Terms of Service · Avenora

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.

1. Acceptance & Formation of the Agreement

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."

2. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

"Account" means the Customer's registered Avenora account, including all credentials, settings, and configurations.
"Affiliates" means any entity that controls, is controlled by, or is under common control with a party.
"AI" or "Artificial Intelligence" means large language models, speech-to-text models, text-to-speech models, and other machine learning systems used by the Service.
"Caller" means any individual whose voice, telephone number, or other information is captured by the Service through inbound or outbound telephone calls or SMS.
"Customer Content" means all data, text, audio, voice recordings, transcripts, configurations, prompts, and other content that you or your Callers submit to or generate through the Service.
"Documentation" means any usage guides, technical documentation, or training materials we make available.
"Effective Date" means the date you first accept these Terms.
"Order Form" means any document evidencing your subscription to the Service.
"Service" means the Avenora-branded AI phone receptionist, outbound sales coach, dashboard, admin tools, integrations, APIs, mobile or web applications, and any related services we make available.
"Subscription Term" means the period during which you are entitled to use the Service.
"Third-Party Services" means any third-party products, services, or content not owned by Avenora that the Service interoperates with (including Twilio, OpenAI, Anthropic, Deepgram, Stripe, Google, Jobber, HousecallPro, Supabase, Vercel, Railway).
"Usage Data" means data and information about the provision, use, and performance of the Service, including aggregated and de-identified data derived from Customer Content.

3. Eligibility & Account Registration

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.

4. The Service

The Service consists of:

Receptionist: an AI-powered telephone receptionist that answers inbound calls on behalf of your HVAC business, transcribes conversations, attempts to book service appointments in connected CRMs, and attempts to identify and route emergency calls to a designated on-call number.
Coach: an AI-assisted outbound sales support tool that assists a live human operator (you or your authorized representatives) during cold-call campaigns, including providing suggested talking points and post-call summaries.
Dashboard: a web application where you can review call logs, recordings, transcripts, configure settings, and manage your account.
Integrations: optional connections to Third-Party Services for calendar booking, CRM updates, payment processing, and notifications.

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.

5. License Grant & Restrictions

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:

Copy, modify, adapt, translate, or create derivative works of the Service or any portion of it
Reverse engineer, decompile, disassemble, or otherwise attempt to discover source code, algorithms, model weights, or trade secrets
Scrape, crawl, harvest, or use automated means to extract data from the Service except via APIs we expressly publish and within the rate limits we establish
Use any AI output, transcripts, recordings, or analytics from the Service to train, fine-tune, evaluate, or develop any machine learning model, voice agent, AI receptionist, or competing product without our express prior written consent
Use the Service to operate any product or service that competes with Avenora
Remove, alter, or obscure any proprietary notice, copyright, trademark, or other intellectual property marking
Use any voice synthesized by the Service to impersonate any specific identifiable person, including imitating a celebrity, public figure, or any individual whose name, voice, or likeness is protected by right of publicity
Use the Service in a manner that interferes with or disrupts the integrity, performance, or security of the Service or Third-Party Services
Sublicense, resell, white-label, rent, lease, or otherwise commercially exploit the Service except through a written reseller agreement signed by an officer of Avenora
Circumvent, disable, or interfere with security, authentication, rate-limiting, abuse-prevention, or licensing features of the Service
Use the Service to violate any law, regulation, or third-party right
Use the Service in connection with any high-risk activity where failure could cause death, personal injury, or environmental damage (without prejudice to the receptionist's emergency-routing feature, which is best-effort only — see Section 24)

6. Customer Representations & Warranties

You represent, warrant, and continuously covenant that:

