Welcome to Sunflower Academy, powered by SunVia™!
any person interacting with and accessing the Sunflower Academy, the Website, or our Services through any means, including but not limited to applying to participate in a Sunflower Academy cohort, participating in our on-line forum (which is also governed by our Community Guidelines), and participating in any 3D interactive Sunflower Academy worlds (collectively, unless otherwise noted “you,” or “your”); and
any content purchased, obtained or otherwise acquired or accessed through the Website, including the Sunflower Academy and its curriculum and online forums, a Session (as defined below), and any related services (collectively the “Services”).
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 Services.
Unless otherwise stated herein, 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 SERVICES
The Services are 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, which is the owner of the trademarks for Sunflower®, Sunflower Model®, and Sunflower Academy®. In collaboration with Sunflower Process, LLC, we bring together the latest collaborative technology using various formats such as video, audio, 3D worlds, and interactive boards to deliver the Sunflower Academy.
1.1. Participants in the On-Line Community
The Website provides different levels of interactions and Services for different types of visitors. Sunflower Academy in its sole discretion assigns a status based on your affiliation with us to determine your access to different types and levels of Services, including but not limited to “Public” (visitors to the Website seeking information about the Services) and “Registered Users” who register and/or complete a profile on the site. Registered Users include “Members,” “Cohort Members,” and “Scholars,” with each status assigned different access privileges to our content and the forums. Our approval of registrants for and participants in the Sunflower Academy and assignment of a status, which determines access to different groups or forum topics, are functions exclusive to us and within our sole discretion.
Applying to participate in the Services may require additional such steps as: (i) completing a registration profile on our Website; (ii) providing us with information about your company, the team, and the product or service; and (iii) sharing company documents and information and, when appropriate, subject to a confidentiality agreement, so that we can determine how and whether to provide the Services.
Sunflower Academy and its associated forums are also governed by Community Guidelines, which give us the right to moderate the forums and enforce violations of the guidelines.
1.2. Participation in a Session
Interacting with Sunflower Academy in a live interchange is a “Session.” Not all companies, even if they are accepted to participate in the Sunflower Academy, are candidates for a Session. We reserve the right in our sole discretion to determine how and whether we will work with a person or company who seeks or obtains Services through a Session.
1.3. Limitations on Services
The Services do not include investment by SunVia. Nor do the Services include any legal advice, accounting advice, or any guarantee of investment from any investor. SunVia is not responsible for compliance with any securities, data, or other legal obligations related to our Services, solicitations for investment, or other activities that may take place within the context of our Services. You are solely responsible for the conduct, documentation, and other requirements related to investments and/or securities.
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 a network of professional 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.
1.4. Conditions on Continued Participation in a Session or Services
We are passionate about the companies we choose to accept as participants for the Sunflower Academy and the Services. We must therefore reserve the right, in our sole discretion, to discontinue working with you should you not be available to participate in a timely manner, violate any participation agreement for Sunflower Academy, violate these Terms or the forums’ Community Guidelines.
1.5. Third Parties
The Services also rely on and include use of third-party software or platforms (“Third-Party Services”) that may be accessible from the Website. To the extent that our Services are enabled or delivered with or through any Third-Party Services, such as your ISP or our website hosting partners such as WPEngine (https://wpengine.com/legal/privacy/) or data we have hosted by an independent data storage provider, or multimedia services provided through Miro (https://miro.com/legal/terms-of-service/), the terms of that relationship will be governed by documents furnished by that third party. Whether or not we furnish a link to the terms of those independent third parties, you are responsible for your choice to agree to those terms. You are strongly encouraged to review any policies that apply to you. Any links provided here are for convenience only; you are otherwise bound by the terms set forth by those third parties.
2. YOUR RIGHT TO USE THE WEBSITE
We grant you a non-exclusive, personal, and revocable right to access the Website and our Services and to use them 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.
3. 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 Academy®, Sunflower®, and Sunflower Model® with the consent of their owner 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 Academy®, Sunflower®, and Sunflower Model® trademarks or content based on them. Without limiting the foregoing, all marks and content found or displayed on the Website are otherwise owned by their respective owners
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, information, content, 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, create advertisements or marketing materials, 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 or the Services 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 or other protection that may exist in such works or materials, for our legitimate business purposes. 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.”
