Acceptance of Terms

The services that Adventis CG Training LLC (“Adventis”) provides to you are subject to the following Terms of Use (“TOU”). Adventis reserves the right to update the TOU at any time without notice to you. The most current version of the TOU can be reviewed by clicking on the “Terms of Use” link located on our web site. Access to the Resources, as defined below, requires that you accept the TOU.

Description of Products and Services

In order to administer the Financial Modeling Certification (FMC®) Program, Adventis provides you with access to a variety of resources, including training and course materials, instructions, spreadsheet templates, financial models, Adventis’ Financial Modeling Macros (the “Macros”), and exams (collectively “Resources”). The Resources, including any updates, enhancements, new features, and/or the addition of any new products or services, are subject to the TOU.

Personal and Non-Commercial Use Limitation

All Resources are the property of Adventis, its suppliers or its licensors. Unless otherwise specified, the Resources are for your personal and non-commercial use only. You may not modify, copy, distribute, transmit, display, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained or derived from the Resources.

Privacy and Protection of Personal Information

See the Privacy Policy for disclosures relating to the collection and use of your information.

Documents Notice

Permission to use documents and computer files (such as information packets, spreadsheets, Macros, instructions, training and course materials, exams) as part of or from the Resources (“Documents”) is granted, provided that (1) the below Copyright Notice appears in or on all copies, (2) use of the Documents is for informational and non-commercial personal use only and will not be copied or posted on any network computer or broadcast in any media or otherwise distributed, and (3) no modifications of any Documents are made. Distribution requires express written permission by Adventis. Notwithstanding the prior two sentences, the training course user is expected and has permission to utilize certain Documents to develop financial models in accordance with the training program requirements. Use for any other purpose is expressly prohibited by law, and may result in civil and criminal penalties.

The Documents do not include the design or layout of the Adventis web site or any other Adventis owned, operated, licensed or controlled site. “Adventis” and other elements of Adventis web sites are protected by trademark and other laws and may not be copied or imitated in whole or in part. No logo, graphic, or image from any Adventis web site may be copied or retransmitted unless expressly permitted in writing by Adventis.

ADVENTIS MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED AS PART OF THE RESOURCES FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ADVENTIS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL ADVENTIS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR BASED ON ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THE RESOURCES.

Documents shall contain the following Copyright Notice:

“This Document is subject to the Adventis Terms of Use (“TOU”) appearing on its web site. The TOU include, but are not limited to, restrictions on use of Documents, a disclaimer of all warranties and conditions of merchantability, and limitations of liability.”

Notices Regarding Documents and Resources

IN NO EVENT SHALL ADVENTIS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR BASED ON ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE RESOURCES, OR INFORMATION AVAILABLE FROM THE RESOURCES.

Member Account, Password, and Security

If any of the Resources requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also may be requested to choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Adventis immediately of any unauthorized use of your account or any other breach of security. Adventis will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge, and you could be held liable for losses incurred by Adventis or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.

No Unlawful or Prohibited Use

As a condition of your use of the Resources, you will not use the Resources for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Resources in any manner that could damage, disable, overburden, or impair any Adventis server, or the network(s) connected to any Adventis server, or interfere with any other party’s use and enjoyment of any Resources. You may not attempt to gain unauthorized access to any Resources, other accounts, computer systems or networks connected to any Adventis server or to any of the Resources, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Resources.

Adventis reserves the right to monitor your use of the Resources to ensure compliance with these TOU and prevent fraudulent or otherwise unauthorized use. You acknowledge that such monitoring of use may include determining whether or not the Resources are accessed under the account from multiple IP addresses, as well as noting excessive downloads or a disproportionate number of users. Systematic access or extraction of content from the Resources, including, but not limited to, the use of “bots” or “spiders,” is prohibited. If such monitoring indicates you are not in compliance with these TOU or if fraudulent activity is suspected, Adventis reserves the right to take such action as it deems necessary, including, but not limited to, assessing additional charges for users or suspension or termination of the account.

User Cancellation Following Payment

Once you sign up for or enroll in, and pay for, a course or class and receive or are provided access to materials and information for that course or class, and thereafter notify us of your cancellation, you will not be entitled to a refund. However, you will receive credit for the amount paid which is applicable to another course or class Adventis provides, if you exercise and utilize the credit within two (2) years following your cancellation. If you enrolled in our FMC® Program as an undergraduate student, you must still be an undergraduate student when you attend the course or class. In the event Adventis cancels a course, class or seminar, which it reserves the right to do in its sole discretion, you will be entitled to a refund of the amount paid. These cancellation terms may be modified only by express written agreement.

Certifications; Resumes

Upon successful completion of the requisite courses or classes and passing required examinations or tests, you will be entitled to receive an Adventis Certification for the appropriate level of achievement. Adventis offers unique Certifications for different levels of achievement. While Adventis believes its Certifications will be viewed positively by relevant employers, and will enhance your ability to gain employment or otherwise assist you in advancing your career, Adventis cannot assure you that will be the case; therefore, Adventis makes no warranties or representations concerning the value of its Certifications to you, including but not limited to your ability to gain employment or otherwise advance your career, and thereby disclaims such warranties and representations.

Adventis anticipates that you will reflect your participation in the Adventis program and achievement and award of Certification on your resume; however, Adventis will provide guidelines to you as to how your participation and Certification are described, which you agree to observe and follow. You represent and warrant that your resume and all information you provide therein will be accurate and complete, and not misleading; Adventis does not independently verify resume information.

If you are an undergraduate student, you hereby give express permission for Adventis to provide a copy of your resume to prospective employers as Adventis deems appropriate.

Use of Resources

The Resources may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photos, and/or other message or communication facilities designed to enable you to communicate with others (“Communication Services”). You agree to use the Communication Services only to post, send and receive messages and materials that are appropriate and proper, and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using the Communication Services, you will not:

• Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.

• Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.

• Use any material or information which is made available through the Resources in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.

• Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage or interfere with the operation of another person’s computer or property.

• Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.

• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.

• Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

• Restrict or inhibit any other user from using and enjoying the Communication Services.

• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

• Collect information about others, including e-mail addresses.

• Violate any applicable laws or regulations.

• Create a false identity for the purpose of misleading others.

• Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Resources or other user or usage information or any portion thereof.

Adventis has no obligation to monitor the Communication Services. However, Adventis reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. Adventis reserves the right to terminate your access to any or all of the Communication Services at any time.

Adventis reserves the right to disclose any information it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Adventis’ sole discretion.

Adventis does not control or endorse the content, messages or information found in any Communication Services and Adventis disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Services.

Materials Provided to Adventis or Posted on Adventis’ Web Site

Adventis does not claim ownership of the materials you provide to Adventis (including feedback and suggestions) or post, upload, input or submit for review by the general public, or by the members of any public or private community (“Submission”). However, by posting, uploading, inputting, providing or submitting (“Posting”) your Submission you are granting Adventis permission to use your Submission, without compensation, in connection with the operation of its business (including all Adventis services), including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; to publish your name in connection with your Submission; and the right to sublicense such rights to any supplier of the Resources. Adventis is under no obligation to post or use any Submission you may provide and Adventis may remove any Submission at any time in its sole discretion.

By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in these TOU including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

In addition to the warranty and representation set forth above, by Posting a Submission that contains images, photographs, pictures or that are otherwise graphical in whole or in part (“Images”), you warrant and represent that (a) you are the copyright owner of such Images, or that the copyright owner of such Images has granted you permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of your use and as otherwise permitted by these TOU and the Resources, (b) you have the rights necessary to grant the licenses and sublicenses described in these TOU, and (c) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in these TOU, including, by way of example, the distribution, public display and reproduction of such Images. By posting Images, you are granting to all persons who have access to the Images, without compensation, permission to use your Images in connection with the use, as permitted by these TOU, of any of the Resources, and including a non-exclusive, world-wide, royalty-free license to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Images without having your name attached to such Images, and the right to sublicense such rights to any supplier of the Resources. The licenses granted in the preceding sentences for Images will terminate at the time you completely remove such Images from the Resources, provided that, such termination shall not affect any licenses granted in connection with such Images prior to the time you completely remove such Images.

Notices and Procedure for Making Claims of Copyright Infringement

Adventis attempts to obey all applicable copyright laws. Any claim of copyright violation should be reported to Adventis; and we will review all such claims, and will remove content from its web site and other materials that we conclude has been posted or distributed in violation of copyright laws. If you believe that any content Adventis hosts on its web site violates your rights under copyright laws, you should submit notice of such violation in compliance with the Digital Millennium Copyright Act (DMCA) to the following:

David Lewicki

Adventis CG Training LLC

Telephone: (312) 800-1321

Email: info@adventiscg.com

The notice must contain the following information:

(1) A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;

(4) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

(5) A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;  and

(6) A statement that the information in the notification is accurate and made under penalty of perjury, and that you are the owner, or authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

Links to Third Party Sites

Links to other sites will let you leave Adventis’ site. The linked sites are not under the control of Adventis and Adventis is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Adventis is not responsible for webcasting or any other form of transmission received from any linked site. Adventis is providing these links only as a convenience, and the inclusion of any link does not imply endorsement by Adventis of the site.

Unsolicited Idea Submission Policy

Neither Adventis nor any of its employees will accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products, services or technologies, processes, materials, document or presentation formats, marketing plans or new product names. Please do not send any original creative artwork, samples, demos, or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Adventis’ products or marketing strategies might seem similar to ideas submitted to Adventis. If, despite this admonition, you still send us your ideas and materials, please understand that Adventis is not under any obligation of confidentiality and makes no assurances that your ideas and materials will be treated as confidential or proprietary.

Termination

Adventis reserves the right at any time to modify, suspend or discontinue the site or any part of it.  Adventis will not be liable to any user or other third party for any such modification, suspension or discontinuance of the site or its services.  Adventis reserves the right to refuse service, terminate your user account, remove or edit content, or cancel orders at any time without notice, for any reason, including because of your violation of these TOU. The “Documents Notice,” “Notices Regarding Documents and Resources,” “Governing Law; Jurisdiction,” and “General” sections of these TOU (along with any other provision that by its terms contemplates survival) survive any termination.

Governing Law; Jurisdiction

These TOU and any dispute arising out of your use of the Adventis site are governed by and construed in accordance with the laws of the State of Illinois applicable to contracts made and performed wholly within that State. By using this site and service, you hereby irrevocably submit to the personal and exclusive jurisdiction of the federal and state courts located within the State of Illinois and County of Cook and waive any objection to that jurisdiction and venue on the ground of forum non conveniens or otherwise.

General

Nothing in these TOU may be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship or similar relationship of any kind between Adventis and any user or other person or entity, nor do these TOU extend rights to any third party. The failure of either party to assert any right under these TOU will not be considered a waiver of that party’s right, which will remain in full force and effect. You agree that (regardless of any statute to the contrary) any cause of action arising out your use of the Adventis site must be filed within one year after the cause of action arose or it will be forever barred. These TOU, including the Privacy Policy, constitute the entire agreement and supersede all other agreements (oral or written) between you and Adventis regarding your use of the site. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You may not assign your rights under these TOU without Adventis’ prior written consent, and any assignment in violation of this provision is null and void. Adventis may assign these TOU and transfer any of its rights or obligations at any time for any reason (including a transfer of any personal or other information you may have provided to us as part our transfer of assets associated with that information).