You have the right and authority to enter into and perform this Agreement, and your acceptance and performance do not violate any other agreement to which you are bound.
You are licensed and registered as required to operate your HVAC or related business in each jurisdiction where you do so.
You will use the Service only for lawful purposes and in compliance with all applicable laws and regulations, including (without limitation) the Telephone Consumer Protection Act (47 U.S.C. § 227), the Telemarketing Sales Rule (16 C.F.R. Part 310), the CAN-SPAM Act, the Federal Trade Commission Act, the TRACED Act, the Pallone-Thune Act, applicable state telemarketing and Do-Not-Call statutes, the Fair Debt Collection Practices Act (if applicable), the Americans with Disabilities Act (if applicable), HIPAA (you represent you will NOT use the Service for protected health information), and the privacy laws of every jurisdiction in which any Caller is located.
You have obtained and will maintain all consents, authorizations, and licenses required for Avenora to lawfully collect, process, transmit, store, and use Customer Content and Caller data on your behalf, including (without limitation) explicit verbal or written consent from each SMS recipient and explicit two-party consent from each Caller in jurisdictions requiring same.
Your use of the Service will not infringe, misappropriate, or violate any intellectual property right, right of publicity, right of privacy, contract right, or any other right of any third party.
You will maintain accurate, complete, and contemporaneous records of consent obtained from every SMS recipient, including the date, time, method, and content of consent, sufficient to defend against any claim under TCPA or analogous law, for a period of at least four (4) years.
You will honor every opt-out request (including STOP, UNSUBSCRIBE, CANCEL, END, QUIT, and equivalent keywords) within one (1) business day and will not re-message any opted-out recipient until that recipient provides fresh, affirmative, documented opt-in.
You will not use the Service to make any call or send any message that you know or should know is fraudulent, misleading, deceptive, harmful, or unlawful.
You will scrub your outbound calling and messaging lists against the federal Do-Not-Call registry, applicable state Do-Not-Call registries (including Pennsylvania, Florida, Texas, Indiana, Tennessee, Oklahoma, and any other state Do-Not-Call list relevant to your operations), your internal Do-Not-Call list, the Reassigned Numbers Database (where applicable), and any wireless-domain or known-litigator list you should reasonably maintain.
You will not use the Service to call or message any individual who has revoked consent in any reasonable manner, including verbally, by text, by email, by mail, or through any other reasonable channel.
You will not use the Service for any debt collection, payday lending, sex work, cannabis, firearms, gambling, multi-level marketing, cryptocurrency-related sales, or other restricted use-case without our prior written consent and without your own demonstrated compliance with applicable regulatory frameworks.
You will independently maintain backup procedures for true emergencies and will not rely solely on the Service's AI-driven emergency-routing feature.
You will review transcripts, bookings, and call summaries with reasonable promptness to catch and correct AI errors before they cause harm.
The information you provide to Avenora (business name, EIN, address, contact information, payment information) is true, complete, accurate, and current.

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.

7. Acceptable Use Policy (AUP)

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:

Violate any law, regulation, ordinance, court order, or third-party right
Place a call or send a message to any person who has not provided documented prior express written consent (or, for B2B-exempt calls, prior express oral consent recorded and retained)
Place outbound calls or send SMS outside the calling hours permitted by the recipient's local jurisdiction, generally 8:00 AM to 9:00 PM local recipient time
Use the Service in connection with any pyramid scheme, multi-level marketing, get-rich-quick, work-from-home, or similar scheme
Use the Service to harass, abuse, threaten, defraud, deceive, defame, or stalk any individual
Transmit any malware, virus, trojan, worm, ransomware, spyware, or other harmful code
Attempt to gain unauthorized access to the Service or to any related systems
Interfere with or disrupt the Service or related infrastructure
Use the Service to send unsolicited commercial messages in violation of CAN-SPAM, TCPA, or analogous law
Use the Service in a manner that exceeds reasonable usage thresholds (in our sole discretion) or that is intended to overwhelm Third-Party Service capacity
Use the Service for any military, weapons, or warfare-related application
Use the Service to engage in surveillance of any individual without legal authority
Use the Service in connection with any election, political campaign, or political fundraising activity without our prior written consent
Use the Service to issue a synthesized voice that claims to be a specific identifiable human, where doing so would mislead the recipient as to the source of the call

8. Prohibited Content & Activities

The following content and activities are absolutely prohibited:

Sexually explicit material; child sexual abuse material (CSAM); content sexualizing minors
Content promoting violence, terrorism, or organized criminal activity
Content promoting hate, discrimination, or harassment based on race, ethnicity, national origin, religion, gender, gender identity, sexual orientation, disability, age, or any other protected characteristic
Content promoting suicide, self-harm, or eating disorders
Content that is false, misleading, defamatory, libelous, or slanderous
Content that misrepresents your identity, affiliation, or sponsorship
Phishing, social engineering, or impersonation of any government agency, financial institution, healthcare provider, or other entity
Illegal drug sales; firearms or weapons sales without proper licensing; tobacco or vaping product sales to minors
Unregulated gambling; unlicensed gambling promotion
High-interest payday lending; predatory debt collection
Cryptocurrency investment promotion that constitutes an unregistered securities offering
Health-related claims constituting practice of medicine without a license
Content that infringes any copyright, trademark, patent, trade secret, right of publicity, or right of privacy
Any content prohibited by Twilio's Acceptable Use Policy (incorporated by reference), CTIA messaging guidelines, or any wireless carrier's acceptable use policy

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.

9. SMS, Voice & Communications Compliance

9.1 Customer is the message originator and call originator

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.

9.2 Consent

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.

9.3 Required SMS disclosures

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.

9.4 Opt-out handling

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.

9.5 DNC scrubbing

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.

9.6 Calling hours

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.

9.7 Caller ID and STIR/SHAKEN

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."

9.8 Indemnity for communications claims

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.

10. Voice Recording Authorization & Two-Party Consent

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.

11. Third-Party Service Dependencies

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:

Avenora does not control, and is not liable for, the performance, availability, pricing, security, or content of any Third-Party Service
Third-Party Service outages, latency, errors, or pricing changes are excluded from any Avenora warranty, SLA, or service credit
Use of certain Third-Party Services may require you to accept additional terms with those third parties (e.g., Google OAuth consent, Stripe terms)
Avenora may, at its discretion and without notice, change Third-Party Service providers, integration partners, or third-party features used by the Service
You will not bring any claim against Avenora arising from any act or omission of any Third-Party Service

12. Customer Integrations & Connected Applications

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.

13. Customer Content & Limited License to Avenora

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.

14. Intellectual Property of Avenora

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.

15. Feedback

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.

16. Confidentiality

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).

17. Privacy & Data Protection

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.

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.

18. Alpha, Beta & Preview Features

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.

19. Fees, Billing, Taxes & Payment

Fees are described on avenora.ai/pricing, in your Order Form, or as otherwise communicated to you in writing.
Subscription fees are billed in advance via Stripe; usage overages and one-time fees are billed in arrears.
You authorize Avenora to charge the payment method on file for all amounts due.
All fees are exclusive of taxes. You are responsible for all sales, use, value-added, GST, and similar taxes, and for any withholding required by law. If Avenora is required to collect tax, the applicable tax will be added to the invoice.
All fees are non-refundable except as required by law or stated in writing. Suspension or termination by Avenora for breach of this Agreement does not entitle you to a refund. Cancellation by you mid-Subscription-Term does not entitle you to a pro-rated refund.
Avenora may change fees with 30 days' notice for the next billing period; existing prepaid periods are honored.
Disputed charges must be raised in writing to billing@avenora.ai within 60 days of the invoice; otherwise you waive the right to dispute.
Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law, plus collection costs (including reasonable attorneys' fees).
Avenora may suspend access to the Service for any account more than 10 days past due, without further notice.
Chargebacks initiated without first attempting good-faith resolution through Avenora's billing process are a material breach of this Agreement and may result in immediate termination plus a $50 administrative fee per chargeback.

20. Service Modifications

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.

21. Suspension

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.

22. Term & Termination

The Subscription Term begins on the Effective Date and continues month-to-month unless an Order Form provides for a longer term.
You may cancel your subscription for the next billing period through the dashboard or by emailing billing@avenora.ai.
Either party may terminate this Agreement for material breach by the other party with 14 days' written notice if uncured.
Avenora may terminate this Agreement for convenience on 30 days' written notice.
Avenora may terminate this Agreement immediately upon written notice if (i) you commit a material breach of Section 5, 6, 7, 8, 9, 10, or 16; (ii) any insolvency, bankruptcy, receivership, assignment for the benefit of creditors, or similar event occurs with respect to you; (iii) any Third-Party Service essential to the Service becomes unavailable; (iv) Avenora ceases offering the Service; or (v) continued provision of the Service would violate applicable law.