In response to legal process, such as a search warrant, court order, or subpoena, or when we have a good faith belief that the law requires us to do so;
To detect, prevent, investigate, or address fraud, illegal activity, or violations of our terms and agreements;
With our current and future subsidiaries or corporate affiliates or actual or potential investors;
In connection with a potential or actual sale, merger, transfer, exchange, reorganization or other disposition (whether of assets, stock, or otherwise) of all or a portion of the business conducted by or related to our Services. If such a transaction occurs, the acquiring company’s use of your information will remain subject to these terms and any related policy, as may be subsequently amended;
When we otherwise have your permission.
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 that 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.
3.4 Data and Content Submissions and Collections
You are under no obligation to submit anything to us. However, in order for us to provide the Services, we need your permission to process, display, reproduce, and otherwise use content you make available to us. We may also create or use de-identified content to create, administer, maintain, improve, support, deliver and analyze our Services. Therefore, if you choose to submit any content to us, or otherwise make available any content through the Services, you hereby grant to us your permission to use the content and data we collect from you through a perpetual, irrevocable, transferrable, sub-licensable, non-exclusive, worldwide, royalty-free, fully-paid license to reproduce, use, modify, display, perform, transmit, distribute, translate, and create derivative works from any such content, including without limitation distributing part or all of the content in any media format through any media channels, to comply with applicable law or court order, or as necessary to provide the Services or our own purposes. We likewise reserve the right to withhold, remove, and/or discard any such content at any time.
You understand and acknowledge that you are fully aware and responsible for the impact of sharing content with us, and you agree that we shall not be held responsible, and we shall be released and held harmless by you from any liability or damages arising out of such content sharing.
3.5 De-Identified Information
We may de-identify any data or information collected or shared with us in any way, including Personal Information (“De-Identified Information”), and subsequently use and disclose De-Identified Information for any legitimate business purpose whatsoever. In consideration of our provision of the Services, you hereby transfer and assign to us all rights, title and interest in and to all De-Identified Information that we make from your Personal Information. You agree that we may use, disclose, market, license and sell such De-Identified Information for any legitimate business purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, license, or other commercialization thereof. You acknowledge that the rights conferred by this Section constitute principal consideration for the provision of the Services, without which we would not enter into this Agreement.
We have the right, but not the obligation, to monitor all content of the Website, including the forums accessible through the Sunflower Academy community, 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.
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 LIABILITY 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, ACCESSIBILITY, 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.
6. 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.
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, which includes access to the Sunflower Academy and the online forums and other Services associated with it, 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 are in effect at that time.
8. SUNVIA™ and SUNFLOWER® TRADEMARKS
SunVia, which operates Sunflower Academy with the consent of the owner of the Sunflower®, Sunflower Model®, and Sunflower Academy® registered trademarks, has its own pending trademarks for the goods and services that SunVia™ offers. You gain no rights in our trademarks, service marks or trade names through your use of the Website or the Services.
9. NO ENDORSEMENTS OR REPRESENTATIONS
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, including any statement or comment by a mentor, a scholar, or other members of a cohort. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Website. Advice of your own independent professional, legal, accounting, tax or other professional service 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, including any information obtained through participation in the Sunflower Academy.
10. ARBITRATION AGREEMENT: Please read this section carefully. It affects your legal rights.
General. Most concerns can be resolved quickly by contacting us directly. In the unlikely event that we are unable to resolve a legitimate legal complaint, we each agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, generally allows for more limited discovery than in court, and is subject to very limited review by courts. However, sometimes the costs of an arbitration can exceed costs that would be incurred in litigation. Arbitrators can award the same damages and relief that a court can award. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. You understand that any award available under arbitration is subject to the limitations in these Terms. YOU UNDERSTAND AND AGREE THAT THIS ARBITRATION AGREEMENT MEANS THAT YOU AND SUNVIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
10.1. Attempt to Resolve Informally
We want to address your concerns without a formal arbitration or case. So before filing a claim against us, you agree to make a good faith effort to try to resolve the dispute informally with us by contacting email@example.com (“Dispute Notice”) and responding promptly to any related communications. Your Notice to us must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought and the specific applicable legal basis for the requested relief (“Demand”). We will try to resolve the dispute by contacting you via email at the address from which you send the Dispute Notice email or the email address that you used to register or create your account. If a dispute is not resolved within 45 days of your sending us the Notice, you or SunVia may bring a formal arbitration proceeding pursuant to Section 10.5 below.
