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Legal
Version: v2 · Last updated: August 6, 2026 · Effective date: May 17, 2026
IMPORTANT — READ CAREFULLY
These Terms of Service ("Terms") form a binding legal agreement between you (the customer, "you", "your", or "Customer") and Avenora LLC, a Pennsylvania limited liability company ("Avenora", "we", "us", or "our"), governing your access to and use of the Service.
SECTION 34 CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER. SECTION 35 SHORTENS THE STATUTE OF LIMITATIONS TO ONE YEAR. SECTION 25 CAPS OUR TOTAL LIABILITY AT $1,000. PLEASE READ THESE SECTIONS CAREFULLY. If you do not agree to any provision of these Terms, do not access or use the Service.
You accept these Terms by (a) clicking "I agree," (b) signing an order form, statement of work, or other document referencing these Terms, (c) creating an Avenora account, (d) making any payment for the Service, or (e) accessing or using any portion of the Service. The individual accepting these Terms represents and warrants that they have full legal authority to bind the Customer.
These Terms, together with our Privacy Policy at avenora.ai/privacy, our Acceptable Use Policy (incorporated below as Section 7), any order form or statement of work, any product-specific terms (e.g., Coach Add-On Terms), and any other document expressly incorporated by reference, constitute the "Agreement."
For purposes of this Agreement, the following terms have the meanings set forth below:
You represent and warrant that: (a) you are at least 18 years of age and able to form a legally binding contract; (b) you are an authorized representative of a legally established business entity organized and existing under the laws of the United States; (c) you and your business are not located in, established under the laws of, or owned or controlled by individuals or entities in any country subject to comprehensive U.S. sanctions or any embargo administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC); and (d) you are not on any U.S. government list of prohibited or restricted parties.
You agree to: (i) provide accurate, current, and complete information during registration; (ii) maintain and promptly update such information; (iii) maintain the security and confidentiality of your account credentials; (iv) notify Avenora immediately of any unauthorized access to your account; and (v) accept full responsibility for all activities under your account, including activities of any employee, contractor, agent, or third party to whom you grant access.
The Service consists of:
The Service depends on Third-Party Services for telephony, AI inference, speech recognition, payment processing, hosting, and data storage. Avenora does not control these Third-Party Services and is not liable for their performance, availability, or pricing changes.
Subject to your compliance with this Agreement and timely payment of all fees, Avenora grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Service for your internal business operations as an HVAC contractor or HVAC-adjacent service provider.
You shall not, and shall not permit any third party to:
You represent, warrant, and continuously covenant that:
These representations and warranties are continuing throughout the Term. Breach of any representation, warranty, or covenant in this Section 6 is a material breach entitling Avenora to suspend or terminate the Service immediately under Section 21 or 22 and to seek indemnification under Section 26.
The following Acceptable Use Policy is incorporated into and forms part of this Agreement. Avenora may update the AUP from time to time by posting an updated version at avenora.ai/terms; the updated AUP becomes effective immediately upon posting.
You shall not, and shall not permit any user, agent, employee, contractor, or third party to use the Service to:
The following content and activities are absolutely prohibited:
If you become aware of any violation of this Section 8 by any user of your account, you must notify Avenora immediately at abuse@avenora.aiand cease such use immediately. We may immediately and without notice suspend or terminate any account engaged in prohibited activity under Section 21 or 22.
For all SMS and voice communications sent through the Service, you (the Customer) are the "sender," "message originator," "caller," "telemarketer," and/or "solicitor" under all applicable federal and state law, including TCPA, CAN-SPAM, the Telemarketing Sales Rule, FCC and FTC implementing regulations, state telemarketing statutes, and carrier policies. Avenora acts solely as the technology platform conveying your communications. You bear ultimate legal responsibility for compliance.
You will obtain and maintain prior express written consent (for marketing messages and autodialed calls to wireless numbers) or prior express oral consent (for permitted B2B exempt calls, recorded and retained) from each Caller and SMS recipient, in a form sufficient to satisfy TCPA, state-law analogues, and CTIA guidance. You will not use the Service to communicate with any recipient who has revoked consent in any reasonable manner.
You will ensure that your consent flow, written or verbal, includes the following CTIA-required elements: (a) identification of the business (Avenora's Customer), (b) the type of messages the recipient will receive, (c) message frequency disclosure ("Message frequency varies"), (d) cost disclosure ("Msg & data rates may apply"), (e) HELP keyword instructions, (f) STOP keyword instructions, and (g) a link to your privacy policy.
