Terms of Service

Updated September 14, 2020

Thanks for using Avala! These terms of service govern your access to and use of Avala websites and services, so please read everything carefully. This page explains the terms by which you may use our website, avala.ai and any of our other mobile or web services or applications that we make generally available to our customers (collectively with the Avala Site, “Avala”), and that you have read, understood, and agree to be bound by these Terms of Service and the associated Privacy Policy (collectively the “Terms” or the “Agreement”).

Terms

These Terms of Service are a contract between you and Avala AI, Inc., a Delaware corporation. Avala operates avala.ai (“Avala Site”). By accessing this web site, you are agreeing to be bound by these Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using are accessing this site. The materials contained in this web site are protected by applicable copyright and trademark law.

Use License

Avala hereby grants you a non-exclusive, non-transferable, worldwide right to access and use Avala, solely with supported browsers through the Internet for your own internal purposes, subject to the Terms of Service. You may not permit Avala to be used by or for the benefit of unauthorized third parties. Nothing in the Terms of Service shall be construed to grant you any right to transfer or assign rights to access or use Avala. All rights not expressly granted to you are reserved by Avala and its licensors. You shall not (i) modify or make derivative works based upon Avala; (ii) reverse engineer or access Avala in order to (a) build a competitive product or service, (b) build a product using similar features, functions, or graphics of Avala, or (c) copy any features, functions, or graphics of Avala. You further acknowledge and agree that, as between the parties, Avala owns all right, title, and interest in and to Avala, including all intellectual property rights therein.

Disclaimer

The materials on Avala’s web site are provided “as is”. Avala makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Avala does not warrant or make any representations concerning the accuracy, likely results, or reliability of the user of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.

Limitations

In no event shall Avala or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Avala AI’ Internet site, even if Avala or a Avala authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

Revisions and Errata

The materials that appear on Avala AI’s website could include technical, typographical, or photographic errors. Avala does not warrant that any of the materials on its website are accurate, complete, or current. Avala may make changes to the materials contained on its website at any time without notice. Avala does not, however, make any commitment to update the materials.

Indemnity

You agree to defend, hold harmless and indemnify Avala from and against any and all losses, costs, expenses, damages or other liabilities incurred by Avala arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third party against Avala AI: (a) in connection with your use of Avala including any payment obligations incurred through use of Avala; or (b) resulting from: (i) your use of Avala; (ii) your decision to supply profile or payment information via Avala; (iii) any breach of contract or other claims made by Avala with which you conducted business through Avala; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member with which you conducted business through Avala; (viii) any act or omission of yours with respect to the payment of fees to any Avala; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Avala. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

Terms of Use Modifications

Avala may revise these Terms and Conditions of Use at any time without notice; provided that, if we make any material changes to these Terms and Conditions of Use, we will use commercially reasonable efforts to notify you. By continuing to use Avala, you are agreeing to be bound by the then current version of these Terms and Conditions of Use.

Governing Law

Any claim relating to Avala AI’ web site shall be governed by the laws of the State of California without regard to its conflict of law provisions.

API Terms

Any use of the API (Application Program Interface), including use of the API through a third-party product that accesses Avala, is bound by these Terms of Service plus the following specific terms:

  • You expressly understand and agree that Avala shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Avala has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.
  • Abuse or excessively frequent requests to Avala via the API may result in the temporary or permanent suspension of your account’s access to the API. Avala, in its sole discretion, will determine abuse or excessive usage of the API. Avala will make a reasonable attempt via email to warn the account owner prior to suspension.
  • Avala reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.

Fraudulent Activity

Use of Avala, including but not limited to any applications that use Avala or APIs, prohibits using Avala for fraudulent account creation or other malicious purposes, including but not limited to creating and distributing spam emails, spam tweets, or other “spammy” electronic communication. Avala reserves the right to filter and or block such activity, and if necessary, to remove any account that has engaged in these and similarly malicious activities. Individuals wishing to work within Avala are authorized to create one account on Avala.

Work Product and Customer Materials

Work produced by Avala Staff on behalf of clients is carried out as work-for-hire on behalf of these clients and ownership over the work product remains with the client. Unless requested otherwise, you, as a customer, grant Avala an unlimited license to use the work product for internal worker training and education, internal product evaluation, testing and any other purposes. You may provide to Avala pursuant to this Agreement certain proprietary materials and information (as you determine in your discretion) for use in connection with the development of the work product (collectively, “Customer Materials”). Subject to the terms hereof, you hereby grants to Avala AI: (a) a royalty-free, fully paid-up, worldwide, non-transferable (except as set forth below), nonexclusive license during the term to use the Customer Materials in order to provide Avala and provide the work product; and (b) a royalty-free, fully paid-up, worldwide, non-transferable (except as set forth below), perpetual, irrevocable, nonexclusive license to use the Customer Materials in order to operate, analyze, and improve Avala, including the creation of anonymized and/or aggregated data derived from such Customer Materials. If Avala shares or publicly discloses information (e.g., in marketing materials or in application development) that is derived from Customer Materials, such data will be aggregated or anonymized to reasonably avoid identification of you. By way of example and without limitation, Avala may: (a) track the number of users and uses of Avala on an anonymized aggregate basis as part of Avala’s marketing efforts to publicize the total usage of Avala; (b) analyze usage patterns for product development efforts; and © use anonymized and/or aggregated data derived from Customer Materials to develop further analytic frameworks and application tools. you further agree that Avala will have the right, both during and after the term, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized and/or aggregated data. Customer expressly retains all right, title and interest in and to the Customer Materials, including all intellectual property rights therein.

Publicity

By using Avala or any portion thereof, including but not limited to our services, you hereby grant us a fully paid-up, royalty-free, nonexclusive, worldwide right and license to use your trademarks, logos, and trade names for the sole purpose of referring to you as a customer and/or user of Avala on the Avala Site and our other marketing and promotional materials, or as otherwise mutually agreed between you and Avala.