10.2. Application of American Arbitration Association Rules
If you reside in the United States or are otherwise subject to the U.S. Federal Arbitration Act, you agree that any and all disputes or claims that have arisen or may arise between us, except as set forth below (“Exceptions”), shall be resolved exclusively through final and binding arbitration rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Any arbitration proceedings shall be conducted by the American Arbitration Association (“AAA”) under its rules and procedures applicable at that time, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (to the extent applicable), as modified by our Arbitration Agreement. For disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules for Emergency Measures of Protection shall apply. You may review those rules and procedures, and obtain a form for initiating arbitration proceedings, at the AAA’s website. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting us.
10.3. Location of Arbitration
The arbitration shall be held in Austin, Texas or at another mutually agreed location. If the reasonable value of the relief sought is U.S. $10,000 or less, either of us may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us subject to the arbitrator’s discretion to require an in-person hearing. Attendance at an in-person hearing may be made by telephone by you and/or us unless the arbitrator requires otherwise.
Notwithstanding the foregoing, nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; or (c) seek injunctive relief in a court of law in aid of arbitration.
10.5. Notice Address/Demand for Arbitration/Confidentiality
If our good faith negotiations are not successful and you decide to file a formal arbitration proceeding, you must use this address to notify us of the AAA proceeding: General Counsel, SunVia Corp., 501 Congress Ave., Suite 150, Austin, Texas 78701.
All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
10.6. Texas Law Controls
The arbitrator will decide the substance of all claims in accordance with the laws of the State of Texas, including recognized principles of equity and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different participants or users of the Website or Services but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction over the parties, except for a limited right of appeal under the Federal Arbitration Act. The arbitration will be conducted in English.
10.7. Opt-Out Procedure
We promise that your decision to opt-out of this Arbitration Provision will not negatively affect your relationship with us. But we do have to enforce the Opt-Out Deadline, so keep in mind that any opt-out request received after the 30-day deadline will not be valid and you must pursue your dispute in arbitration or small claims court.
10.8. Fees And Procedures
In addition to any fees and costs you may be entitled to receive under applicable law, if you send us notice and negotiate in good faith as provided in the section above titled “Attempt to Resolve Informally” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator. If the arbitrator decide that we are the prevailing party, we retain the option to seek our reasonable attorneys’ fee and costs as determined by the arbitrator.
The arbitrator shall decide all issues, including the scope of this Arbitration Agreement.
The arbitrator shall issue a decision in writing but need not given the reasons for the decision.
The AAA website has resources available for anyone seeking to proceed without legal counsel (“pro se”) at https://www.adr.org/pro-se.
10.9. PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS
YOU AND WE AGREE AS PART OF THE ARBITRATION AGREEMENT, THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. WE REFER TO THIS AS THE “PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS.” UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN YOUR OR OUR CLAIM WITH ANOTHER PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MAY ONLY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER REGISTERED USERS OR VISITORS.
Except with respect to the Prohibition of Class and Representative Actions, if a court decides that any part of this Arbitration Agreement is invalid or unenforceable, the other parts of this Arbitration Agreement shall continue to apply. If a court decides that the Prohibition of Class and Representative Actions is invalid or unenforceable, then the entire Arbitration Agreement shall be null and void.
If we make any future change to this Arbitration Agreement, other than a change to our Notice Address, you may reject the change by sending us written notice within 30 days of the change to the Notice Address: (a) by U.S. Mail or commercial carrier to General Counsel, SunVia Corp., 501 Congress Ave., Suite 150 Austin, Texas 78701 or (b) by email to firstname.lastname@example.org. The Arbitration Agreement in effect immediately prior to the changes you rejected will survive.
10.12. CLAIMS ARE TIME-BARRED
You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action you may have arising out of or related to use of the Services or otherwise under these Terms must be filed within one (1) year after such claim or cause of action rose or you agree to be forever barred from bringing such claims.
11.1 Entire Agreement and Amendments
This Agreement is the entire agreement between you and 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 for Sunflower Academy Services.
11.2 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. For any dispute that is not subject to the Arbitration Agreement 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 acknowledge and agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
11.3 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.
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.
