Terms Of Service

Your use of the Service is subject to and conditioned on your acceptance of these Terms of Service; Your use of the Service is subject to and conditioned on your acceptance of these Terms of Service; and (if applicable): (i) our Commitment Agreement (collectively, the “Agreements”). 

These Terms of Service further incorporate our Privacy Policy, which details and applies to our data collection practices with respect to information collected from our customers or otherwise through use of our website, including log-in and web interface, digital forms, etc. 

By using the Service (or by otherwise indicating your acceptance of these Terms of Service), you are agreeing (i) that you have read and understand the Agreements, (ii) that, if you are acting (or indicate you are acting) in a representative capacity, you have full authority to legally bind the person or entity on whose behalf you are acting, and (iii) that you, and such person or entity, will be bound by the Agreements. DO NOT USE THE SERVICE UNTIL YOU HAVE READ THE TERMS OF THE AGREEMENTS. IF YOU DO NOT AGREE WITH THEM, DO NOT USE THE SERVICE.

Avius AI™, LLC (“We,” “our” or “Avius AI™”) may modify these Terms of Service without notice to you and such modifications shall be deemed effective immediately upon posting of the modified Terms of Service. You agree to review these Terms of Service periodically to be aware of such modifications and your continued access or use of Service constitutes your acceptance to be bound by the revised Terms of Service.  Avius AI™ and you may be referred to herein together as the “Parties” and individually as a “Party.” 

1. Rights Granted. Subject to your compliance with the terms of these Terms of Service, Avius AI™ grants you the right to use the Service. All rights not expressly granted under these Terms of Service are retained by Avius AI™.

2. Signing up for the Service. Upon signing up for the Service and establishing a Service account (an “Account”) and at subsequent times as requested by Avius AI™, you agree to provide to Avius AI™ your true, accurate, current and complete personal name and/or business name, billing and service addresses, all addresses where the Service is to be used, email address, contact phone number, credit card information, and other information which Avius AI™ deems necessary to administer your Account or to provide the Service to you (“Account Information”). You represent and warrant that the Account Information you provide is accurate, current, and complete, and agree to promptly update any of the information if it changes. If you provide Account Information that is, or that Avius AI™ suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, Avius AI™ has the right, in its sole discretion, to immediately suspend or terminate the Service to you.

3. Additional Features and Services. Additional features and services may be added and made available to you in the future and will be governed by these Terms of Service and any applicable additional terms and conditions.

4. Accounts. The Account owner will be the legal entity (e.g., corporation, partnership) that signs up for the Service with Avius AI™. If no legal entity is provided upon sign-up, then the Account owner will be the owner of the credit card (or alternative method of payment) used to open the Account. Subsequent changes to ownership must be supported by appropriate legal documentation. If Avius AI™ is unable to determine the valid owner of the Account, Avius AI™ reserves the right to suspend and/or terminate the Service.

5. Account Information. You hereby grant Avius AI™ a royalty-free, non-exclusive license to copy, store, record, transmit, display, print, and use Account Information to the extent required to provide or improve the Service, always in accordance with applicable law and our Privacy Policy. We may also use Account Information to provide you with information about features of the Service, to contact you for updates to your Account information, and to provide you with marketing and promotional material about the Service as well as Avius AI’s (and its affiliates’) other products and services.  You hereby agree that Avius AI™ may send you (and any other user of the Service connected to your Account) marketing and promotional materials via e-mail, regular mail, or any other medium; provided that you may unsubscribe to such materials at any time by notifying Avius AI™ Customer Support.  Avius AI™ may disclose or provide access to your Account Information pursuant to a judicial or other governmental request or order.

6. Prohibited Uses. Notwithstanding anything to the contrary contained herein, Avius AI™ reserves the right, in its sole discretion, to immediately and without notice terminate the Service to you (and generally) for any use of the Service or any other action that causes a disruption in Avius AI’s network integrity, or that directly or indirectly threatens or compromises the security of Avius AI™, its vendors, or the Service, or that otherwise violates this Section.

7. You agree that you will use the Service for your own internal use only, and will not resell, transfer or charge for the Service without the express written permission of Avius AI™.

Permitted use of the Service does not include certain activities including, but not limited to autodialing, robocalling, transmitting any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous, spoofing, continuous or extensive call forwarding, continuous connectivity, text/email broadcast, text/email blasting, polling, transmitting any material that may infringe, misappropriate, or otherwise violate the foreign or domestic intellectual property rights or other rights of third parties, unlawful telemarketing (including without limitation, junk text/email, text/email spamming, calling/texting/emailing any person through the use of distribution lists or otherwise who has not given specific permission to be included in such a process) or any other activity that would be inconsistent with reasonable business usage.

These prohibitions shall not be construed to prevent autodialing, robocalling, and/or telemarketing by users of the Services, so long as such use is in accordance with the terms set forth in these Terms of Service.  You shall not transmit through the Service any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, or otherwise objectionable communications or material of any kind or nature. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, violate the intellectual property rights of others, give rise to civil or criminal liability or otherwise violate any applicable local, state, national or international statute, regulation, or other law. You agree that you will, at all times, comply with all applicable law.  

Applicable law includes, as applicable, the Telephone Consumer Protection Act and the Telemarketing Sales Rule, the Pallone-Thune Telephone Robocall Abuse Criminal Enforcement and Deterrence Act (“TRACED Act”), the Truth in Caller ID Act, the Junk Fax Act, the CAN-SPAM Act, similar state laws, state laws regarding privacy and data subject rights, and the requirements of the Payment Card Industry Data Security Standard (“PCI DSS”). You further agree that you will not use Avius AI™ products to place voice calls. You agree that the Services are not intended for use with alarm systems or elevator telephone systems.

Additional Restrictions on USA Traffic:  

You warrant and represent that: (1) you are not a provider of ‘voice service’ as defined by 47 CFR Section 64.6300(n); (2) you are not a ‘foreign voice service provider,’ as defined by 47 CFR Section 64.6300(c); (3) you are not an Intermediate Service Provider (ISP), as that term is defined by 47 CFR Section 64.6300(g); (4) all traffic sent by you to Avius AI™ will originate in the conduct of your legitimate business,  on your equipment, and using originating numbers that you have the legal right to use; and (5) neither you nor any of your affiliates or principals have ever been the recipient of a cease and desist, mandatory blocking, or similar order from the FCC, FTC, or other federal or state agency with respect to the transmission of voice or text traffic.  You will not send to Avius AI™ traffic as a voice service provider, a foreign voice service provider or intermediate service provider (meaning, traffic originated by third parties and transited by you).