You will honor STOP, UNSUBSCRIBE, CANCEL, END, QUIT, and any other reasonable indication of opt-out within one (1) business day. You will maintain a perpetual opt-out list and will not re-contact any opted-out recipient absent fresh, affirmative, documented opt-in.
You will scrub all outbound calling and messaging lists against the federal DNC Registry, all applicable state DNC registries, the Reassigned Numbers Database where prudent, your internal DNC list, and any wireless-domain or known-litigator-suppression list a reasonable telemarketer would use.
You will not place calls or send messages outside 8:00 AM to 9:00 PM local recipient time, or such narrower windows as applicable state law requires. Avenora provides calling-hour enforcement tools; you remain responsible for ensuring correct local-time determination.
You will not spoof Caller ID. You authorize Avenora to display your registered Avenora telephone number as Caller ID. You acknowledge that under the TRACED Act and FCC STIR/SHAKEN regulations, carriers may attest, label, or block calls. Avenora does not warrant that any call will be delivered, attested at any particular level, or not labeled as "spam likely."
You will defend, indemnify, and hold harmless Avenora and its officers, directors, employees, agents, and Affiliates from and against any and all claims, demands, suits, proceedings, damages, fines, penalties, settlements, judgments, costs, and reasonable attorneys' fees arising out of or related to: (a) any communication sent or placed through the Service on your behalf or under your account, (b) any failure to obtain or maintain proper consent, (c) any failure to honor opt-out requests, (d) any DNC violation, (e) any TCPA, CAN-SPAM, Telemarketing Sales Rule, or state-telemarketing-law claim, (f) any carrier-policy claim, (g) any content violation, (h) any wiretap or eavesdropping claim arising from call recording in any jurisdiction, or (i) any claim by any Caller or SMS recipient regarding the substance, timing, frequency, or manner of communications. This indemnity survives termination of this Agreement indefinitely.
(a) Provisioning. Telephone numbers used to provide the Service are provisioned and held within Avenora's accounts with its telecommunications providers (including Twilio) and are dedicated to your business for the duration of the Service.
(b) Porting in. If you choose to keep your existing telephone number, you authorize Avenora and its telecommunications partners to port that number to Avenora's platform upon your execution of a Letter of Authorization (LOA). Porting timelines are controlled by carriers; Avenora does not guarantee port completion by any particular date.
(c) Carrier and messaging registration. You authorize Avenora, acting as your messaging agent, to submit your business information (including legal name, EIN where provided, address, website, and contact details) to carrier registration systems — including The Campaign Registry (TCR), Twilio Trust Hub, A2P 10DLC brand and campaign registration, and toll-free verification — as required for text messages to be delivered on your behalf under US carrier policies. You represent that all business information you provide for such registration is accurate and current, and you will promptly notify Avenora of changes.
(d) Done-for-you configuration. You authorize Avenora to configure the Service on your behalf during onboarding and support interactions (services, pricing, schedules, routing, and similar settings) based on the information you provide. Avenora will never ask for, and you agree not to share, passwords to your third-party accounts; third-party connections (such as Google Calendar) are made solely through the provider's own consent flow, authorized by you.
(e) Port-out. Your telephone number remains yours. Upon termination of the Service and payment of undisputed amounts due, Avenora will cooperate with a port-out request to your new provider within a commercially reasonable time.
The Service answers and places calls using an AI-generated, synthetic voice. The Federal Communications Commission has ruled that AI-generated voices are "artificial or prerecorded voice" for purposes of the TCPA. Accordingly, any outbound call placed through the Service using an AI voice requires the level of prior consent applicable law demands for artificial or prerecorded voice calls (including prior express written consent for any call containing marketing), and you are solely responsible for having and documenting a lawful basis for every outbound call placed on your behalf or at your direction.
The Service offers a configurable AI-disclosure preference that controls whether and how callers are told they are speaking with an AI assistant. A growing number of jurisdictions require disclosure that a caller is interacting with an automated or artificial-intelligence system, either proactively or upon request. You are solely responsible for configuring the AI-disclosure setting (and your greeting content) to comply with the law of every jurisdiction in which your callers are located; any decision to disable or limit AI disclosure is made at your own risk.Avenora may, in its reasonable discretion, enable or require disclosure (proactively or in response to a caller's question) where it believes disclosure is required by applicable law, and the AI will not deny being an automated system when asked. Claims arising from absent or inadequate AI disclosure are subject to your indemnification obligations under Section 26.