You may not assign or transfer this Agreement, in whole or in part, without our prior written consent, which may be withheld at our sole discretion. We may freely assign this Agreement in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
11.6 Captions and Terms
All captions are for purposes of convenience only and are not to be used in the 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 reach us or send us any notice required under this Agreement, except for the Dispute Notice email in Section 10, please send us an email at email@example.com.
SUNVIA™ CORP. PRIVACY NOTICE EFFECTIVE DATE DECEMBER 15, 2021
Sunflower Academy® is operated and brought to you by SunVia Corp. in collaboration with Sunflower Process, LLC, which is the owner of the trademarks for Sunflower®, Sunflower Model®, and Sunflower Academy® (“we,” “our,” “us,” or “Sunflower Academy”). This SunVia Corp. Privacy Notice applies to Sunflower Academy.
OUR PRIVACY COMMITMENT TO YOU IS SIMPLE:
We are not in business to sell your personal information.
We built our company and technology to help support your success in an environment where we win together. So, we only use your personal information for the defined, appropriate purpose of delivering our Services in a manner that meets – and hopefully exceeds – your expectations.
We adhere to the highest legal standards where we operate, and have committed to continuously improve what we do as privacy laws and regulations change.
We work with ISO (International Organization for Standardization), American, Canadian, European, and other borderless best practices guidance to make sure that your privacy rights aren’t lost in the shuffle of competing interests.
We care about your privacy and want to hear from you if you have questions, comments, or concerns. Contact us at firstname.lastname@example.org.
SunVia Corp supports the principles and values of Privacy by Design. Privacy by Design provides guidance regarding the protection of consumer privacy. For more information about Privacy by Design, please visit:
1. What types of information we collect.
To provide you with the Services, we collect information relating to an identified or identifiable natural person (“Personal Information”). For us Personal Information is information that either directly identifies you (like your name, email address, billing information, or your image or voice) or that can be reasonably linked or combined to identify you (like an account identification number or Internet protocol (“IP”) address).
Information you provide to us
When you visit our Website to sign up for alerts, webinars, newsletters, Services or other communications from us, or when you contact us about a technical support question or a question about the Services, you may provide us with Personal Information such as your name, email address, phone number, and when necessary payment information, including billing address and type of payment method used to complete a transaction.
We also collect the information that you include in your communication to us, including information when you call us by telephone, which may comprise any message you leave us, length of the call, call recordings, and your phone number.
Information we collect when you use the Services
When you visit, download, and/or use any of our Services, we may collect aggregated usage Personal Information, such as your browsing and “click-stream” activity on the Services, session heatmaps and scrolls, non-identifying Personal Information regarding your device, operating system, internet browser, screen resolution, language and keyboard settings, internet service provider, referring/exit pages, and date/time stamps.
We may also collect information submitted when you participate in surveys, questionnaires, polls, virtual classrooms, conference calls, and webinars conducted by, through, or on the Website or in response to an email from us, including questions and answers provided during your participation in the Sunflower Academy.
When you participate in a live Session via video conference or other interactive platform that includes audio and video interactions, we are collecting data concerning the nature and type of your responses, inter-personal dynamics and communications, behavioral responses, facial expressions, and voice throughout the session and for all persons in the Session. We do not re-broadcast or share this information captured during the recording of the Session. We use this information for its own analytics in improving and providing the Services.
Information we collect from other sources
We receive, collect, and store any information associated with your visiting the Website and requesting information from us, or provided to us through your participation in the Services, whether booked through the Website or otherwise. In addition, we collect the Internet protocol (IP) address used to connect your computer to the Internet; login; e-mail address; password; computer and connection information and any purchase history. We may use software tools to measure and collect session information, including page response times, length of visits to certain pages, page interaction information, and methods used to browse away from the page.
2. How we collect information from you.
If you fill out a contact or registration form, we collect that information you give us when you sign up for alerts or other communications from us. If you purchase or otherwise acquire an item or service through the Website, we collect the information necessary to send the requested product or service, including name, email and billing and shipping address. If you register on the Website to access a service or purchase a product, we collect information from you when you create that profile. If you call us via telephone, we collect information about the call, including its content, the telephone number from which you are calling, and length of call. We may also use email open-receipt, read-receipt, and general email tracking and receipt tools in our written communications with you.