23. Effect of Termination; Data Export

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.

24. Disclaimer of Warranties (AS-IS, NO WARRANTY)

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.

24.1 AI accuracy disclaimer

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.

24.2 Emergency routing is best-effort

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.

24.3 Third-party disclaimer

Avenora makes no warranty regarding any Third-Party Service. Any warranty regarding a Third-Party Service is between you and that third party.

24.4 ADA disclaimer

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.

24.5 No legal, financial, or professional advice

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.

24.6 Geographic limitations

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.

25. Limitation of Liability

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, 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.

26. Customer Indemnification of Avenora

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:

Your breach of any representation, warranty, covenant, or obligation in this Agreement, including (without limitation) any representation in Section 6 or any obligation in Section 7, 8, 9, or 10
Your violation of any law, regulation, or third-party right, including (without limitation) TCPA, CAN-SPAM, Telemarketing Sales Rule, state telemarketing or DNC laws, wiretap and eavesdropping laws, privacy laws (CCPA, CPRA, GDPR, state analogues), HIPAA, ADA, intellectual property rights, rights of publicity, contract rights, or rights of privacy
Any communication sent or call placed through the Service on your behalf or under your account
Any content you instruct, configure, or permit Avenora to deliver
Any claim by any Caller, SMS recipient, customer, employee, or other third party regarding the substance, timing, frequency, manner, recording, transcription, processing, sharing, or other handling of communications transmitted through the Service on your behalf
Any claim arising from your failure to obtain or maintain consent, your failure to honor opt-outs, your failure to scrub DNC lists, or your failure to comply with calling-hour restrictions
Any claim arising from inadequate disclosure of call recording in any jurisdiction
Any fraud, misrepresentation, or breach of representation by you
Any tax obligation of yours that becomes Avenora's obligation due to your failure to pay
Any claim by your customer, your customer's customer, your employee, or any other person whose information is processed through the Service in connection with your use
Your use of the Service in violation of Section 5 (License Restrictions) or Section 8 (Prohibited Content)
Your use of the Service for PHI in violation of Section 17
Any action or omission by any person granted access to the Service through your account
Any claim by a Third-Party Service or carrier arising from your conduct
Any government investigation, regulatory inquiry, or enforcement action arising from your conduct

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.

27. Avenora Indemnification of Customer (Narrow)

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.

28. Insurance

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.

29. Force Majeure

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.

30. Compliance with Laws; Export Controls; Sanctions; Anti-Corruption

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.

31. Audit Rights

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.

32. Publicity

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.

33. Pre-Arbitration Informal Dispute Resolution (Mandatory)

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.

34. Binding Individual Arbitration; Class Action Waiver; Jury Trial Waiver

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.

34.1 Agreement to arbitrate

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.

34.2 Class action waiver

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.

34.3 Jury trial waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY DISPUTE.

34.4 Exceptions

The arbitration requirement does not apply to:

Claims that may be brought in small-claims court in Erie County, Pennsylvania, if the claim qualifies under that court's jurisdictional limits and proceeds in an individual capacity
Either party's right to seek temporary or preliminary injunctive relief in court for breach of intellectual property rights, breach of confidentiality, unauthorized access, or violation of Section 5 (License Restrictions) — pending the merits being decided in arbitration

34.5 Arbitration opt-out

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.

34.6 Costs

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.

35. Statute of Limitations

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.

36. Governing Law & Venue

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.

37. Notices

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.

38. Assignment; Subcontracting; Successors

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.

39. Independent Contractors

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.

40. Survival

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).

41. Entire Agreement; Order of Precedence

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.

42. Amendment

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.

43. Waiver

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.

44. Severability

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).

45. Construction; Interpretation

"Including" means "including without limitation."
Headings are for convenience only and do not affect interpretation.
References to a "day" mean a calendar day unless otherwise specified.
References to law, rule, or regulation include amendments, successors, and implementing rules.
The principle of contra proferentem (interpretation against the drafter) shall not apply to this Agreement.
Singular includes plural and vice versa.

46. Electronic Signature and Records

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.

47. Contact

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