You further warrant and represent that when placing telemarketing calls to end-users located in the United States:

• You will not make or transmit telemarketing calls using an artificial or prerecorded voice to residential telephones without prior express consent.
• You will not make or transmit any non-emergency call using an automatic telephone dialing system (“autodialer”) or an artificial or prerecorded voice to a wireless telephone number unless you have received proper consent.
• You will not initiate or transmit a telephone solicitation to a residential telephone subscriber who has registered his or her telephone number on the national “Do-Not-Call” registry.
• You acknowledge that telemarketing calls can only be made between the hours of 8 a.m. and 9 p.m. (local time at the called party’s location).
• You will comply with limits on “abandoned calls” and employ other consumer-friendly practices when using automated telephone-dialing equipment, noting that a telemarketer must abandon no more than 3 percent of calls answered by a person and must deliver a prerecorded identification message when abandoning a call. Two or more telephone lines of a multi-line business are not to be called simultaneously. Telemarketers must not disconnect an unanswered telemarketing call prior to at least 15 seconds or four rings.
• You acknowledge that if you use an auto dialer to sell your services, then you must maintain records documenting compliance with call abandonment rules.
• Numbers in the CLI presentation field will allow a recipient of such calls to call back to the presented number and have it be reasonably answered.
• All prerecorded messages, whether delivered by automated dialing equipment or not, must identify the name of the entity responsible for initiating the call, along with the telephone number of that entity that can be used during normal business hours to ask not to be called again.
• You must transmit caller ID information, when available, and must refrain from blocking any such transmission(s) to the end user. You may not alter the caller ID information with intent to deceive the recipient or disguise the origin of the call.
• If any calls originated or otherwise transmitted by you to Avius AI™ violate the terms of applicable law, then Avius A™I may, in its sole discretion, in addition to the remedies contained in these: 

Any use found to be inconsistent with any of the restrictions set forth herein may result in the immediate termination of the Service. You also understand that Avius AI™ may immediately suspend or terminate Your right to use the Service, without liability of any kind, if (a) in Avius AI’s sole discretion, Your use of the Service exceeds what would be expected of normal business use, or (b) Your use of the Services is not typical of human message origination and termination or if there is an abnormal imbalance of inbound and outbound messaging. Avius AI™ reserves the right, in its sole discretion, to block access to certain high cost/premium locations. Please contact Avius AI Customer Support for more information. 

8. Intellectual Property Rights. You acknowledge and agree that any and all patents, copyrights, trademarks, logos, slogans, service marks, trade secrets, and all other intellectual property rights (collectively, “Proprietary Rights”) in the Service are and shall remain the sole and exclusive property of Avius AI™ and its licensors and suppliers. Nothing in these Terms of Service shall be construed to grant, transfer, or assign any Proprietary Rights to, or vest any Proprietary Rights in, you or any third party. You are only entitled to the limited use of the rights expressly granted to you in these Terms of Service, as may be amended from time to time. The Service, the systems and methods that it accesses, and/or the related services provided are covered by one or more trademarks, patents or patents pending in the U.S. or elsewhere. You will not take any action to jeopardize, limit, or interfere with Avius AI’s or a third party’s Proprietary Rights. You acknowledge and agree that any unauthorized use of the Proprietary Rights is a violation of these Terms of Service, as well as a violation of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third-party content that may be accessed through the Service is the property of the respective content owners and may be protected by applicable intellectual property laws. You agree that any breach of the provisions regarding intellectual property ownership contained in these Terms of Service shall cause Avius AI™ irreparable harm and Avius AI™ may obtain injunctive relief and seek all other remedies available in law and in equity.

9. No Modifications. You agree not to undertake, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Equipment or the Service, or any component thereof.  You agree not to misappropriate, intercept, capture, emulate, decrypt, or redirect the communications protocols used by Avius AI™ for any purpose, including connecting to any computer server, PBX, or other device not authorized by Avius AI™ or in a manner not authorized by Avius AI™.

10. Telephone Number. Telephone numbers provided by Avius AI™ to you (“Phone Number(s)”) are licensed to you pursuant to these Terms of Service. Avius AI™ reserves the right to change or cancel international Phone Numbers at its sole discretion.

11. Number Porting. Avius AI™ cannot guarantee that requested telephone numbers will be available or that your existing provider will port your number(s). For porting numbers into your Account, please contact Avius AI™ Customer Support. Avius AI™ will use reasonable efforts to facilitate number transfers or port requests for you, provided that you comply with the necessary and specific procedures for porting between service providers. Avius AI™ does not guarantee the successful porting of numbers to your Account. You acknowledge and understand that Avius AI™ will not be liable for the failure or delay of any third party in cooperating in the porting of any telephone number, or for the unauthorized porting of any telephone number by a third party. For porting phone numbers out of your Avius AI™ Account, follow the procedures of Your new service provider. You understand that porting phone numbers out of your Account does not automatically terminate your Account.

12. Confidentiality.  During your service-term for the Services and for one (1) year thereafter, the Receiving Party (the Party and its affiliates, officers, directors, employees and attorneys receiving Confidential Information) shall hold the Disclosing Party’s (the Party or its affiliates, officers, directors, employees and attorneys disclosing Confidential Information) Confidential Information in confidence, shall use such Confidential Information only for the purpose of fulfilling its obligations under these Terms of Service, and shall use at least as great a standard of care in protecting the Confidential Information as it uses to protect its own Confidential Information. The Receiving Party may disclose Confidential Information only to those of its employees, agents or subcontractors who have a need to know it in order to perform its obligations under these Terms of Service.  Each Party may disclose the other Party’s Confidential Information to a governmental or regulatory entity upon request. These restrictions on the use or disclosure of Confidential Information do not apply to any information: (i) which is independently developed by the Receiving Party or lawfully received free of restriction from another source having the right to so furnish such information; (ii) after it has become generally available to the public without breach of these Terms of Service by the Receiving Party; (iii) which at the time of disclosure was already known to the Receiving Party, without restriction, as evidenced by documentation in such Party’s possession; or (iv) which the Disclosing Party confirms in writing is free of such restrictions.  Upon written request, the Receiving Party will promptly delete, destroy or return to the Disclosing Party, all of the Disclosing Party’s Confidential Information in its possession. For purposes of this Section, “Confidential Information” means any information disclosed by or on behalf of the Disclosing Party to the Receiving Party that should reasonably be considered as confidential given the nature of the information and the circumstances surrounding its disclosure. Notwithstanding the foregoing, your hereby grant to Avius AI™ the right to De-identify data which Avius AI™ collects from you in the course of providing the Services to you or which you otherwise share with Avius AI™. “De-identify” means that the data cannot reasonably identify relate to, describe, be capable of being associated with, or be linked, directly or indirectly, to a particular company or individual person, including by removing, without limitation, the following identifiers: company names and the names of individuals, addresses, phone numbers and email addresses and any other information which could reasonably identify, when taken in the aggregate, a specific company or individual. Data that has been De-identified shall not be deemed Confidential Information, meaning that Avius AI™ may use such De-identified data for any purpose permitted under applicable law.