We also collect information automatically when you visit the Website. This collection process allows us to better understand the Visitors and Registered Users who are at our Website, where they come from, and what type of content on the Website is of interest to them. Some of this information may be collected using cookies and similar tracking technologies (“Cookies”). For more information about how you can control Cookies, please see Section 6 below.
As noted above in Section 1, we may record Sunflower Academy Sessions and collect information captured during the recording, including information shared on the collaboration tools used during the Session and communications, facial expressions, and audio of all interactions among the participants. We do not re-broadcast or share the information captured through the recording of the Session, except to the extent that we may de-identify the information captured through recorded Sessions for the purpose of providing other Sunflower Academy participants with insights and feedback.
3. What we do with the information that we collect and why we collect it.
We collect personal and non-personal information for these purposes:
To create an account for you to help us provide a more customized personalized service that matches up with your preferences.
To operate the Website and provide the Services.
To deliver or communicate to you any information that you may request.
To provide assistance and customer support.
To obtain and analyze your feedback when you provide it through a survey, a questionnaire, or a poll, or in a comments section on the Website.
To analyze the behavior of any Visitor or Registered User.
To handle any disputes that we may have with you.
To contact you with general or personalized service-related notices and promotional messages.
To create aggregated statistical data and other aggregated and/or inferred or De-Identified Information or non-personal information, which we may use to provide and improve our Services, and provide feedback and improved Services to participants in Sunflower Academy.
To analyze in aggregated format data as captured through the recording of Sessions including behavioral responses, facial expressions, audio, and communications among all participants in a live session.
To apply information learned through review of the aggregated data to build, improve, and provide the Services.
To evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by us is among the assets transferred.
To fulfill any other business or commercial purposes at your direction or with your notice and/or consent.
To comply with any applicable laws and regulations and to detect, prevent, and monitor any illegal or undesirable activities on the Website.
The legal basis we have to collect the information described in the above sections can depend on the Personal Information involved and the context of collecting it. The legal basis for collecting information from you may include these situations: where we have your consent; when we must perform a contract or other legal obligation with you; where we have a legitimate interest concerning our business in providing the Services that is not superseded by your rights; or where we have a legal duty or obligation to collect Personal Information from you.
The legitimate interest and purpose for which we collect, store, and share information is normally part of our legitimate commercial interest in operating this Website and providing Services either on, by, or through the Website or through our providing Services to you outside the Website.
If you have questions about or need more information about the legal basis for which we collect and use Personal Information, please contact us in any of the ways described in Section 9 below.
4. How we store and share your information.
All information we collect, including Personal Information, is stored on our servers located within the United States of America. If you access the Services from outside of the United States, information that we collect about you will be transferred to servers inside the United States and maintained indefinitely, which may involve the transfer of information out of your country of origin. By submitting any information, allowing us to collect information about you, and/or otherwise using our Services, you consent to such handling of your data. To the extent that any data is held on third-party servers, such as servers associated with our Website hosting company, any information that is submitted or stored on our service providers’ secure servers is accessed and used subject to our security policies and standards, or those agreed with our service providers. Any third-party service providers we may engage that process personal data on our behalf (for the purposes listed above) are also contractually obligated to respect the sensitivity and confidentiality of Personal Information.
5. How we will contact you.
6. What are cookies and how we use them and other tracking tools.
How you can control how cookies are used.
Google: If you are a Google Chrome user, from Settings (found on clicking the three dots next to your profile picture), select Privacy and Security, where you have the option to block third-party cookies.
MicrosoftEdge: For the Edge Browser, you need to go to Settings and then to the section for Privacy and Security. Here you will see an option that leads to other options to block third-party cookies.
Firefox: If you are a Firefox user, choose Preferences, then Privacy & Security. “Standard” will be automatically selected, but you may choose “strict” or “custom” to modify that setting.
Safari: If your browser is Safari, go to Preferences and find the option “Privacy.” There you will find an option to “Block cookies.”
Impact of opting out on your user experience on the Website
Please note that if you modify or block how your browser interacts with cookies you may not have access to certain features on the Website, including your registered user profile or other personalized content based on previous visits or uses of the Website. Removing all cookies from your computer could affect your subsequent visit to not only this Website but other websites, such as requiring you to log in again and provide information to access Services through the Website.