You authorize Avenora to play a recorded disclosure at the start of each inbound call (such as "This call may be recorded for quality and training"), and to record and store the call audio and transcripts.
You acknowledge that the following jurisdictions are two-party-consent (all-party-consent) states or have analogous wiretap statutes as of the Effective Date: California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon (in part), Pennsylvania, Vermont (in part), and Washington. Additional jurisdictions may apply. You are solely responsible for ensuring that the disclosure played by the Service satisfies the consent and notice requirements of every jurisdiction in which any Caller is located. If you require additional disclosure language, you must configure it in your Avenora account or notify Avenora at legal@avenora.ai.
You indemnify Avenora for any claim under any federal or state wiretap, eavesdropping, privacy, or recording law arising from any call recording made through the Service.
The Service relies on third-party providers including (without limitation) Twilio for telephony, OpenAI and Anthropic for AI inference, Deepgram for speech-to-text, Stripe for payment processing, Google for calendar integration, Supabase for database and authentication, Vercel and Railway for hosting.
You acknowledge and agree:
You may grant the Service permission to access and send data to or from third-party applications (e.g., Google Calendar, Jobber, HousecallPro, Stripe-connected accounts). When you authorize an integration, you authorize Avenora to access, send, receive, and process the data within the scope of the OAuth or API grant. Avenora is not responsible for the third party's handling of data once transmitted to it.
You are responsible for ensuring that you have the right to grant such access and for the security of your third-party account credentials. You may revoke Service access to any integration at any time through the dashboard or through the third-party application's permissions interface; revocation may disable the corresponding Service feature.
As between you and Avenora, you (or your Callers, as applicable) own all right, title, and interest in Customer Content. You hereby grant Avenora a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license to: (a) receive, host, store, transmit, process, transcribe, summarize, analyze, display, modify, and create derivative works of Customer Content for the purpose of providing, maintaining, supporting, debugging, securing, improving, and developing the Service; (b) use aggregated, anonymized, and de-identified Customer Content and Usage Data to develop, improve, and benchmark the Service and to provide industry insights and analytics; (c) disclose Customer Content as necessary to comply with law, court order, or governmental request; and (d) retain Customer Content as required by law or by our retention policy regardless of account closure.
Avenora will not use unaggregated, identifiable Customer Content to train publicly-available large language models for third parties without your prior written consent. Avenora may use unaggregated Customer Content to train, fine-tune, or evaluate Avenora's proprietary models used to serve your account and other Avenora customers, subject to our security and confidentiality obligations.
Avenora and its licensors retain all right, title, and interest in and to the Service, including all software, models, model weights, prompts, system designs, training methods, business logic, conversational flows, datasets, user interfaces, branding, trademarks, trade names, logos, trade secrets, and any improvements, enhancements, derivative works, and intellectual property of any kind. No rights are granted to you except as expressly set forth in this Agreement. Avenora reserves all rights not expressly granted.
If you provide any suggestion, idea, improvement, recommendation, or other feedback regarding the Service ("Feedback"), you hereby grant Avenora a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, modify, distribute, and exploit such Feedback for any purpose, without compensation, attribution, or obligation to you. You waive any moral rights in Feedback.
Each party agrees to: (a) protect the other party's Confidential Information with the same degree of care it uses to protect its own confidential information (and at least a reasonable standard); (b) not use the other party's Confidential Information except as necessary to perform under this Agreement; and (c) not disclose the other party's Confidential Information to any third party except to its personnel and contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Section 16.
Confidentiality obligations do not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known prior to disclosure; (iii) is independently developed without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, court order, or regulatory authority (in which case the receiving party will, where legally permitted, provide reasonable advance notice to the disclosing party).
Avenora's collection, use, and disclosure of personal information is governed by our Privacy Policy at avenora.ai/privacy, which is incorporated into this Agreement by reference. You represent that you have provided all notices and obtained all consents necessary for Avenora to lawfully process personal information on your behalf in connection with the Service, including from Callers, SMS recipients, and your employees.
Security & incidents. Avenora maintains commercially reasonable administrative, technical, and organizational measures designed to protect Customer Content, appropriate to the nature of the data and the size of our business. However, no method of transmission or storage is completely secure, and Avenora does not guarantee that Customer Content will be free from unauthorized access, loss, or alteration. In the event of a security incident affecting your personal information that triggers a legal notification obligation, Avenora will notify you without undue delay as required by applicable law and will reasonably cooperate with your own legal notification obligations. Except to the extent caused by Avenora's gross negligence or willful misconduct, Avenora is not liable for unauthorized access to or interception of Customer Content, and any such liability remains subject to Section 25.
