Privacy Policy (collectively “Agreement”) form a binding contract between you and SunVia, regarding your use of the Website and/or participation in the SunVia Services. By accessing, browsing, and/or using the Website and/or participating in the SunVia Services, you acknowledge and represent that (1) you are 18 years of age or older and (2) you have read, understood and agree to be legally bound by this Agreement and (3) you represent, warrant, understand, agree to and accept all terms and conditions contained therein.  

 

If you are not at least 18 years of age and do not agree to be bound by this Agreement, you may not use the Website or participate in the SunVia Services. 

We have the right at any time to amend this Agreement, effective immediately upon notice on the Website. Any use of the Website by you after such notice is subject to the amendments.  

  1. INTRODUCTION TO THE SUNVIA PLATFORM AND SERVICES. 

SunVia brings together the latest collaborative technology using various formats such as video, audio, and interactive boards to deliver the SunVia Services—based in whole or in part on the Sunflower® and Sunflower Model® executive and leadership development platforms created by the founders of Sunflower Process, LLC.  In collaboration with Sunflower Process, SunVia uses augmented intelligence and on-line learning platforms to deliver its Sunflower Academy based on the Sunflower® and Sunflower Model® (collectively “Platform”). SunVia allows companies, whether they are startups or executive teams of more mature companies, to experience the power of the Sunflower® and Sunflower Model® to understand in new ways their business, their markets, and their products.  

  1.   Participants in the SunVia On-Line Community 

The SunVia website includes the possibility of not only exploring and staying up to date with SunVia and its activities through a newsletter but also participating in forums as part of our online community.  Only those who seek membership and register for the Sunflower Academy are allowed access rights to the SunVia online forums.  Once you are accepted and confirmed as a registered user for the Sunflower Academy, SunVia in its sole discretion assigns a status based on your affiliation with SunVia: General Public, “Cohort” (companies that have had a Session with SunVia), and “Scholar” (mentors, advisors, and educators affiliated with a company in a cohort or an educational institution).   

Participation in the online community forums is conditioned on registration and participation in the Sunflower Academy, whether through a Session or an e-learning platform.   SunVia’s approval of registrants and its assignment of a status are functions that are exclusive to SunVia and within its sole discretion. 

  1.   Participation in a SunVia Session  

Working with the Platform with SunVia in a one-on-one session is what this Agreement refers to as a “Session.”  If you are accepted to participate in some or all of the SunVia Services, prerequisites to that participation may require additional action on your part, including but not limited to: (i) completing a registration profile on our Website; (ii) providing accurate answers to questions on a questionnaire about your company, the team, and the product or service; (iii) preparing in advance for a Session; and (iv) sharing other company documents and information subject to a confidentiality agreement so that we can provide the Services.   

Not all companies are candidates for a SunVia Session.  SunVia reserves the right in its sole discretion to determine how and whether we will work with a person or company who seeks to obtain the Services through a Session.   

  1.   Limitations on SunVia Services 

SunVia Services do not include investment by SunVia. Nor do our Services include any legal advice, accounting advice, or any guarantee of investment from any investor.   

SunVia may choose to offer additional services, under other terms and conditions, either through itself, an affiliate, which may include advisory board services and referrals to our network of professional service and other service providers. Any such referrals to professionals are suggestions only. It is always your responsibility to enter into your own negotiations and agreements with any such providers and determine how or whether you would like to work with them.  

SunVia Services may rely on and include use of third-party software or platforms (“Third-Party Services”) that may be accessible from the Website.  When the Services include directing you to Third-Party Services, your interaction with them may require review and acceptance of other terms of service and policies that govern Third-Party Services.  

  1. Conditions on Continued Participation in a Session or Services 

We are passionate about the potential of companies we choose to accept as participants for a SunVia Session or other SunVia Services.  We are committed to using our experience and proven expertise to create a strategic plan and path for your company.  We must therefore reserve the right, in our sole discretion, to discontinue working with you in any capacity should you decide to not execute on the plan we develop for you.   

  1. YOUR RIGHT TO USE THE WEBSITE  

We grant you a non-exclusive, personal, and revocable right to access the Website and to use it for only lawful purposes.  You are responsible for protecting the confidentiality of your password(s), and for the acts and omissions of any third party that accesses the website through use of your password, as if such acts and omissions were your own.  We shall have the right at any time to change or discontinue any aspect or feature of the Website, including, but not limited to, content on the Website and any information needed for access or use or to register and/or have access to any of the Services.  

  1. CONDUCT IN USING THE WEBSITE  

3.1 Intellectual Property 

The Website contains copyrighted material, trademarks and other proprietary information, which may include, but is not limited to, text, software, photos, video, graphics, music and sound. We own a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original, granted or assigned to us. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works, publicly distribute, publicly display, reproduce, publicly perform, or in any way exploit in any format whatsoever (including, without limitation, print, digital, and electronic formats) any of the Website content, without our prior written authorization. This material includes, but is not limited to, the design, layout, look, appearance and graphics. You acknowledge that you do not acquire any ownership rights by downloading, viewing, or accessing copyrighted material. We rely on and use the trademarks Sunflower® and Sunflower Model® pursuant to a license from Sunflower Process, LLC. You may not modify or rely on or exploit in any format whatsoever (including, without limitation, print, digital, and electronic formats) the Sunflower® and Sunflower Model® trademarks. 

3.2 Works and Material You Submit to the Website  

You shall not upload, post or otherwise make available on the Website any works or material protected by copyright, trademark or other proprietary right without the express written permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any works or material are not so protected rests entirely with you. You are liable for any damage resulting from any infringement of copyrights, trademarks, or other proprietary rights, or any other harm resulting from such a submission. For all works and material submitted by you to the Website, you automatically grant, or warrant that the owner of such material has expressly granted, us a royalty-free, perpetual, irrevocable, worldwide, fully-paid up license to use, reproduce, create derivative works, publicly distribute, publicly perform, publicly display, assume any sound recording rights or moral rights of attribution or integrity, transmit, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed (including, without limitation, print and electronic form, media and technology) for the full term of any copyright that may exist in such works or materials. Except as limited under applicable law, and subject to any functionality on the Website allowing you to restrict access, you also permit any other Website user to access, view, store or reproduce the works or materials consistent with the provision entitled “Your Right to Use the Website.”  This Section 3.2 does not apply to information you submit to SunVia, through the Website or otherwise, that is submitted pursuant to SunVia under a confidentiality agreement.  

3.3 No Unauthorized Access and Unauthorized Activities on the Website  

The Website is only available for the authorized uses described in this Agreement. Unauthorized activities, include, but are not limited to: any access and use of the Website for automated access, screen or data scraping, data acquisition and consolidation, automated offers; using the Website in an attempt to break security, or so as to actually break security of any computer network (including, without limitation, the Website itself); using the Website for unauthorized relays through any third party systems; attempting, in any way, to interfere with or deny service to any user or any host on the Internet; using the Website to engage in unsolicited commercial email, or to add or attempt to add addresses to any mailing list (yours or a third party’s); using the Website to engage in flood attacks, which are defined as overburdening a recipient computer system by sending a high volume of spurious data which effectively impedes or totally disables functionality of the recipient system(s), or any other denial of service attacks; furnishing false data on your sign-up form, contract, or online application, including, without limitation, providing fraudulent payment information; actively engaging in or authorizing making the Website or any portion available as part of a “co-branded” or “private label” website, web service, or Internet access service, or as part of a “channel” through a software or Internet service, or similar arrangements or relationships that offer or provide access to the Website from or through other websites, web services, or Internet access services.  

  1. MONITORING  

We have the right, but not the obligation, to monitor all content of the Website, including the forums, to determine compliance with this Agreement, any other agreement between you and us, and any operating rules established by us, as well as to satisfy any law, regulation, authorized government request, or trade association guideline. We have the right to edit, refuse to post or remove any material submitted to or posted on the Website. You acknowledge and agree that any communication or material you post or transmit to the Website is, and will be treated as, non-confidential and non-proprietary. Without limiting the foregoing, we shall have the right to remove any material that we find violates this Agreement, may cause liability for us, or is otherwise objectionable.  

  1. DISCLAIMER 

EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE AND ITS CONTENTS AND THE SERVICES THAT MAY BE OBTAINED THEREFROM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  WE DO NOT MAKE ANY, AND SPECIFICALLY DISCLAIM ANY, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE OR ITS CONTENTS OR THE SERVICES OFFERED THROUGH CREATING A PROFILE, REGISTERING ON THE WEBSITE, OR REQUESTING, OBTAINING OR RECEIVING SERVICES INCLUDING, WITHOUT LIMITATION, ANY REGARDING OR ARISING FROM: (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; (B) COURSE OF DEALING, COURSE OF USAGE, OR COURSE OF PERFORMANCE; OR (C) TIMELINESS, ACCURACY, RELIABILITY OR CONTENT OF THE WEBSITE. 

AS TO ANY INFORMATION PROVIDED THROUGH THE WEBSITE UNDER THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ANY WARRANTY REGARDING THE PROFITABILITY OF TRANSACTIONS EXECUTED ON OR ARISING FROM ANY USE OF THE WEBSITE OR SERVICES OBTAINED THEREFROM OR THE RESULTS TO BE OBTAINED FROM THE USE OF THE INFORMATION ON THE WEBSITE. 

INFORMATION ON THE WEBSITE OR DELIVERED VIA THE SERVICES IS NOT INTENDED TO PROVIDE LEGAL, FINANCIAL, ACCOUNTING, TAX OR OTHER ADVICE, AND SHOULD NOT BE RELIED UPON AS PROFESSIONAL ADVICE.  

  1. LIMITATION OF LIABILITY.  

WE ARE NOT LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES (COLLECTIVELY, THE “DAMAGES”), ARISING OUT OF YOUR USE OR INABILITY TO USE THE WEBSITE OR THE SERVICES. THIS PROVISION ENTITLED “LIMITATION OF LIABILITY” APPLIES REGARDLESS OF: (A) OUR NEGLIGENCE; (B) OUR GROSS NEGLIGENCE; (C) ANY FAILURE OF AN ESSENTIAL PURPOSE; AND (D) WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. THIS PROVISION APPLIES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THE DAMAGES, OUR LIABILITY IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. WE ARE NOT RESPONSIBLE AND NOT LIABLE FOR ANY INFORMATION, PRODUCTS, OR SERVICES PROVIDED BY OTHER WEBSITES THAT LINK TO OR FROM THE WEBSITE.  

  1. TERMINATION  

Either we or you may terminate this Agreement at any time. Without limiting the foregoing, we shall have the right to immediately terminate this Agreement, as to you, by terminating your access to the Website, for our convenience, for any reason or no reason, or for any breach by you of this Agreement. You may terminate this Agreement by deleting your profile or registration and ceasing to use the Website, but if you use the Website again in the future, then you will have agreed to this Agreement again or whatever Terms of Use are in effect at that time.  

  1. SUNVIA™ TRADEMARKS  

SunVia has pending trademarks for SunVia™ for the goods and services that SunVia™ offers.  All other trademarks appearing on the Website are the property of their respective owners. You gain no rights in our trademarks, service marks or trade names through your use of the Website or the Services.  

  1. NO ENDORSEMENT OF WEBSITE CONTENT/NO ENDORSEMENTS OR REPRESENTATIONS BN SUNVIA PARTICIPANTS 

We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice or statement made on or off the Website, whether in a Session or in a forum. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Website, including that of SunVia.  Advice of a professional, legal, accounting, tax or other professional may be necessary for you regarding the evaluation of any specific information, opinion, advice, Services, or other content obtained by or through the Website or the Services.  

  1. MISCELLANEOUS.  

 

  1. Entire Agreement and Amendments  

This Agreement is the entire agreement between us and supersedes all earlier and simultaneous agreements or communications regarding the subject matter. This provision does not negate or nullify any signed confidentiality or non-disclosure agreement that may exist between you and SunVia. 

  1.  Governing Law and Forum 

All claims regarding this Agreement are governed by and construed in accordance with the Laws of Texas and the United States, applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in Austin, Texas regardless of the inconvenience of the forum, except that we may seek temporary injunctive relief in any venue of our choosing.  You agree to the exclusive jurisdiction of the federal and state courts in Austin, Texas and agree to waive any challenge to lack of personal jurisdiction or improper venue.  You and we at SunVia acknowledge and agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.  

  1. No Waivers, Cumulative Remedies  

Our failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of our rights under this Agreement. All of our remedies under this Agreement, at Law or in equity, are cumulative and nonexclusive.  

  1. Severability 

If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect our original intent, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  

  1. Captions and Plural Terms 

All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement. Terms defined in the singular have the same meaning in the plural and vice versa.  

Notices: If you need to send us any notice required under this Agreement, please send it to  info@sunvia.com.