Notice for Users from the European Union and United Kingdom
If you are from the European Union (“EU”) or the United Kingdom (“UK”), you have rights, with some exceptions and restrictions, to:
A. object to our processing of your personal data. You can object at any time and we will stop processing the information to which you have objected, unless we can show compelling legitimate grounds to continue the processing;
B. access your personal data. If you make this kind of request and we have your personal data in our possession, we are required to provide you with information on it, including a description and copy of the personal data and why we are processing it;
C. request erasure of your personal data in certain circumstances;
D. request correction or updating of any inaccurate personal data that we hold about you;
E. request the restriction of our processing of your personal data in some situations. If you make the request, we can continue to store your personal data but are restricted from processing it while the restriction is in place;
G. object to our use of your personal data for direct marketing;
H. request portability of your personal data that we hold, in certain circumstances; and
I. complain to your local data protection authority about our collection or use of your personal data. For example, in the UK, the local data protection authority is the UK Information Commissioner’s Office.
If you exercise the rights above and there is any question about who you are, we may require you to provide information from which we can satisfy ourselves as to your identity.
If you are from the EU and would like to exercise any of these rights in relation to any information about you in our possession via the Website or App, please contact us using the “Contact Information” provided below. We will consider and respond to your request in accordance with the relevant law.
The Website is not intended for minors under the age of 18. SunVia does not wish to obtain any information from or about such minors through the Website or Services without the consent of a parent or guardian. If you are under 18 years old, do not use the Website or Services. We do not knowingly gather personal information (as defined by the U.S. Children’s Privacy Protection Act, or “COPPA”) in a manner not permitted by COPPA. If you are a parent or guardian and you believe we have collected information from your child in a manner not permitted by law, contact us using the Contact Information provided below. We will remove the data to the extent required by applicable laws.
California Residents. We do not knowingly “sell” as that term is defined under the California Consumer Privacy Act (“CCPA”), the personal information of minors under 16 years old who are California residents. If you are a California resident under 18 years old, you can ask us to remove any content or information you have posted on the Website or App. To make a request, email us at the email address set out in the “Contact Information” section with “California Under 18 Content Removal Request” in the subject line, and tell us what you want removed. We will make reasonable good faith efforts to remove the post from prospective public view, although we cannot ensure the complete or comprehensive removal of the content and may retain the content as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.
8. Transfers of personal data outside the EEA
If you are accessing the Website from the European Economic Area (“EEA”), in connection with our Services, we may transfer your personal data outside the EEA to members of our group and processors in the U.S. and on occasion other jurisdictions. Some of our systems and the systems of our third-party providers may be hosted in the U.S. We will ensure that any transfer we make is lawful and that there are appropriate security arrangements to protect your personal data.
Moreover, where we need to transfer your information outside of the EEA, we will only do so to countries that have been determined by the European Commission to have an adequate level of data protection or by using a variety of legal mechanisms, including the US Privacy Shield and Standard Contractual Clauses, to help ensure your rights and protections.
If you would like more information on any of the data transfer mechanisms on which we rely please contact us by using the contact details provided below in the “Contact Information” section.
9. How you can change your mind and withdraw your consent
When you decide you no longer want to receive alerts, updates, or communications of any kind from us, you can unsubscribe by choosing the “unsubscribe” button on the communication.
If you do not want us to process your data anymore, please contact us at email@example.com or send us mail to: SunVia Corp., 501 Congress Avenue, Suite 150, Austin, Texas 78701.
10. We reserve the right to update this policy
We reserve the right to modify this Policy at any time, so please review it frequently. Changes and clarifications will take effect immediately upon their posting on the Website. You can see the date of the last change at the top of this notice. If we are legally required to obtain your consent to material changes, we will do so and contact you using the information that you have provided to us.
11. Questions and your contact information
If you would like to access, correct, amend, or delete any personal information we have about you, you are invited to contact us at firstname.lastname@example.org or send us a note by U.S. mail at SunVia Corp., 501 Congress Avenue, Suite 150, Austin, Texas 78701.
PRIVACY NOTICE FOR CALIFORNIA RESIDENTS
This Privacy Notice for California Residents (“CCPA Notice”) supplements the information contained in this Policy and included above and applies solely to visitors, users, and others who reside in the State of California (“consumers” or “you”). We adopt this CCPA Notice to comply with the California Consumer Privacy Act of 2018 (“CCPA”) and any terms defined in the CCPA have the same meaning when used in this Notice.