HIPAA notice: Avenora is not a HIPAA-covered entity or business associate, and the Service is not designed to handle Protected Health Information ("PHI") as defined under HIPAA. You will not use the Service to collect, transmit, store, or process PHI, and you indemnify Avenora for any claim arising from your transmission of PHI through the Service.
From time to time, Avenora may offer features designated as "alpha," "beta," "preview," "pilot," or similar (collectively, "Preview Features"). The current Service or substantial portions of it are Preview Features. Preview Features are provided AS-IS, without any warranty, may be unstable or unavailable, may produce inaccurate results, may be modified or discontinued at any time without notice, and are not subject to any service-level commitment. You agree to provide reasonable feedback about Preview Features at our request. Avenora's liability for any Preview Feature is limited to refund of fees specifically allocated to that Preview Feature, if any.
Avenora may modify, enhance, suspend, or discontinue any portion of the Service at any time. We will use reasonable efforts to give 30 days' notice of material adverse changes, except where shorter notice is required by Third-Party Service constraints, security, legal compliance, or emergency. Your continued use after the effective date of any change indicates acceptance.
Avenora may suspend access to the Service immediately and without prior notice if: (a) you violate Section 5, 6, 7, 8, 9, or 10; (b) Avenora reasonably suspects fraud, abuse, or unauthorized access; (c) any telephony carrier, telecommunications regulator, payment processor, or other compliance authority requests it; (d) your payment is more than 10 days past due; (e) your use poses a risk to the Service, to Avenora, or to any third party; (f) Avenora is legally required to do so; or (g) your conduct results in any complaint, claim, or investigation that Avenora reasonably concludes warrants suspension.
Suspension does not relieve you of any fee or other obligation. Avenora is not liable for any harm resulting from suspension and is not required to refund any fees for the suspension period.
Upon termination: (a) your right to access and use the Service ends immediately; (b) all fees owed become immediately due; (c) for 30 days following termination you may export Customer Content via the dashboard's export function (if available) or by requesting export at support@avenora.ai; (d) after 30 days Avenora may, in its discretion, delete Customer Content from active systems, subject to retention required by law, regulation, or our retention policy.
THE SERVICE AND ALL RELATED FEATURES, INCLUDING WITHOUT LIMITATION ALL AI OUTPUT, TRANSCRIPTS, RECORDINGS, SUMMARIES, ROUTING DECISIONS, AND APPOINTMENT BOOKINGS, ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS."
AVENORA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SECURITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
The Service uses large language models, speech-to-text systems, text-to-speech systems, classifiers, and other AI components that may misunderstand, mistranscribe, mishear, misclassify, hallucinate, fabricate, omit, schedule incorrectly, route incorrectly, route to the wrong number, fail to detect emergencies, fail to detect non-emergencies, produce defamatory or offensive output, produce output in the wrong language, produce output in a tone inconsistent with your business, or otherwise produce unexpected, inappropriate, or harmful output. AVENORA DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS OF ANY AI OUTPUT FOR ANY PURPOSE. You are solely responsible for reviewing AI output and for any decision made based on it.
The receptionist's emergency-routing feature is BEST-EFFORT ONLY and does not constitute a guaranteed emergency response service. The AI's classification of an emergency may be wrong; the routed-to number may not answer; the call may not be transferred; the transferred call may be dropped. DO NOT RELY ON THE SERVICE AS A SUBSTITUTE FOR ANY LIFE-SAFETY, FIRE, MEDICAL, OR LAW-ENFORCEMENT SYSTEM. YOU MUST MAINTAIN INDEPENDENT EMERGENCY PROCEDURES.
Avenora makes no warranty regarding any Third-Party Service. Any warranty regarding a Third-Party Service is between you and that third party.
The Service uses speech-recognition technology that may not perform equally well across all speech patterns, accents, dialects, voice impairments, or assistive speech devices. Avenora does not warrant that the Service satisfies your obligations under the Americans with Disabilities Act (ADA) or analogous state law. You are responsible for ensuring that your customer-communication offerings provide reasonable accommodations as required by law.
The Service does not provide legal, regulatory, accounting, tax, medical, or other professional advice. You are responsible for seeking your own qualified advice on all matters affecting your business.
Estimates & invoices. The Service lets you create, send, and collect acceptance of estimates and invoices, and provides optional fields (including a contractor license / registration number field and a free-text terms block) and informational hints about state document requirements. These features and hints are provided as a convenience and for information only — they are not legal advice, and Avenora does not represent that any document produced through the Service satisfies the contract, consumer-protection, home-improvement, licensing, cancellation / rescission notice, or other requirements of any jurisdiction. You are solely responsible for ensuring that every estimate, invoice, and related document you create or send through the Service complies with the laws of every jurisdiction in which you operate, including (without limitation) the Pennsylvania Home Improvement Consumer Protection Act and analogous statutes and regulations in New Jersey, Delaware, Maryland, and elsewhere.
Avenora is not a party to your transactions. Every estimate, invoice, quotation, acceptance, contract, and transaction created, sent, displayed, or recorded through the Service is solely between you and your customer. Avenora is a communication and record-keeping tool: it is not a party to, broker of, agent for, or guarantor of any such document or transaction; it does not perform, supervise, or warrant any underlying work; and it does not process, hold, or transmit payments for your invoices. Any dispute regarding pricing, scope, workmanship, scheduling, cancellation, or payment is exclusively between you and your customer.
Electronic acceptance. The Service records a customer's tap-to-accept or tap-to-decline decision on a hosted page, together with basic technical metadata, as a business record for your convenience only. Avenora makes no representation that any such electronic acceptance constitutes a legally binding agreement, satisfies any signature, writing, disclosure, or formation requirement of the E-SIGN Act, UETA, or any state law (including statutes — such as home-improvement contract laws — that require a written contract containing specific elements), or is enforceable for any particular transaction. You are solely responsible for determining whether tap acceptance is legally sufficient for your use and for obtaining any additional signature, writing, or disclosure your jurisdiction requires.
AI-prepared drafts. Draft estimates and invoices may be composed in whole or in part from AI-captured call data (including prices discussed on a call), which — consistent with Section 24.1 — may be mistranscribed, incomplete, or wrong. Documents are sent only on your instruction; you are solely responsible for reviewing and approving the contents, amounts, and recipients of every document before sending it, and for retaining copies of your business documents for as long as applicable law requires.
Tax fields & exports. Tax-related fields, amounts, and exports (including tax line entries on estimates and invoices and any PDF / CSV export feature) are record-keeping conveniences that reflect the numbers you enter. Avenora does not calculate, verify, or advise on the taxability of any goods or services, and no export output constitutes tax advice, a tax record of Avenora, or a tax filing. You are solely responsible for charging, collecting, reporting, and remitting all applicable taxes correctly and for verifying all exported figures with your own accountant or tax professional.
The Service is designed for the United States. Avenora makes no representation that the Service is appropriate or available for use in any other jurisdiction.
Avenora is a communication routing platform. Avenora is NOT a licensed emergency dispatch service, NOT a 911 substitute, and NOT a guarantor of any emergency response time, outcome, or technician availability.
As a condition of accessing the receptionist features, you will define and acknowledge during onboarding a Per-Shop Emergency Protocolconsisting of (a) your designated emergency escalation phone number, (b) your notification mode preference (SMS-only or SMS-plus-voicemail), (c) a free-form description of your shop's emergency response procedure (who answers gas / CO / fire / flooding calls, after-hours rotation, fallback contacts), and (d) an express acknowledgement that Avenora is not a 911 substitute and that you remain responsible for emergency response coordination.
You acknowledge and agree:
You indemnify Avenora and the Avenora Parties from and against any claim by any caller, customer, employee, regulatory agency, or third party arising from (a) the substance or execution of your Per-Shop Emergency Protocol, (b) your failure to maintain on-call coverage or current emergency contacts, (c) any allegation that Avenora's emergency-routing feature was a substitute for 911 or a licensed emergency dispatch service, or (d) any allegation that Avenora's AI made or failed to make an emergency-related decision that Avenora was not authorized to make under Section 24.2 or your Protocol.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(a) IN NO EVENT WILL AVENORA OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, SUPPLIERS, OR THIRD-PARTY SERVICE PROVIDERS (THE "AVENORA PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, MULTIPLE, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST OPPORTUNITY, LOST OR CORRUPTED DATA, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, STATUTE, OR OTHERWISE), AND REGARDLESS OF WHETHER AVENORA WAS ADVISED OF THE POSSIBILITY.
(b) THE AVENORA PARTIES' AGGREGATE CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE LESSER OF (i) THE FEES YOU ACTUALLY PAID TO AVENORA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM, OR (ii) ONE THOUSAND U.S. DOLLARS ($1,000).
(c) The foregoing limitations apply to the maximum extent permitted by law even if any limited remedy fails of its essential purpose, and they apply collectively to all claims under this Agreement.
(d) No liability for AI output. Without limiting paragraphs (a)–(c), Avenora has no liability whatsoever for any AI output, missed emergency call, mistranscription, hallucination, incorrect booking, incorrect routing, delayed routing, incorrect or incomplete estimate or invoice content or amounts, any acceptance or rejection of any estimate, the validity or enforceability of any document created or accepted through the Service, or any consequence thereof, except in the event of Avenora's willful misconduct (and then only subject to the cap in paragraph (b)).
(e) Essential basis. You acknowledge that the fees paid for the Service reflect the allocation of risk in this Agreement, that the limitations of liability are an essential basis of the bargain, and that the Service would not be provided to you without these limitations.
You will defend, indemnify, and hold harmless the Avenora Parties from and against any and all third-party claims, demands, suits, proceedings, actions, fines, penalties, damages, settlements, judgments, costs, and expenses (including reasonable attorneys' fees and costs of investigation) arising out of or related to:
Indemnification procedure: Avenora will (a) promptly notify you of any claim subject to indemnification (provided that failure to provide prompt notice does not relieve you of your obligation except to the extent prejudiced), (b) provide reasonable cooperation at your expense, and (c) allow you to control the defense, provided that (i) you do not settle any claim without our prior written consent if the settlement requires us to admit liability, take any action, refrain from any action, or pay any amount we are not promptly reimbursed for, and (ii) we may participate in the defense at our own expense with counsel of our choice.
Subject to the limitations in this Section 27 and the cap in Section 25, Avenora will defend you against any third-party claim that your authorized use of the Service, in compliance with this Agreement, directly infringes a valid United States patent, copyright, or trademark of that third party (an "IP Claim"), and will pay damages finally awarded against you by a court of competent jurisdiction or amounts you and the claimant agree in a settlement we approved.
Conditions: Our obligation under this Section 27 is conditioned on you (a) promptly notifying us in writing of the IP Claim, (b) giving us sole control of the defense and settlement, and (c) providing all reasonable cooperation at our expense.
Exclusions: We have no obligation under this Section 27 for any IP Claim arising from (i) modification of the Service by anyone other than Avenora, (ii) combination of the Service with anything not provided by Avenora, (iii) use of the Service in violation of this Agreement, (iv) Customer Content, (v) any version of the Service other than the most current production version if the IP Claim would have been avoided by using the current version, or (vi) Avenora's compliance with your specifications, designs, or instructions.
Mitigations. If an IP Claim is brought or in our reasonable opinion is likely to be brought, we may at our sole option (1) procure a license permitting continued use, (2) modify the Service so it no longer infringes, or (3) terminate the affected portion of the Service and refund any prepaid fees allocable to the unused portion of the terminated Service. The remedies in this Section 27 are your sole and exclusive remedy for any infringement claim.
You will maintain at your own expense and during the entire Subscription Term commercial general liability insurance with a minimum of $1,000,000 per occurrence and $2,000,000 aggregate, and, if your use of the Service involves outbound calling or messaging, errors and omissions / professional liability insurance with a minimum of $1,000,000 per claim. Upon request, you will furnish certificates of insurance evidencing such coverage and naming Avenora as an additional insured for ongoing operations.
Neither party is liable for failure or delay in performance (other than payment obligations) due to events beyond reasonable control, including (without limitation) acts of God, war, terrorism, civil unrest, insurrection, pandemic, epidemic, government action, change in law, natural disaster, fire, flood, earthquake, telecommunications failure, internet backbone failure, AI provider outage, third-party API outage, cyberattack, denial-of-service attack, ransomware, supply-chain disruption, or labor dispute. The affected party will use reasonable efforts to mitigate the impact.
Each party will comply with all laws applicable to its performance under this Agreement. You will not export, re-export, or transfer the Service, directly or indirectly, in violation of U.S. export controls (including the Export Administration Regulations) or any other applicable export law, or to any person or entity on any U.S. government list of prohibited or restricted parties. You will not use the Service in any country or territory subject to comprehensive U.S. sanctions. You will comply with the U.S. Foreign Corrupt Practices Act and analogous anti-bribery laws in your use of the Service.
Avenora may, no more than twice per calendar year and on reasonable advance written notice (except in cases of suspected breach, where notice is not required), audit your use of the Service to verify compliance with this Agreement, including (without limitation) verifying consent records, opt-out records, DNC scrubbing, content compliance, and license restriction compliance. You will provide reasonable cooperation, including access to records and relevant personnel. If an audit reveals breach, you will reimburse Avenora's reasonable audit costs in addition to any other remedy. Audit findings are Avenora's Confidential Information.
Avenora may identify you as a customer (using your name, logo, and a generic description of your business) on Avenora's website, in marketing materials, and in pitch decks, subject to your trademark guidelines (if you provide them). You may revoke this permission with 30 days' written notice to legal@avenora.ai. We will not issue press releases or case studies referencing you by name without your prior written consent.
Before initiating any arbitration or legal proceeding, each party agrees to attempt to resolve any dispute informally. The aggrieved party must send a written notice describing the dispute, the specific relief sought, and contact information to legal@avenora.ai (if the aggrieved party is Customer) or to Customer's registered email (if the aggrieved party is Avenora). The parties will negotiate in good faith for at least sixty (60) days from the date of receipt of the notice. No party may initiate arbitration or any legal proceeding until this informal-resolution period has elapsed. The statute of limitations and any contractual limitation period (including in Section 35) is tolled during this period.
READ THIS SECTION CAREFULLY. IT REQUIRES BINDING INDIVIDUAL ARBITRATION OF MOST DISPUTES, WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, AND WAIVES YOUR RIGHT TO A JURY TRIAL.
You and Avenora agree that any dispute, claim, or controversy arising out of or related to this Agreement, the Service, marketing of the Service, the relationship between the parties, or the termination of any of the foregoing (each, a "Dispute"), whether sounding in contract, tort, statute, or otherwise, shall be resolved exclusively by binding individual arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules and Procedures then in effect (or, if JAMS is unavailable, by the American Arbitration Association under its Commercial Arbitration Rules). The arbitration will be conducted by a single neutral arbitrator with experience in technology and telecommunications law. The seat of arbitration is Erie County, Pennsylvania. The arbitrator may conduct proceedings by video conference. The arbitrator's award is final and binding; judgment on the award may be entered in any court of competent jurisdiction.
ALL DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN CLAIMS OF MORE THAN ONE PERSON. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF FOR THAT PARTY'S INDIVIDUAL CLAIMS.
If this class action waiver is found unenforceable as to any particular claim, that claim must be brought in court (subject to the jury waiver below) and the remainder of this arbitration provision continues to apply to all other Disputes.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY DISPUTE.
The arbitration requirement does not apply to:
You may opt out of this Section 34 (arbitration, class waiver, and jury waiver) by sending written notice to legal@avenora.aiwithin thirty (30) days of first accepting these Terms, with subject line "Arbitration Opt-Out" and including your account email, business name, and signature. Opting out of this Section does not affect any other provision of this Agreement. Opting out is the only way to preserve your right to a jury trial or class action.
Each party bears its own attorneys' fees and costs except where the arbitrator awards otherwise under applicable law. JAMS fees will be paid in accordance with JAMS rules; Avenora will advance Customer's portion if doing so is required to render this arbitration provision enforceable.
If twenty-five (25) or more arbitration demands of a substantially similar nature are filed against Avenora within a 180-day period by or with the assistance of the same law firm, group of law firms, or coordinated counsel, then: (a) the demands will be resolved in staged batches of up to ten (10) demands each, with the claims in each batch consolidated before a single arbitrator; (b) the parties will select batches by random assignment unless they agree otherwise; (c) filing and arbitrator fees will be assessed only as each batch proceeds; and (d) any applicable statute of limitations is tolled for demands awaiting their batch from the date the demand is filed. This subsection is intended to promote the efficient resolution of coordinated claims and neither delays any individual claim indefinitely nor limits any substantive right. If this subsection is found unenforceable as to any demand, it is severed as to that demand only.
To the maximum extent permitted by law, any Dispute arising out of or related to this Agreement or the Service must be filed within ONE (1) YEAR after the cause of action accrues, or be forever barred. This contractual limitation period is in addition to (and shortens, where the applicable statutory period is longer) any statute of limitations otherwise applicable.
This Agreement is governed by the laws of the Commonwealth of Pennsylvania, excluding its conflict-of-law principles and the United Nations Convention on Contracts for the International Sale of Goods. Subject to Section 34 (Arbitration), any Dispute not subject to arbitration must be brought exclusively in the state or federal courts located in Erie County, Pennsylvania, and the parties consent to personal jurisdiction there.
Notices to Avenora must be sent to legal@avenora.ai with a copy to: Avenora LLC, 502 W 7th St STE 100, Erie, PA 16502, USA. Notices to Customer will be sent to the email address associated with your Account. Notices are deemed received on the date sent if by email and confirmed received (or by the next business day if sent during non-business hours), or three (3) business days after mailing if by physical mail. Each party is responsible for keeping its contact information current.
You may not assign, transfer, delegate, or otherwise dispose of this Agreement or any right or obligation hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent (which may be withheld in our sole discretion). Any attempted assignment in violation of this Section is void. Avenora may assign this Agreement, in whole or in part, without consent to (a) an Affiliate or (b) a successor entity in connection with a merger, acquisition, financing, reorganization, or sale of substantially all of its assets. Avenora may engage subcontractors to perform any aspect of the Service. This Agreement binds and inures to the benefit of the parties and their respective permitted successors and assigns.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, fiduciary, or employment relationship. Neither party has authority to bind the other or to incur any obligation on the other's behalf.
The following Sections survive expiration or termination of this Agreement indefinitely (or, where shorter survival is reasonable, for the period required to give them effect): 2 (Definitions), 5 (License Restrictions, with respect to pre-termination use), 6 (Representations), 7–8 (AUP, Prohibited Content, with respect to pre-termination use), 9 (SMS/Voice Compliance, including indemnity), 10 (Recording Indemnity), 13 (Customer Content License, to the extent of any continued use of pre-termination data), 14 (Avenora IP), 15 (Feedback), 16 (Confidentiality, for five years or so long as the information remains confidential, whichever is longer), 17 (Privacy and HIPAA), 19 (Fees, for amounts due), 23 (Effect of Termination), 24 (Disclaimers), 25 (Limitation of Liability), 26 (Customer Indemnification), 27 (Avenora Indemnification), 30 (Compliance), 33 (Pre-Arbitration), 34 (Arbitration / Class Waiver / Jury Waiver), 35 (Statute of Limitations), 36 (Governing Law and Venue), 37 (Notices), 38 (Assignment), 40 (Survival), 41 (Entire Agreement), 44 (Severability), 45 (Construction), and 47 (Contact).
This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all prior or contemporaneous communications, negotiations, proposals, representations, and agreements (whether oral, written, or electronic). In the event of conflict, the order of precedence is: (1) the applicable Order Form; (2) these Terms; (3) the AUP and Privacy Policy; (4) the Documentation. No oral statement by any Avenora representative — including statements made during sales calls, demos, support interactions, or marketing — modifies this Agreement. Modifications must be in writing (electronic or paper) and signed (electronically or otherwise) by an authorized representative of Avenora, or posted by Avenora as updates per Section 42.
Avenora may amend this Agreement at any time by posting an updated version at avenora.ai/terms, updating the "Last updated" date, and (for material changes) providing notice via email or in-app at least 14 days before the amendment takes effect. Your continued use of the Service after the effective date constitutes acceptance of the amendment. If you do not agree to an amendment, your sole remedy is to cancel your subscription before the amendment takes effect. Avenora is not obligated to maintain prior versions of the Service for non-amending customers.
No failure or delay by either party in exercising any right under this Agreement will operate as a waiver. No waiver of any provision will be effective unless in writing and signed by the waiving party. A waiver on one occasion does not constitute a waiver on any subsequent occasion.
If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions continue in full force, and the illegal, invalid, or unenforceable provision will be modified to the minimum extent necessary to render it enforceable while preserving the parties' intent. If modification is not possible, the provision is severed and the remainder continues in effect, except as expressly provided in Section 34.2 (class action waiver).
You consent to the use of electronic signatures and electronic records in connection with this Agreement, including (without limitation) clicks, check-boxes, and credentialed access acceptances. Electronic execution of this Agreement has the same legal effect as a handwritten signature. You agree to receive notices, disclosures, and agreements electronically at the email address associated with your Account; you may withdraw this consent by closing your Account.
Avenora LLC
502 W 7th St STE 100
Erie, PA 16502, USA
Legal notices: legal@avenora.ai
Billing: billing@avenora.ai
Abuse reports: abuse@avenora.ai
Privacy requests: privacy@avenora.ai
Customer support: support@avenora.ai