13. Payment. Services are billed monthly in advance, with the exception of usage which is billed in arrears. All pricing is in United States dollars. Upon your sign up for the Service, Avius AI™ will charge your credit card (or alternative method of payment, as approved by Avius AI™) a deposit in an amount equal to the applicable monthly recurring fees and charges for one month of Service plus any applicable Setup Fees and other fees. For billing purposes, your start of Service date will commence on the earlier of (i) one month following your sign up for the Service; and (ii) the date of actual Service activation on the Avius AI™ platform (“Service Date”). You are responsible and will be charged for all non-recurring fees (i.e., international calls, toll free numbers, etc.) incurred by you.

Call usage/charges are rounded up to the next full minute. By way of example, an inbound (USA) voice call that is 30 seconds will be rounded to a full minute. Charges beyond your included bundled minutes will be billed at $0.06 per minute (Toll Free $0.09). See your order form for full usage/rate details.

You understand that your first invoice may be pro-rated. If you do not cancel the Service during the first thirty (30) days following Service activation (if permitted, as set forth below), then the deposit (less any non-recurring charges incurred by you) will be applied to the month of Service following the Service Date.

If you are paying for the Service with a credit card, then you agree that prior to the provision of any Service by Avius AI™, you will provide Avius AI™ with your credit card information and you authorize Avius AI™ to bill your credit card on a monthly basis. You agree to advise and notify Avius AI™ of any changes to your credit card information, such as credit card account number or expiration date changes. If the credit card on your Account is declined or fails for any reason, or if you otherwise fail to make payment by the applicable due date then, notwithstanding anything to the contrary contained herein, Avius AI™ reserves the right to disconnect your Service immediately without notice and to terminate your Account (and Avius AI™ reserves the right to continue to attempt charging your credit card for any outstanding Service charges and additional fees due and owing at the time). You are liable for any transactions or activities by you or anyone else that occur on Your Account, and in no event shall Avius AI™ be liable for any unauthorized use of your Account. Any payments not received by the due date will bear interest at a rate of one and one-half percent (1½ %) per month or the maximum rate permitted by law, whichever is less, from the due date until paid in full.

14. Taxes and Other Fees. Prices for the Service do not include any customs, duties, sales, use, value added, excise, federal, state, local, public utility, universal service, taxes and fees or other surcharges and fees. All such taxes, surcharges and fees shall be paid by you and will be added to any amounts otherwise charged to you. If any amounts paid for the Service are refunded by Avius AI™, applicable taxes, surcharges and fees may not be refundable. All taxes, surcharges, and fees are subject to change at any time.

15. Regulatory Recovery and Compliance Fees. We may impose monthly Regulatory Recovery and Compliance Fees (“RRCF”) in order to recover expenses We incur in connection with, among other things, contributions to various funds, and other fees and charges incurred as a result of our provision of the Service; HIPAA, PCI, CALEA and other compliance costs and fees; protection and registration of intellectual property; subpoenas and civil litigation demands; as well as legal and administrative expenses related to the above. The RRCF is not a government-mandated charge or tax. The RRCF could be up to a 9.0% charge. The RRCF is in addition to any other charges and surcharges associated with the Service, and is subject to the Universal Service Fund surcharge, and all other taxes and surcharges.

16. Cost Recovery Fees.  We may impose monthly Cost Recovery Fees (“CRF”) to recover fees imposed on Avius AI™ by governmental entities in order to provide you with Service, as well as related administrative charges. The CRF is a 4.95% charge. Components of the CRF include: TRS, Federal Regulatory Fee, North American Numbering Plan Fee, Local Number Portability administration, STIR/SHAKEN and others. The CRF is not a government-mandated charge or tax. The CRF is in addition to any other charges and surcharges associated with the Service, and is subject to the Universal Service Fund surcharge, and all other taxes and surcharges.

17. Universal Service Recovery Fee. Avius AI™ may be required to contribute to the Federal Universal Service Fund, which provides support to promote access to telecommunications services at reasonable rates for those living in rural and high-cost areas, income-eligible consumers, rural health care facilities, and schools and libraries. Avius AI™ reserves the right to recover these costs from its customers. Universal Service Fund rates are set by the Federal Communications Commission and are subject to change.

18. Administration Fee. You may also be subject to an Administration Fee which may be imposed to recover costs associated with, among other things, customer support, and Service/Moves/Adds/Changes, installation and configuration.

19. Reactivation Fee. Avius AI™ reserves the right to charge You a $29.99 Reactivation Fee in the event Avius AI™ suspends or terminates your Account due to non-payment.

20. Return Payment Fee. You will be subject to a return payment fee of $30 in the event a payment is rejected or voided (for example, your check does not clear, or you initiate a chargeback).

21. Credit Card Convenience Fee.  A $3.95 convenience fee may be added to all payments made via credit card (including auto-pay). This fee is applied on a per-payment basis, is non-refundable and may be amended at any time with or without notice. You can avoid this fee by choosing our ACH payment method instead by simply selecting the ACH Payment Type in your payment options.

22. Equipment. In order to utilize the Service, you must use compatible telephone/email/website equipment and accessories (“Equipment”).  If You do not possess compatible Equipment, you may request assistance in purchasing Equipment from Avius AI™ when you sign up for the Service. You agree that Avius AI™’s maximum liability to you or to any third party for any damages arising out of, associated with or related to assisting with the installation and/or configuration of Equipment and/or the Service, whether such installation and/or configuration is performed by Avius AI™ or its contractors/subcontractors, is the amount paid by you to Avius AI™ for such installation and/or configuration.

23. Service Availability. Certain features or ancillary solutions related to the Service may be unavailable or subject to additional terms, restrictions and conditions. You acknowledge and agree that the Service may not be available 100% of the time. There may be periods of Planned Network Maintenance and Urgent Network Maintenance. Credit allowances for interruption of the Service may be provided on a case-by-case basis at the sole discretion of Avius AI™ and shall be your sole remedy for any Service interruptions. Avius AI™ does not warrant that any descriptions, pricing, marketing materials, promotional flyers, advertisements, or other printed or electronic materials or information related to the Service or Equipment is accurate, complete, reliable or comprehensive. See your Service Level Agreement for the Avius AI™ Service if applicable.

24. Service Changes/Platform Updates. You understand and agree that Avius AI™ may make modifications or changes to the Service, which will not materially diminish the functionality of the Service, without prior notice to you. Such changes/platform updates may affect the previous mode of operation of the Service. You agree that your use of the Service is not contingent on Avius AI™’s future delivery or release of any functionality or feature, including but not limited to the continuation of a certain Service or any Third-party Service.

25. Feedback.  From time to time, you may submit comments, questions, suggestions or other feedback relating to the Service (“Feedback”). Avius AI may freely use Feedback in connection with the Service. By providing any Feedback to Avius AI™, you grant Avius AI™ a perpetual, worldwide, fully transferable, sublicensable, non-revocable, royalty free license to use the Feedback without any payment or other further obligation to you.

26. Your Responsibilities. In order to use the Service, you must have properly configured and working internet/mobile phone/email/webhosting service and hereby agree, at your sole expense: to (1) obtain access to your own internet/mobile phone/email/webhosting service with a third party provider separate to the Service; (2) be responsible for payment of internet connection, mobile phone/email/webhosting service and all equipment necessary to establish a connection to such internet/mobile phone/email/webhosting service, as may be required to use the Service; and (3) pay Avius AI™ for the Service.

27. Recording and Monitoring Conversations; Call Summary Transcription. The Service allows you to record individual telephone conversations. You may also elect to receive transcripts and insights based on such conversations. The laws regarding the permissibility and notice and consent requirements for recording and monitoring conversations vary from state to state. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using these features. Avius AI™ expressly disclaims all liability with respect to your recording and/or monitoring of telephone conversations. You hereby agree to release, hold harmless, and fully indemnify Avius AI™ from and against any damages or liabilities of any kind related to your recording and/or monitoring any telephone conversations using the Service.

The Call Summary Transcription feature converts audio into text, then emails the text to you. You hereby agree that, in connection with providing you the Service, Avius AI™ and/or its licensor(s) have the right to record and store the audio content of such calls and to transcribe such content to text. You understand and agree that the Call Summary Transcription feature may not accurately transcribe calls. You are solely responsible for checking the original message and verifying the accuracy of the message when using such feature. Avius AI™ expressly disclaims all liability with respect to the conversion of calls to text.

28. Termination. In addition to Avius AI™’s right to terminate the Service as set forth in other sections of these Terms of Service or in other terms and conditions agreed by you, Avius AI™ reserves the right to terminate the Service for convenience upon at least thirty (30) days’ notice to you. Avius AI™ shall not be liable to you or any third party for terminating or suspending your use or access to the Service for any reason. If you are purchasing the Service on a month-to-month basis (i.e., the Service is not subject to a committed service term) then, subject to the applicable provisions in Section 13, you may cancel the Service for convenience upon at least thirty (30) days’ notice. If the Service is terminated or expires in the middle of a billing cycle, or if Avius AI™ terminates the Service as a result of your breach of these Terms of Service or other terms and conditions agreed by you, then (i) you shall not be entitled to any refund or pro ration of any pre-paid amounts, credits, or other amounts paid to Avius AI™ prior to the termination date; (ii) you will be billed through the end of the applicable billing cycle; and (iii) early termination fees may apply. Upon expiration, cancellation or termination of the Service, you shall relinquish and discontinue use of any services, logins and/or web portals assigned to you by Avius AI™ or its vendors. In order to be valid, any cancellation of Services by you, at any time, must be made in writing and sent to Hello@AviusAI.com.

29. Disclaimer of Liability. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY AND ALL THIRD-PARTY SERVICES, EQUIPMENT, PROFESSIONAL SERVICES, SUPPORT SERVICES, AND OTHER SERVICES, ARE PROVIDED “AS IS” AND AVIUS AI™ MAKES NO WARRANTIES AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT THAT WE CANNOT DISCLAIM A WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. NEITHER AVIUS AI™ NOR ITS VENDORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO AVIUS AI™’S OR YOUR TRANSMISSION FACILITIES OR EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF YOUR DATA FILES, SOUND FILES, PROGRAMS, OR OTHER INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF AVIUS AI™’S OR ITS VENDORS’ NEGLIGENCE. NEITHER AVIUS AI™ NOR ITS VENDORS WILL BE LIABLE FOR MALFUNCTIONS OR FAILURES RESULTING FROM MISUSE, ABUSE, NEGLECT, ALTERATION, MODIFICATION, IMPROPER INSTALLATION, OR REPAIRS BY ANYONE. NEITHER AVIUS AI™ NOR ITS VENDORS WILL BE LIABLE FOR DELAYS OR INTERRUPTIONS IN ACCESS TO OR USE OF THE SERVICE.

AVIUS AI™ MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. AVIUS AI™ IS NOT RESPONSIBLE FOR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICE OR THE INTERNET IN GENERAL. AVIUS AI™ IS NOT RESPONSIBLE FOR THE CONTENT OF TRANSMISSIONS OR FOR THE CONTENT OR FUNCTIONALITY OF ANY THIRD-PARTY NETWORK USED IN CONNECTION WITH THE SERVICE. AVIUS AI™ IS NOT OBLIGATED TO STORE YOUR COMMUNICATIONS LOGS, CALL TRANSCRIPTIONS, CALL RECORDINGS, SCREEN RECORDINGS, VIDEO CALL RECORDINGS, WEB CHATS, TEXT MESSAGES OR EMAILS. YOU AGREE THAT AVIUS AI™ HAS NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR THE DELETION OR FAILURE TO STORE ANY COMMUNICATIONS LOG INFORMATION, VOICEMAILS, CALL TRANSCRIPTIONS, CALL RECORDINGS, SCREEN RECORDINGS, VIDEO CALL RECORDINGS, WEB CHATS,  TEXT MESSAGES, EMAILS AND/OR OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED BY THE SERVICE.

30. Limitation of Liability. IN NO EVENT SHALL AVIUS AI™, SUBSIDIARIES AND AFFILIATES, NOR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, RESELLERS, VENDORS, AGENTS, CONTRACTORS AND/OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF AVIUS AI™ HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY AVIUS AI™. AVIUS AI™’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED AND CAPPED IN THEIR ENTIRETY TO THE LESSER OF (X) THE MONTHLY FEES AVIUS AI™ CHARGED YOU DURING THE ONE (1) MONTH IMMEDIATELY PRIOR TO THE DATE THAT THE EVENTS GIVING RISE TO THE ACTION OR CLAIM FIRST OCCURRED. THESE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE TERMINATION, CANCELLATION OR EXPIRATION OF YOUR SERVICE AND APPLY IN ANY AND ALL CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

31. Indemnification. To the maximum extent permitted by applicable law, you shall indemnify and hold harmless, Avius AI™, subsidiaries and  affiliates, and their respective officers, directors, , employees, licensors, vendors, contractors, agents and resellers,  (the “Indemnified Parties”) from and against any and all liability, claims, suits, demands (including but not limited to third-party subpoenas, government investigations or enforcement actions), losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (1) the use of or reliance upon the Service by you or any third party acting upon your permission, knowledge, authority or direction, (2) a breach by you of these Terms of Service,  (3) any negligent acts, omissions to act or willful misconduct by you or any third party acting with your permission, knowledge, authority or direction, (4) your inability to use the Service or failure or outage of the Service for any reason, (5) your use of the Service in violation of any applicable law, code, regulation, or ordinance, (6) Avius AI™’s use of your customers’ data as permitted by these Terms of Service; and/or (7) your misappropriation, breach, violation, or infringement of any right, title or interest of any third party, including but not limited to, contractual rights, intellectual property rights (including patent, trademark, copyright, and trade secret rights), rights of privacy, and rights of publicity and personality.  The indemnification obligations set forth in this Section are in addition to your other indemnification obligations set forth in other sections of these Terms of Service.

32. Dispute Resolution. UNDER THIS CLAUSE YOU ARE AGREEING TO WAIVE YOUR RIGHT TO SUE IN COURT AND ARE AGREEING THAT ALL DISPUTES WILL BE DECIDED BY AN ARBITRATOR, EXCEPT WITH RESPECT TO THE LIMITED EXCEPTIONS SET FORTH BELOW IN THIS DISPUTE RESOLUTION SECTION.  You agree that you may only resolve disputes with Avius AI™ on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. You hereby acknowledge that class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are hereby waived by you. You agree that regardless of any statute or law to the contrary, any suit brought by you arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after the earlier of: (a) when such claim or cause of action arose; or (b) termination of Service to you, or be forever barred. These Terms of Service shall be governed by and construed in accordance with the laws of the State of Wisconsin without giving effect to any conflict of law principles thereof which might require the application of the law of another jurisdiction. Any controversy or claim arising out of or relating to these Terms of Service or your use of the Service shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association (“Rules”).  To begin arbitration proceedings against Avius AI™, you must send a letter (via certified mail) to Avius AI™, LLC, Attention: Legal Department, requesting arbitration and describing your claim. There is no judge or jury in arbitration, and court review of an arbitration award is limited.  However, an arbitrator can award the same damages and relief as a court. One arbitrator shall be chosen in accordance with the Rules. The Parties agree that all arbitration proceedings shall take place exclusively in the State of Wisconsin, Dane County. You agree and submit to personal jurisdiction in Wisconsin. Any award, order or judgment pursuant to such arbitration shall be deemed final and binding and may be enforced in any court of competent jurisdiction. Notwithstanding the obligation to arbitrate and any other provisions to the contrary herein, you and Avius AI™ agree that: (a) with respect to claims for unpaid invoices, Avius AI™ may take the dispute to small claims court, if such dispute qualifies for hearing by such court; (b) if you fail to timely pay amounts due, Avius AI™ may send your account to a collection agency and the collection agency may pursue, in court, claims limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or these Terms of Service; (c) Avius AI™ may bring suit in court to enjoin infringement or other misuse of intellectual property rights; and (d) any dispute related to or arising from allegations associated with fraudulent or unauthorized use, theft, or piracy of Service may be brought in court by Avius AI™. If for any reason a claim proceeds in court rather than in arbitration, you and Avius AI™ each waive any right to a jury trial.  

33. Force Majeure. Avius AI™ shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, pandemic, earthquake, fire, flooding, fiber cuts, actions or inactions of third-party providers or suppliers, riots, sabotage, war, government requirements, or other events that are beyond Avius AI™’s reasonable control.

34. Assignment. Avius AI™ may assign these Terms of Service and any of its rights and obligations hereunder at any time. You may not transfer or assign these Terms of Service or any of your rights or obligations under these Terms of Service without Avius AI™’s prior written consent. Any purported transfer or assignment on your part in violation of this section is void. Subject to the foregoing, these Terms of Service shall be binding on and inure to the benefit of the parties and their successors and permitted assigns.  

35. No waiver of rights; No third-party beneficiaries. Failure of either party at any time to require the other party’s performance of any obligation under these Terms of Service shall not affect the right to require performance of such obligation. Any waiver by either party of any breach of any provision hereof shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver or modification of the provision itself, or a waiver of modification of any right under these Terms of Service. These Terms of Service are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

36. Severability.  If any part of these Terms of Service is held invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. 

37. Publicity Rights. You agree that Avius AI™ may identify you as a user of the Service in its business deals, press releases, marketing materials, electronic, printed, and broadcast advertising; newsletters, mailings, tradeshows, other promotional materials, on Avius AI™’s website, or any other third-party website where Avius AI™ or its designated agents may promote the Service. You hereby grant Avius AI™ and its agents a worldwide, non-exclusive, fully paid-up, royalty-free license (with right to sublicense) to use, reproduce, publish, and display your name, trademarks, service marks, designs, logos, and symbols in connection with such purpose.

38. Interpretation. These Terms of Service, together with any quotes, order forms, service-term agreements or addenda, and any other documents incorporated or referenced herein, constitute the entire agreement between you and Avius AI™ with respect to the Service and supersede all prior or contemporaneous understandings regarding such subject matter. Nothing in these Terms of Service shall be deemed or construed to constitute or create employment, partnership, association, joint venture, agency, or fiduciary relationship between the parties hereto. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.  Any terms and conditions specified in any email from you or handwritten on a quote, order form, service-term agreement, addendum or these Terms of Service, are void and have no legal effect.

39. Avius AI™-as-a-Service. This Section governs your access to and use of the Avius AI™ Services (the “Avius AI™ Agent”), as a chatbot-as-a-service solution provided by Avius AI™. By accessing or using the Avius™ AI Agent, you agree to be bound by these terms. In the event of a conflict between the terms set forth in this Section and the terms set forth in any other section of these Terms of Service with respect to the Avius AI™ Agent, then the terms set forth in this Section shall control. For all other matters not specifically addressed in this Section, the general terms of these Terms of Service shall apply.

Rights Granted and Deployment. Subject to the terms and conditions set forth herein, and any applicable Avius AI™ Agent Quote, Avius AI™ hereby grants you a revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Avius AI™ Agent for business and professional purposes only, during the term set forth in the service-term agreement you execute. You will not make the Avius AI™ Agent available to any third party (other than to End Users as contemplated herein) without Avius AI™’s prior written consent. Avius AI™ reserves the right to revoke this license if you breach these terms, violate applicable law, or use the Avius AI™ Agent in a manner that disrupts service integrity.

If you want to embed a Avius AI™ Agent chat widget in Customer Assets, then you must deploy Avius AI™ Code on the Customer Assets in order to enable the relevant features of the Avius AI™ Agent, including but not limited to routing, chat, messaging, and other functionality, and to collect Customer Data for use with the Avius AI™ Agent as further described herein. Subject to the terms and conditions set forth herein, Avius AI™ grants you a limited, non-transferable, non-sublicensable, non-exclusive license during your service term to copy and deploy the Avius AI™ Code on Customer Assets solely to support your use of the Avius AI™ Agent and in strict accordance with the instructions provided by Avius AI™. You acknowledge that any changes made to the Customer Assets after initial deployment of Avius AI™ Code may cause the Avius AI™ Agent to stop working or to function improperly and that Avius AI™ will have no responsibility for the impact of any such changes. Further, you are solely responsible for testing and reserving any rollback and restoration capabilities upon deploying the Avius AI™ Code to your systems, and Avius AI™ disclaims any liability for the consequences thereof. 

40. Responsibility for Avius AI™ Service Outputs. You acknowledge and agree that the Avius AI™ Service is an automated AI-driven system that generates responses based on algorithms, predefined models, and available data. While the Avius AI™ Service is designed to facilitate customer interactions, it may produce imperfect, inaccurate, incomplete, or misleading responses, and its output should not be solely relied upon for decision-making. You (not Avius AI™) are solely responsible for reviewing, verifying, and validating all output generated by the Avius AI™ Service to ensure it accurately reflects the requests or instructions provided. You further acknowledge that: (i) as a machine learning/artificial intelligence based service, the Avius AI™ Service responses are generated dynamically and may not always align with contextual nuances, legal requirements, or business needs; (ii) the Avius AI™ Service does not provide legal, medical, financial, or professional advice; (iii) any reliance on the Avius AI™ Service outputs is at your sole risk; (iv) Avius AI™ is not liable for any consequences, damages, or losses arising from your or End Users’ reliance on, use of, or failure to verify Avius AI™ Service outputs; (v) you are responsible for ensuring that your use of the Avius AI™ Service, including any automated decision-making or End User interactions, complies with Applicable Law; and (vi) you will make all requisite disclosures and disclaimers to End Users as required under Applicable Law regarding the use of and the limitations of the Avius AI™ Service described in this subparagraph. By using the Avius AI™ Service and allowing Authorized Users and End Users to access and use the Avius AI™ Service, as applicable, you assume all risks associated with AI-generated outputs and waive any claims against Avius AI™ related to inaccuracies, errors, or misinterpretations arising from the use of the Avius AI™ Service. Avius AI™ makes no representations, warranties, or guarantees regarding the accuracy, reliability, legality, or appropriateness of any content generated by the Avius AI™ Service.

41. Credentials and Authorized Users. You are solely responsible for managing and overseeing access to the Avius AI™ Service by your Authorized Users and ensuring compliance with these terms. This includes, but is not limited to, safeguarding credentials, and preventing unauthorized access. Each Authorized User must create and use unique access credentials. You shall ensure that each of the Authorized User IDs and passwords are not shared or used by more than one Authorized User. You are responsible for any unauthorized use of the Avius AI™ Service. You are responsible, at your sole cost and expense, for acquiring, installing and maintaining all hardware, software and other equipment necessary for you, each Authorized User and End Users, as applicable, to connect to, access and use the Avius AI™ Service.  

If you are given API keys or passwords to access the Avius AI™ Service on Avius AI™’s systems, then you will require that all Authorized Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs and related credentials are granted to individual, named persons and may not be shared. If you are accessing the Avius AI™ Service using credentials provided by a third party, then you will comply with all applicable terms and conditions of such third-party regarding provisioning and use of such credentials. You are responsible for all actions taken using your accounts and passwords. If any Authorized User who has access to a user ID is no longer an Authorized User of yours, then you will promptly delete such user ID and terminate such Authorized User’s access to the Avius AI™ Service. Avius AI™ reserves the right to suspend access to the Avius AI™ Service or any of its features if Avius AI™ determines that you (including any of its Authorized Users or its End Users) are using the Avius AI™ Service in a manner that exceeds typical use projections, exceeds usage by similar-sized customers and/or negatively impacts the operability, integrity, or security of the Avius AI™ Service. You are solely responsible for all acts, omissions, and activities of Authorized Users and End Users, including their compliance with Applicable Law, these Terms of Service, and the Documentation. 

42. Ownership and Intellectual Property. You acknowledge that you are obtaining only a limited right to access and use the Avius AI™ Service in accordance with the terms set forth herein and that no ownership or other rights are being conveyed to you under these terms. You agree that Avius AI™ retains all right, title and interest in and to the Avius AI™ Service, the Documentation, integrations with the Avius AI™ Service, and all related and underlying technology. 

43. Customer Data. As between the parties, you will retain all intellectual property rights in and to the Customer Data. You hereby grant Avius AI™ a non-exclusive, worldwide, royalty-free right to access, use, display, process, disclose and transfer the Customer Data in order to provide the Avius AI™ Services to you and as otherwise permitted herein. You represent and warrant that you have all necessary rights, authorizations, licenses and consents to collect, use and share all Customer Data and that no Customer Data will violate or infringe: (i) any third party’s intellectual property, privacy, publicity, or other rights, (ii) Applicable Law, or (iii) any terms of service or policies of Third-Party Platforms. You are solely responsible for all Customer Data submitted to the Avius AI™ Service. With respect to End User Data, you are solely responsible for obtaining, all rights, consents, and permissions from, and making all requisite disclosures to, End Users, as required under Applicable Law regarding: (i) your use, collection and processing of End User Data in connection with the Avius AI™ Service (including but not limited to disclosing the use of a virtual third-party chatbot and storage of chat conversations and call recordings); and (ii) Avius AI™’s performance of the Avius AI™ Services herein, as instructed by you, including collecting, processing and accessing End User Data.

Avius AI™ will not intentionally delete any Customer Data prior to termination of your service term. Avius AI™ expressly disclaims all other obligations with respect to storage of Customer Data. 

You agree that Avius AI™ may use certain technical and other data about your use and End Users’ use of the Avius AI™ Service and/or Customer Data, which, in all cases, is anonymized to remove any Personal Data, to analyze, improve, monitor, develop, support, train, and operate the Avius AI™ Service (during and after your service term), and you agree that Avius AI is permitted to anonymize Customer Data to use for the aforementioned purposes.

You agree that you will not request any Sensitive Personal Information from End Users through the Avius AI™ Service. You specifically agree not to use the Avius AI™ Service to collect, store, process or transmit any Sensitive Personal Information and will advise End Users of such restriction. You acknowledge that the Avius AI Service is not PCI DSS compliant or HIPAA compatible. In the event that Sensitive Personal Information is submitted to the Avius AI™ Service in violation of these Terms of Service, you shall be solely responsible for such submissions, and you acknowledge that the Avius AI™ Service was not designed nor designated for the processing of Sensitive Personal Information, and that Avius AI™ is not aware of any such usage nor responsible for any additional obligations that may apply to any Sensitive Personal Information.  

44. Avius AI™ Service Additional Restrictions. You agree not to: misrepresent to any party, including End Users, that any content generated by the Avius AI™ Service was performed by a human or is human-generated. You hereby represent and warrant that you will not, nor will you authorize anyone on your behalf to: (a) use the Avius AI™ Service to generate, or upload to the Avius AI™ Service, directly or indirectly, content that expresses or promotes hate, harassment or violence, exploits or harms children, encourages self-harm, presents illegal, sexual, political, harmful, false, deceiving or misleading information, misuses Personal Data, contains malware, unsolicited bulk content, ransomware or viruses; (b) use the Avius AI™ Service to generate spam, to generate content for fraudulent activities, to interfere with Avius AI™ or any third party’s products or services, or for adult content or adult industries; (c) use the Avius AI™ Service to offer financial or other professional advice; (d) use the Avius AI™ Service in a way that infringes, misappropriates or violates any third party rights or inappropriately uses confidential or personal information; or (e) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Avius AI™ Service (except to the extent such restrictions are contrary to Applicable Law).

45. Third Party Integrations. The Avius AI™ Service supports integrations with certain Third-Party Platforms. Your use of such Third-Party Platforms is governed solely by the terms of those platforms. You acknowledge and agree that the availability and performance of certain features will be subject to the availability and performance of such Third-Party-Party Platforms. You may import and export Customer Data between the Avius AI™ Service and certain Third-Party Platforms through supported integrations. In order for the Avius AI™ Service to communicate with such Third-Party Platforms, you may be required to input credentials in order for the Avius AI™ Service to access and receive relevant information from such Third-Party Platforms. By enabling use of the Avius AI™ Service with any Third-Party Platform, you authorize Avius AI™ to access your accounts with such Third-Party Platforms for the purposes described herein. Avius AI™ has no responsibility or liability for any Third-Party Platform, including without limitation with respect to its proper operation, connectivity, security or availability, or how a Third-Party Platform uses or processes Customer Data after it is exported to such Third-Party Platform. Avius AI™ does not provide support for Third–Party Platforms. Avius AI™ does not guarantee that the Avius AI™ Service will maintain integrations with any Third-Party Platform, and Avius AI™ may disable integrations of the Avius AI™ Service with any Third-Party Platform at any time with or without notice to you. Avius AI™ shall not be liable for any failure, disruption, or termination of third-party integrations, including loss of functionality or data, whether due to third-party actions or Avius AI™’s decision to discontinue an integration. Avius AI™ shall not be responsible or liable for any damage or loss by, or in connection with, the use of or reliance on any services, content, or other materials available on or through any Third-Party Platform. You are responsible for verifying the accuracy, legality, and appropriateness of any content generated by the Third-Party Platforms and the Avius AI™ Service.

46. Trial Subscription and Beta Features. Avius AI™ may offer trial subscriptions to additional Avius AI™ Services. If you sign up for a trial subscription to Avius AI™ Services (“Trial Subscription”), then you may use the Avius AI™ Services in accordance with the terms and conditions herein for the trial period set forth in the Service Documentation (“Trial Period”). For the avoidance of doubt, Trial Subscriptions are also subject to these terms. Trial Subscriptions are permitted solely for qualified customers who sign up for the Avius AI™ Services for the first time, so that such customer can determine whether to purchase a paid subscription to the Avius AI™ Services or to upgrade to a service plan that includes the Avius AI™ Services. No payment may be required during the Trial Period. Trial Subscriptions may not include all functionality and features accessible as part of a paid subscription and may be subject to usage limits. If you do not purchase a paid subscription prior to the expiration of the Trial Period, then your right to access and use the Avius AI™ Services will terminate at the end of the Trial Period. Avius AI™ has the right to terminate a Trial Subscription at any time for any reason. 

You may choose to use Beta Features in your sole discretion. Avius AI™ may offer a Beta Feature with or without charge. Avius AI™ reserves the right to start charging and/or modify the pricing for a Beta Feature upon prior notice to you. Avius AI™ retains the right to determine the duration of the Beta Features and may, at any time, without prior notice or liability to you or any third-party, temporarily or permanently discontinue, suspend or modify the Beta Features or decide not to make any Beta Features generally available as part of the Avius AI™ Services. Beta Features are to be used solely for testing, evaluation, and feedback purposes. 

TRIAL SUBSCRIPTIONS AND BETA FEATURES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. YOU AGREE THAT AVIUS AI™ WILL NOT BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY CLAIMS ARISING OUT OF, OR IN CONNECTION WITH TRIAL SUBSCRIPTIONS OR BETA FEATURES. IF SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, AVIUS AI™’S AGGREGATE LIABILITY WITH RESPECT TO TRIAL SUBSCRIPTIONS OR BETA FEATURES SHALL IN NO EVENT EXCEED $1.00. YOU SHALL BE FULLY LIABLE TO AVIUS AI™ FOR ANY DAMAGES AND INDEMNIFICATION OBLIGATIONS ARISING OUT OF OR RELATED TO TRIAL SUBSCRIPTIONS OR BETA FEATURES.

47. Professional Services. Professional Services may be provided in Avius AI™’s sole discretion. In the event Avius AI™ determines that it will provide you with Professional Services, then such Professional Services will be explicitly identified in a Avius AI™ Services Quote and/or executed SOW. Each SOW or Avius AI™ Services Quote shall contain the charges (on a time and materials basis unless otherwise stated in the SOW or Avius AI™ Service Quote) for the applicable Professional Services. Professional Services may be performed by Avius AI™ or by a Avius AI™-authorized partner. Avius AI™ warrants that the Professional Services will be performed in a professional and workmanlike manner and in accordance with these Terms of Service and any applicable SOW or Avius AI Service Quote. Your sole and exclusive remedy for breach of this warranty shall be for Avius AI™ (or the Avius AI™-authorized partner) to re-perform the non-conforming services.  

48. Disclaimer, Restriction of Liability and Indemnification.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AVIUS AI™ SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AS AN AUTOMATED AI-BASED SERVICE. AVIUS AI™ MAKES NO WARRANTIES OR GUARANTEES THAT THE AVIUS AI™ SERVICE WILL ALWAYS PRODUCE ACCURATE, ERROR-FREE, UNBIASED, OR CONTEXTUALLY APPROPRIATE RESPONSES. YOU ACKNOWLEDGE THAT AI-GENERATED OUTPUTS MAY BE UNPREDICTABLE, INCOMPLETE, OR INACCURATE AND THAT HUMAN REVIEW IS REQUIRED BEFORE RELYING ON ANY AVIUS AI™ SERVICE RESPONSE. AVIUS AI™ DISCLAIMS ALL WARRANTIES REGARDING AI-GENERATED CONTENT, INCLUDING ITS LEGALITY, RELIABILITY, AND FITNESS FOR ANY PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AVIUS AI™ SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM ERRONEOUS, MISLEADING, OR INAPPROPRIATE RESPONSES GENERATED BY THE AVIUS AI™ SERVICE, INCLUDING BUT NOT LIMITED TO REGULATORY VIOLATIONS, MISINFORMATION, OR AUTOMATED DECISION-MAKING ERRORS. 

In addition to your indemnification obligations set forth in other Sections of these Terms of Service, you will indemnify, defend and hold harmless Avius AI™, its subsidiaries and affiliates, and their respective officers, directors, employees, licensors, vendors, contractors, agents and resellers, from and against any and all third party (including, without limitation, End Users’) claims, suits, liabilities, demands (including but not limited to third-party subpoenas, government investigations or enforcement actions), losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Customer Data, End User Data, your use of a Third-Party Platform, or breach or alleged breach by you of any your obligations set forth. You will not settle any claim without Avius AI™’s prior written consent.  

49. Avius AI™ Service Termination. Upon any expiration or termination of your Avius AI™ Service-term, you will immediately cease any and all use of and access to the Avius AI™ Service and delete any passwords or access codes and any other Avius AI™ Confidential Information in its possession. You acknowledge that following termination, you will have no further access to any Customer Data input into the Avius AI™ Service, and that Avius AI™ may delete any such data as may have been stored by Avius AI™ at any time. 

50. Definitions:

For purposes of the Terms of Service, the following definitions apply:

“Avius AI™ Service” means Avius AI™’s non-human, proprietary, artificial intelligence-powered Service designed to, among other things, automate customer experience, customer engagement, customer support and technical support. The Avius AI™ Service may help your End Users engage with certain functionalities in a voice or text-assisted manner. The Avius AI™ Service is programmed to provide information and assistance based on available data and predefined algorithms by leveraging natural language processing to interpret and respond to End Users’ requests effectively. To use the Avius AI™ Service, your End Users will have to either speak or write messages to the Avius AI™ Service and will receive audio and text responses, as applicable. 

“Avius AI™ Service Quote” means any quote accepted by you, which details, among other things, the Avius AI™ Services to be purchased. 

“Applicable Law” means all federal, state and local laws, regulations, rules, ordinances, and directives, including but not limited to laws regarding privacy and data subject rights.

“Authorized Users” means your employees and independent contractors working for you or on your behalf for whom access to the Avius AI™ Service has been granted.

“Base Fee” means the base monthly recurring fee paid by you for the Avius AI™ Service and excludes fees associated with add-on features and usage-based charges.

“Beta Features” means pre-release services, features, or functions. 

“Customer Data” means information, material, content, phrases, entries and similar data (including from Third Party Platforms) uploaded to or created in the Avius AI™ Service or transmitted through or stored in the Avius AI™ Service by you, Authorized Users, or any End-User, or otherwise made available, by or for you to or through the Avius AI™ Service. For the avoidance of doubt, Customer Data includes Personal Data and chat and message logs.  

“Customer Assets” means your websites, apps, or other offerings through which you use the Avius AI™ Service to communicate with End Users.

“Documentation” means any usage guides and policies that are provided to you or made accessible online by Avius AI™, as updated from time to time, in connection with the Avius AI™ Service, as updated from time to time by Avius AI™.

“End-Users” means: (i) customers of yours; and (ii) potential customers of yours, and other users of and visitors to a Customer Asset, who interact with or utilize the Avius AI™ Service. 

“End User Data” means any information, data or materials relating to End Users that Avius AI™ receives: (a) directly from an End User; (b) from you; or (c) from a third party authorized by you, which in each case may include Personal Data.  

“Avius AI™ Code” means certain code, APIs, and other code provided by Avius AI™ to you for deployment on Customer Assets.

“Personal Data” means any information that relates to an identifiable individual.

“Planned Network Maintenance” means normal maintenance scheduled for the upgrade of Avius AI™’s network and platform used to deliver the Avius AI™ Service to you. Scheduled Maintenance may occur at any time during our maintenance window of 12:00AM – 6:00AM CT. 

“Professional Services” means support services, implementation services and professional services provided by Avius AI™ to you pursuant to a Avius AI™ Services Quote or SOW.

“Sensitive Personal Information” includes, but is not limited to: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (ii) Social Security numbers; (iii) biometric data, including voice prints; (iv) protected health information regulated by the Health Insurance Portability and Accountability Act, P.L. 104-191, as amended (“HIPAA”); (v) geolocation data; and (vi) any other personally identifiable information that, if disclosed, could result in identity theft, financial loss, or other harm to an individual.

“SOW” means a document governed by these Terms of Service describing any Professional Services.

“Third-Party Platform(s)” means any software, data sources or other products or services separately accessed by you and not purchased from or provided by Avius AI™ that are integrated with or otherwise accessible through the Avius AI Service.

“Urgent Network Maintenance” means Avius AI™’s efforts to correct network conditions that are likely to cause service outages or severe network performance degradation impacting multiple customers and requiring immediate action. Urgent Maintenance may degrade the quality of the Service including possible outages. Avius AI™’s policy is to notify you with as much advance notice as possible under the circumstance prior to performing such maintenance. 

51. Communications and Contact Information

All notices to a party shall be in writing and shall be made via email. Notices to Avius AI™ must be sent to Hello@AviusAI.com. You agree to allow us to submit notices to you either through the email address you provided when registering, or to any address we have on record.  Notices are effective on receipt.

Avius AI™ may contact you regarding these Terms using any information you provide, or by any other means if you do not provide contact Information. If you no longer wish to receive communications from Avius AI™, you can click on the “unsubscribe link” provided in such communications or contact us at Hello@AviusAI.com.

When you create a Avius AI™ Account, you must designate a primary email address that will be used for receiving electronic communication related to these Terms. Avius AI™ will never send you an email requesting confidential information such as account numbers, usernames, or passwords, and you should never respond to any email requesting such information. If you receive such an email purportedly from Avius AI™, do not respond to the email and notify Avius AI™ by emailing us at Hello@AviusAI.com

For all other feedback, comments, requests, and other communications relating to the Avius AI™ or the Terms, please contact us at or by mail at:

Avius AI™, LLC. /ATTN: Legal Department

1507 Andaman St
Sun Prairie, WI 53590-3003
United States of America