1. Information We Collect
We collect information that identifies, relates to, describes, references, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer, household, or device (“Personal Information”). Personal Information does not include:
Publicly available information from government records.
De-identified or aggregated consumer information.
Information excluded from the CCPA’s scope, such as health or medical information covered by HIPAA and the California Confidentiality of Medical Information Act (“CMIA”) or clinical trial data.
Given our history, the Website has no preceding twelve (12) month historical data on information collected from California residents. Nevertheless, the Website may collect the following categories of personal information from consumers:
A real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, Social Security number, driver’s license number, passport number, or other similar identifiers.
B. Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)).
A name, signature, Social Security number, physical characteristics or description, address, telephone number, passport number, driver’s license or state identification card number, education, employment, employment history, medical information, or health insurance information. Some personal information included in this category may overlap with other categories.
C. Protected classification characteristics under California or federal law.
Age (40 years or older), race, color, ancestry, national origin, citizenship, marital status, medical condition, physical or mental disability, sex (including gender, gender identity, gender expression, pregnancy or childbirth and related medical conditions), sexual orientation, veteran or military status, genetic information (including familial genetic information).
D. Commercial information.
Records of personal property, products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies.
E. Biometric information.
Genetic, physiological, behavioral, and biological characteristics, or activity patterns used to extract a template or other identifier or identifying information, such as, fingerprints, faceprints, and voiceprints, iris or retina scans, keystroke, gait, or other physical patterns, and sleep, health, or exercise data.
F. Internet or other similar network activity.
Browsing history, search history, information on a consumer’s interaction with a website or advertisement.
G. Geolocation data.
Physical location or movements.
H. Sensory data.
Audio, electronic, visual, thermal, olfactory, or similar information.
I. Professional or employment-related information.
Current or past job history or performance evaluations.
J. Non-public education information (per the Family Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99)).
Education records related to a student maintained by an educational institution or party acting on its behalf, such as grades, transcripts, class lists, student schedules, student identification codes, student financial information, or student disciplinary records.
K. Inferences drawn from other personal information.
Profile reflecting a person’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes.
We obtain the categories of personal information listed above from the following categories of sources:
Directly from you. For example, from forms you complete and send to us, or products and services you purchase or otherwise obtain through the Website.
Indirectly from you. For example, from third parties and from observing your actions on our Website.
For more on the information we collect, including the sources we receive information from, review the previous paragraphs above in this Information We Collect section.
SunVia does not sell your information for advertising purposes. Please review the What we do with the information that we collect and why we collect it section above.
We use and partner with different types of entities to assist with our daily operations and manage our Website and/or Services. Where we refer to or mention these other entities, we recommend that you review those companies’ privacy policies, which control their services provided to us, to ensure you agree with those policies.
2. Use of Personal Information
We collect and use personal information for business and commercial purposes in accordance with practices described in this Policy and this Notice, including one or more of the following business purposes:
To fulfill or meet the reason you provided the information. For example, if you share your name and contact information to create an account or ask a question about our products or services, we will use that personal information to verify who you are and respond to your inquiry. We may also save your information to manage the account or profile set up when you sign up as a registered user.
To provide, support, personalize, and develop our Website and Services.
To create, maintain, customize, and secure your account with us.
To process your requests, purchases, transactions, and payments and to prevent transactional fraud.
To provide you with support and to respond to your inquiries, including to investigate and address your concerns and monitor and improve our responses.
To help maintain the safety, security, and integrity of our Website, products and services, databases and other technology assets, and business.
To help prevent and address fraud, breach of policies or terms, and threats or harm.
Sending you technical notices, updates, security alerts, information regarding changes to our policies, and support and administrative messages.
For testing, research, analysis, and product development, including to develop and improve our Website, products, and services.
To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.
As described to you when collecting your personal information or as otherwise set forth in the CCPA.
To evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by us is among the assets transferred.
To fulfill any other business or commercial purposes at your direction or with your notice and/or consent.
3. Your Rights and Choices
The CCPA provides consumers (California residents) with specific rights regarding their personal information. This section describes your CCPA rights and explains how to exercise those rights. Please note that if we do not possess data that can be associated with you (i.e. only aggregated data), we may not be able to respond to your request beyond a statement that confirms our inability to satisfy a request due to the fact that we do not possess any such data.
3.1. Right to Know
You have the right to request that we disclose certain information to you about our collection and use of your personal information in the preceding 12 months. Once we receive and confirm your verifiable consumer request, we will disclose to you, based upon your request:
The categories of personal information we collected about you.
The categories of sources for the personal information we collected about you.
Our business or commercial purpose for collecting that personal information.
The categories of third parties with whom we share that personal information.
The specific pieces of personal information we collected about you (also called a data portability request).
If we sold or disclosed your personal information for a business purpose, two separate lists disclosing:
sales, identifying the personal information categories that each category of recipient purchased; and
disclosures for a business purpose, identifying the personal information categories that each category of recipient obtained.
3.2. Right to Delete
You have the right to request that we delete any of your personal information that we collected from you and retained, subject to certain exceptions. Once we receive and confirm your verifiable consumer request, we will delete (and direct our service providers to delete) your personal information from our records, unless an exception applies. We may deny your deletion request if retaining the information is necessary for us or our service provider(s) to:
Complete the transaction for which we collected the personal information, provide goods or services that you requested or that was requested on your behalf, take actions reasonably anticipated within the context of our ongoing business relationship with you, fulfill the terms of a written warranty, or otherwise perform our contract with you.
Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.
Debug products to identify and repair errors that impair existing intended functionality.
Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.
Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 et. seq.).
Enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us.
Comply with a legal obligation.
Make other internal and lawful uses of that information that are compatible with the context in which you provided it.
3.3. Exercising Your Right to Know and Right to Delete
To exercise the access, data portability, and deletion rights described above, please submit a verifiable consumer request to us by either:
Only you, or someone legally authorized to act on your behalf, may make a verifiable consumer request related to your personal information. You may also make a verifiable consumer request on behalf of your minor child. The verifiable consumer request must provide enough information that allows us to reasonably verify you are the person about whom we collected personal information or an authorized representative, which may include:
First and last name, email address, date of birth and username (as applicable).
Description of your request with enough details that allow us to properly understand, evaluate, and respond.
We cannot substantively respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you, except where the CCPA does not require a verifiable request for a response. We will only use personal information provided in a verifiable consumer request to verify the requestor’s identity or authority to make the request.
You may only make a consumer request for access or data portability twice within a 12-month period.
We endeavor to respond to a consumer request within forty-five (45) days of its receipt. If we require more time (up to 90 days), we will inform you of the reason and extension period in writing to the email address that you provide to us. We cannot be responsible for a failure to respond if you do not update your email address where we may reach you.
Any disclosures we provide will only cover the 12-month period preceding the consumer request’s receipt. The response we provide will also explain the reasons we cannot comply with a request, if applicable.
4. Right to Opt-Out and Opt-In
SunVia does not sell personal information for advertising purposes. Nevertheless, you have the right to direct us to not sell your personal information at any time (the “right to opt-out”). Consumers who opt-in to personal information sales may opt-out of future interactions at any time.
We will not discriminate against you for exercising any of your CCPA rights. Unless permitted by the CCPA, we will not:
Deny you goods or services
Charge you different prices or rates for goods or services, including through granting discounts or other benefits, or imposing penalties
Provide you a different level or quality of goods or services
Suggest that you may receive a different price or rate for goods or services or a different level or quality of goods or services
6. Other California Privacy Rights
California’s “Shine the Light” law (Civil Code Section § 1798.83) permits users of our Website and App that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. In particular, such persons who are residents of California may request:
a list of the categories of personal information disclosed by us to third parties during the immediately preceding calendar year for those third parties’ own direct marketing purposes; and
a list of the categories of third parties to whom we disclosed such information.
To make such a request, please send an email to email@example.com or write to us at: SunVia Corp., ATTN: Privacy, 501 Congress Ave., Suite 150, Austin, Texas 78701.
We may require additional information from you to allow us to verify your identity. Please note that we are only required to respond to requests once during any calendar year.
7. Updates to this CCPA Notice
We reserve the right to make updates and revisions to this CCPA Notice at our discretion and at any time. When we make changes to this CCPA Notice, we will post the updated notice on the Website and update the effective date. Unless otherwise indicated, any changes will be effective as of the “Updated” date. Your continued use of the Website following the posting of changes constitutes your acceptance of such changes.
If you have any questions or comments about this Policy or the CCPA Notice, the ways in which SunVia collects and uses your information described here, your choices and rights regarding such use, or you wish to exercise your rights under California law, please contact us by: