Terms of Service

1. Acceptance of Terms and Scope

These Terms of Service (“Terms”) govern your access to and use of (a) the actAVA AI website located at actava.ai and any related actAVA AI marketing, informational, or self-serve web properties (collectively, the “Site”), and (b) self-serve access to the AVA Cura model services described in Section 9 (the “AVA Cura Services,” and together with the Site, the “Services”). actAVA AI, Inc., a Delaware corporation (“actAVA AI,” “Company,” “we,” “us,” or “our”), provides the Services to you (“User” or “you”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

1.1 Scope; Relationship to Other Agreements

These Terms govern your use of the Site and, unless superseded as described below, your self-serve use of the AVA Cura Services. They do not govern access to or use of the actAVA AI enterprise platform, including the KORA platform (BLUE, RED, GREEN), Pulse, or enterprise deployments of the AVA Cura Services (collectively, the “Platform”), which are governed by separate agreements, including a Master Services Agreement (“MSA”), Order Form, Business Associate Agreement (“BAA”), Data Processing Addendum (“DPA”), and Service Level Agreement (“SLA”).

Order of precedence. In the event of any conflict between these Terms and a customer’s executed agreement with actAVA AI covering the Platform or the AVA Cura Services, the executed agreement controls with respect to the products and services covered by it. Nothing in these Terms creates obligations of, or limits the rights of, actAVA AI or any customer with respect to the Platform.

2. Description of the Site

The Site provides marketing information, product descriptions, technical documentation, blog content, gated resources (such as whitepapers and recorded demos), contact and demo request forms, self-serve registration for the AVA Cura Services, and similar functionality. We may modify, suspend, or discontinue any part of the Site at any time, with or without notice.

Information on the Site is provided for general informational purposes only. The Site does not, and is not intended to, provide medical, legal, financial, regulatory, or other professional advice.

3. Eligibility and Authority

• You must be at least 18 years of age to use the Services.
• If you use the Services on behalf of an organization, you represent and warrant that you have authority to do so and to bind that organization to these Terms. References to “you” include such organization.
• You are responsible for ensuring that any information you submit through the Services (including via forms, registrations, or account settings) is accurate and complete.
• Access to the Platform is governed exclusively by the MSA and related agreements.

4. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any aspect of the Services.
• Attempt to gain unauthorized access to the Services, our systems, or networks, or to any data not intended for you.
• Probe, scan, or test the vulnerability of the Services or any related infrastructure, except pursuant to a written authorization from us (e.g., under a published responsible-disclosure or bug-bounty policy).
• Transmit malware, viruses, ransomware, or other harmful code through the Services, including through forms or file uploads.
• Use the Services to generate, upload, or distribute content that is illegal, harmful, defamatory, harassing, or that infringes on or misappropriates third-party rights.
• Resell, redistribute, frame, or mirror the Services or their content without our prior written consent.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Submit Protected Health Information, payment card data, government-issued identifiers, export-controlled data, or other regulated data through the Site (see Section 7).

Additional restrictions that apply specifically to the AVA Cura Services are set out in Section 13.

4.1 Automated Access, Scraping, and AI Training

The following are expressly prohibited without our prior written consent:

• Automated access to the Site, including scraping, crawling, harvesting, or use of bots, except as expressly permitted by our robots.txt and applicable law.
• Use of any portion of the Site or its content to train, fine-tune, evaluate, benchmark, or otherwise develop any artificial intelligence or machine learning model, dataset, or service, including any model that competes with or is intended to replicate actAVA AI products or services.
• Bypassing, disabling, or interfering with rate limits, security features, access controls, or technical measures protecting the Services.

Reservation of Rights for Text and Data Mining. actAVA AI expressly reserves all rights to use the Site and its contents for text and data mining and AI training, and opts out of any text and data mining or training exception or limitation under applicable law (including Article 4 of EU Directive 2019/790). This Section operates as an effective machine-readable reservation of rights for purposes of such laws.

5. Intellectual Property

All content, software, designs, graphics, text, documentation, machine learning models (including model weights, architectures, and training methods), and other materials provided through the Services (“actAVA Materials”), and all trademarks, service marks, logos, and trade dress appearing on the Services, are owned by actAVA AI or its licensors and are protected by intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services and actAVA Materials as intended through the interfaces we provide. No other rights are granted, by implication or otherwise, and use of the Services does not grant you any rights or license to any Intellectual Property Rights of actAVA AI or its licensors beyond the limited extent necessary to use the Services.

5.1 Trademarks

“actAVA,” “actAVA AI,” “AVA Cura,” “KORA,” “BLUE,” “RED,” “GREEN,” “CHRYSO,” “Pulse,” and related logos are trademarks of actAVA AI. You may not use these marks without our prior written consent, except as permitted by applicable fair-use doctrines (such as factual reference to our products in non-misleading contexts).

5.2 Feedback

If you submit comments, suggestions, ideas, or other feedback regarding the Services or our products (“Feedback”), you acknowledge that Feedback is non-confidential, and you grant actAVA AI a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate the Feedback for any purpose without compensation or attribution. We will not use Feedback in any manner that publicly identifies you without your consent.

5.3 User Submissions

You retain ownership of information you voluntarily submit to the Site (such as contact form details and resource-download registrations). You grant actAVA AI a non-exclusive, worldwide, royalty-free license to use such submissions for the purpose of responding to you, providing requested resources, and operating the Site, in accordance with our Privacy Policy. Content you submit to or generate through the AVA Cura Services is addressed in Sections 11 and 12.

6. Privacy

Our collection and use of personal information through the Services is governed by our Privacy Policy, which is incorporated into these Terms by reference.

7. No Submission of PHI or Regulated Data

The Site and the self-serve AVA Cura Services are not intended for the submission of Protected Health Information (“PHI”) or other regulated data. Do not submit PHI, payment card information, Social Security numbers, or other sensitive regulated data through the Site (including via contact forms, demo requests, or email links) or to the AVA Cura Services, unless you are doing so under an executed BAA that expressly covers that environment.

PHI is processed only through the Platform, or through AVA Cura Service environments expressly covered by an executed BAA. If you mistakenly submit PHI outside of such an environment, contact us immediately at compliance@actava.ai so we can take appropriate steps to delete or secure the information.

8. AI Features on the Site

The Site may include AI-powered features, such as informational chatbots, content generators, search assistants, or interactive demonstrations (“Site AI Features”). You acknowledge and agree that:

• Site AI Features are provided for illustrative and informational purposes only and are not a substitute for professional advice or for the actAVA AI Platform.
• Outputs of Site AI Features may be inaccurate, incomplete, outdated, or fabricated. You should not rely on any output for medical, clinical, legal, financial, regulatory, or other consequential decisions.
• No physician-patient, attorney-client, or other professional relationship is created through your use of the Site or any Site AI Features.
• You will not use Site AI Features to generate content that is illegal, harmful, infringing, or in violation of these Terms.
• Site AI Features are not medical devices, are not FDA-cleared, and are not intended for the diagnosis, treatment, cure, mitigation, or prevention of any disease.

9. The AVA Cura Model Services

9.1 Nature and Scope

The AVA Cura Services provide access to AVA Cura, actAVA AI’s family of healthcare-focused artificial intelligence models, through APIs, developer tools, playgrounds, and other interfaces we make available. The AVA Cura Services use machine learning models to process text, files, instructions (prompts), and other data that you submit (“Input”) and to generate text, information, suggestions, and other results (“Output”; Input and Output, collectively, “Content”). The AVA Cura Services may select among, route requests to, or coordinate multiple models — including successor model versions and, where disclosed, models or infrastructure operated by third parties — to generate Output. We may add, update, deprecate, or replace models and model versions from time to time; Output may vary in style, quality, and accuracy across models and versions.

9.2 No Guarantee of Output

Output is generated by probabilistic machine learning systems and is not guaranteed in any respect, including with regard to accuracy, completeness, timeliness, consistency, fitness for a particular purpose, or compliance with any law, regulation, standard, guideline, or other requirement. Output may include false, incomplete, misleading, biased, or outdated information, and may not reflect the most current medical, regulatory, or scientific knowledge. You must independently review and verify the accuracy and appropriateness of Output before using, publishing, or relying on it, and you agree that all use of Output is at your own judgment, risk, and responsibility.

9.3 Not Professional or Medical Advice; Clinical Use

• The AVA Cura Services are not intended to provide professional advice, including without limitation medical, clinical, legal, investment, or tax advice. Consult a qualified professional and verify primary sources as needed.
• The AVA Cura Services are not medical devices, are not FDA-cleared or FDA-approved, and are not intended for the diagnosis, treatment, cure, mitigation, or prevention of any disease.
• Any use of Output in a clinical, coverage, eligibility, or other professional healthcare context requires the meaningful involvement and independent judgment of an appropriately licensed or qualified professional. Output must not be used as the sole basis for any decision that affects patient care, coverage, or eligibility.
• No physician-patient or other professional relationship is created through your use of the AVA Cura Services.

9.4 Availability; Supported Regions

The self-serve AVA Cura Services may experience maintenance windows, outages, capacity limitations, or degraded performance, including due to third-party infrastructure or upstream providers. We make no guarantees regarding availability, uptime, or response times for the self-serve AVA Cura Services; service levels, where offered, are set out exclusively in an executed SLA. The AVA Cura Services may not be available in all countries or regions, and we may use technical means, including IP address controls, to restrict access from jurisdictions where we do not offer them.

10. Accounts, API Keys, and Credentials

• You are responsible for safeguarding the account credentials, API keys, tokens, and other authentication methods issued for your use of the Services (“Credentials”), and for all activity occurring under them.
• You may not disclose, share, sell, lend, or transfer your Credentials to any third party, except to your own personnel or contractors who are authorized to act on your behalf and bound by obligations at least as protective as these Terms.
• Any use of the Services through your Credentials will be deemed use by you.
• If you become aware of, or suspect, any loss, theft, or unauthorized use of your Credentials, you must notify us promptly at compliance@actava.ai and rotate the affected Credentials.
• Except to the extent caused by our willful misconduct or gross negligence, we are not liable for losses arising from unauthorized use of your Credentials.

11. Your Content: Input and Output

11.1 Ownership

As between you and actAVA AI, and to the extent permitted by applicable law, you retain all right, title, and interest in and to your Input, and actAVA AI assigns to you all of its right, title, and interest, if any, in and to Output generated for you by the AVA Cura Services, subject to your compliance with these Terms. Due to the nature of machine learning, Output may not be unique, and the AVA Cura Services may generate the same or similar output for other users; nothing in these Terms restricts other users’ rights in independently generated output.

11.2 License to actAVA AI

You grant actAVA AI a worldwide, non-exclusive, royalty-free license to host, reproduce, process, transmit, and display your Content solely to the extent necessary to (a) provide, maintain, secure, and operate the Services; (b) prevent fraud, abuse, and security threats; (c) comply with applicable law; and (d) enforce these Terms and our policies. Any use of Content for model training is governed exclusively by Section 12 and requires your explicit written opt-in. You agree not to assert, and to cause relevant rights holders not to assert, moral rights in Content against actAVA AI to the extent necessary for the uses permitted by this Section.

11.3 Your Representations

You represent and warrant that you have all rights, licenses, consents, and lawful authority necessary to submit your Input to the Services and to grant the license above, and that your Input and your use of Output do not and will not violate applicable law or infringe or misappropriate the rights of any third party (including intellectual property, privacy, and publicity rights).

11.4 Zero Retention; Backups

• Zero retention of prompts and completions. Prompt and completion bodies submitted to or generated by the AVA Cura Services are processed transiently to generate Output and are not persisted to storage. We retain only operational metadata (such as timestamps, token counts, model identifiers, latency, and error codes), which does not include prompt or completion content.
• Because we do not store Content, the AVA Cura Services are not a system of record, and we cannot retrieve or recover past Input or Output for you. You are solely responsible for capturing and retaining any Content you need to preserve.
• Content you separately and expressly provide to us — for example, under a written training opt-in (Section 12.2) or in a support request — is retained and deleted as described in our Privacy Policy, and we may delete it at any time for technical, operational, security, or legal-compliance reasons.
• To the extent permitted by applicable law, security and audit logs, legally required records, and other metadata may persist as described in our Privacy Policy. Deletion of Content you expressly provided to us does not affect models trained on Content you previously contributed under a written training opt-in.

12. Use of Content; Model Training

12.1 How We Use Content

We use and handle Content only for the following purposes:

• Providing, maintaining, securing, and operating the Services;
• Preventing unauthorized use, fraud, and abuse, and investigating suspected violations of these Terms or our usage policies;
• Complying with applicable law and enforcing our terms and policies; and
• Improving and training AVA Cura models — only for Content you have contributed under an explicit written opt-in, as described below.

We may engage vetted subprocessors to assist with the foregoing, under written agreements imposing confidentiality and data protection obligations, as described in our Privacy Policy.

12.2 No Training; Explicit Written Opt-In

We do not train on customer prompts or completions, and no API traffic is used for model improvement. The only exception is Content you contribute under an explicit written opt-in (such as a signed data-contribution agreement) that identifies the specific workspaces, projects, or API keys covered. A written opt-in may be withdrawn at any time with prospective effect. Protected Health Information is excluded from any training pathway, with no exceptions.

Irreversibility of prior training. If you withdraw a training opt-in, we will stop using your Content for training going forward. However, the effects of training that has already occurred — such as adjustments to model weights — may not be technically reversible, and we are not obligated to retrain or roll back models that were trained while your opt-in was in effect.

12.3 Human Review

Because prompt and completion bodies are not persisted (Section 11.4), we cannot and do not review your API traffic after the fact. Limited, authorized personnel (or vetted contractors bound by confidentiality obligations) may review Content only where we actually hold it: (a) Content you contribute under a written training opt-in (Section 12.2); (b) Content you include in a bug report, feedback, or support request; or (c) Content we hold that we are required by law to review or disclose. Trust-and-safety enforcement otherwise relies on automated, real-time classification and operational metadata. Access to Content for human review is restricted, logged, and limited to what is necessary for the applicable purpose. When Content is reviewed, it may not be possible to fully exclude personal or confidential information contained within it from that review, so do not submit information you are not authorized to share (see Sections 7 and 13).

13. Prohibited Uses of the AVA Cura Services

In addition to the restrictions in Section 4, when using the AVA Cura Services or Content you must not:

• Use the AVA Cura Services or Output to train, fine-tune, distill, or otherwise develop any machine learning model that competes with actAVA AI, or systematically extract data, weights, embeddings, or model behavior for that purpose;
• Reverse engineer, decompile, probe, or attempt to extract or reconstruct the models, model weights, system prompts, safety systems, or other non-public components of the AVA Cura Services;
• Bypass, disable, or interfere with rate limits, safety measures, content filters, or use restrictions, or attempt to elicit Output that violates these Terms or our usage policies (including so-called “jailbreaking”);
• Place excessive load on the AVA Cura Services, engage in unauthorized access, or interfere with their operation;
• Submit PHI or other regulated data outside of an environment covered by an executed BAA (see Section 7), or submit personal, confidential, or proprietary information of any third party without lawful authority to do so (including without limitation “doxxing”);
• Use the AVA Cura Services to make, or as the sole basis for, decisions that produce legal or similarly significant effects on individuals — including clinical, coverage, eligibility, employment, or credit decisions — without meaningful review by a qualified human;
• Use the AVA Cura Services to provide professional services that require a license, qualification, or permit, unless an appropriately licensed or qualified person is meaningfully involved;
• Publish, distribute, or disseminate Output in consequential contexts without reviewing it and independently confirming its accuracy;
• Misrepresent Output as human-generated where doing so is deceptive, or fail to disclose that content is AI-generated where disclosure is required by applicable law;
• Use the AVA Cura Services for impersonation, fraud, spam, or deception, or to generate content that is illegal, harmful, or infringing; or
• Use the AVA Cura Services to develop or provide a product or service that competes with the Services, or violate any usage policies we publish for the AVA Cura Services.

We may suspend or restrict your access to the AVA Cura Services, terminate these Terms as to you, or take other necessary measures, with or without prior notice, if we reasonably determine that you have violated, or are likely to violate, this Section.

14. Fees, Credits, and Payment

14.1 Fees and Credits

Paid tiers of the AVA Cura Services are billed on a usage basis, a subscription basis, or through prepaid credits (“Credits”), in each case at the rates presented to you at the time of purchase on the Site or in an applicable order form. We may change our prices at any time; price changes apply prospectively to purchases and usage occurring after we post or notify you of the updated pricing. Fees are exclusive of taxes, which you are responsible for, other than taxes on our net income.

Credits are not legal tender, stored value, or a currency equivalent; they have no cash value, may be used only with the account to which they are issued, and may not be transferred, sold, or exchanged. Any expiration period applicable to Credits will be disclosed at the time of purchase. Except to the limited extent required by applicable law, all fees and Credits are non-refundable.

14.2 Payment Processing

Payments are processed through third-party payment service providers designated by us (“Payment Processors”). We do not collect or store your full payment card information. Except to the extent caused by our willful misconduct or gross negligence, we are not liable for failures, delays, or errors arising from payment processing performed by Payment Processors.

15. Confidentiality

In connection with the Services, we may make available non-public information that is designated as confidential or that reasonably should be understood to be confidential, such as non-public product roadmaps, beta or preview features, security documentation, and non-public pricing (“Confidential Information”). Confidential Information does not include information that (a) you already lawfully possessed without a duty of confidentiality, (b) you independently developed without use of Confidential Information, (c) is or becomes publicly available through no fault of yours, or (d) is lawfully disclosed to you by a third party without a duty of confidentiality.

You agree to use Confidential Information only in connection with your permitted use of the Services, to protect it using at least reasonable care, and not to disclose it to any third party without our prior written consent, except to the extent required by law (with prompt notice to us where legally permitted). Upon termination of these Terms or upon our request, you will delete or destroy Confidential Information in your possession or control, except as retention is required by law. The obligations in this Section survive for three (3) years after termination of these Terms. Content you provide to the Services is handled in accordance with Sections 11 and 12 and our Privacy Policy, not this Section.

16. Linking, Third-Party Content, and Third-Party Services

You may link to the Site from your own website provided that the link does not falsely imply sponsorship, endorsement, affiliation, or approval by actAVA AI; does not frame the Site or any portion of it; and does not present the Site in a misleading, derogatory, or otherwise objectionable manner. We reserve the right to revoke linking permission at any time.

The Services may contain links to, or interoperate with, third-party websites, content, APIs, models, or services. We do not control and are not responsible for third-party websites, content, or services, which are governed solely by the applicable third party’s terms. Your use of third-party services is at your own risk.

17. Copyright Complaints (DMCA)

We respect intellectual property rights and respond to clear notices of alleged copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”). If you believe content available through the Services infringes your copyright, please send a written notice to our designated agent containing:

• Your physical or electronic signature.
• Identification of the copyrighted work claimed to be infringed.
• Identification of the allegedly infringing material and information sufficient to locate it.
• Your contact information (address, telephone, email).
• A statement of good-faith belief that the use is unauthorized.
• A statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the rights holder.

Designated Agent: actAVA AI Copyright Agent, 4695 Chabot Drive, Suite 200, Pleasanton, CA 94588 — legal@actava.ai

We may remove or disable access to allegedly infringing material and may terminate access for repeat infringers in appropriate circumstances.

18. Disclaimer of Warranties

THE SERVICES AND ALL ACTAVA MATERIALS AND OUTPUT (INCLUDING ANY OUTPUTS OF SITE AI FEATURES AND THE AVA CURA SERVICES) ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE; THAT OUTPUT WILL BE FREE OF INAPPROPRIATE, BIASED, OR ERRONEOUS CONTENT; OR THAT THE SERVICES OR OUTPUT COMPLY WITH ANY LAW OR REGULATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ACTAVA AI OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SERVICES, YOUR USE OF ANY OUTPUT, OR THE LOSS OR DELETION OF ANY CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO ACTAVA AI FOR THE AVA CURA SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED US DOLLARS (US$100). THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation may not apply to you. Nothing in this Section limits liability for a party’s willful misconduct, gross negligence, or infringement or misappropriation of the other party’s intellectual property rights, or any liability that cannot be limited under applicable law.

Platform liability is separate. Limitations of liability applicable to the Platform are set forth in the MSA and other applicable agreements, not in these Terms.

20. Indemnification

You agree to defend, indemnify, and hold harmless actAVA AI and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Your breach of these Terms;
• Your violation of any applicable law or regulation;
• Your infringement or misappropriation of any third-party right through your use of the Services, your Input, your use of Output, or your submissions to the Site; or
• Your submission of PHI or other regulated data in violation of Section 7.

We will provide you with prompt notice of any such claim and reasonable cooperation, at your expense. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with our defense.

21. Suspension and Termination

You may stop using the Services, and close any self-serve account, at any time through the account closure process provided within the Services. We may suspend or terminate your access to the Services at any time, with or without notice, for any reason, including for violation of these Terms. Where practicable and lawful, we will endeavor to provide advance notice of termination that is not for cause, but advance notice is not required in emergencies, for security reasons, or where legally constrained.

Upon termination, your right to access and use the Services immediately ceases, and we may delete Content associated with your account as described in Section 11.4. Sections that by their nature should survive termination will survive, including Sections 4 (Acceptable Use), 5 (Intellectual Property), 11 (Your Content), 12 (Use of Content; Model Training), 13 (Prohibited Uses), 14 (Fees, Credits, and Payment), 15 (Confidentiality), 18 (Disclaimer of Warranties), 19 (Limitation of Liability), 20 (Indemnification), 22 (Governing Law and Dispute Resolution), and 24 (General).

22. Governing Law and Dispute Resolution

Governing Law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Forum and Venue. Any action or proceeding arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and you consent to the personal jurisdiction of those courts and waive any objection to venue.

Class Action Waiver. To the maximum extent permitted by law, you and actAVA AI agree that any dispute will be brought only in your or our individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Time Limitation. Any cause of action arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues; otherwise, it is permanently barred.

23. Modifications to These Terms

We may update these Terms from time to time. Material changes will be communicated by posting the revised Terms on the Site and updating the “Last Updated” date, and where appropriate by in-product notice or email at least 30 days in advance of the Effective Date. Your continued use of the Services after the Effective Date of revised Terms constitutes your acceptance of those revised Terms. If you do not agree, you must stop using the Services and may close your account.

24. General

• Entire Agreement. These Terms, together with the Privacy Policy, any usage policies we publish for the AVA Cura Services, and any other documents incorporated by reference, constitute the entire agreement between you and actAVA AI regarding the Services, and supersede any prior agreements regarding the Services.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent, and the remaining provisions will continue in full force and effect.
• No Waiver. Our failure to enforce any provision is not a waiver of our right to do so later. Any waiver must be in writing and signed by us to be effective.
• Assignment. You may not assign or transfer these Terms, or any rights or obligations under them, without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets, in which case your Content may be transferred as part of that transaction subject to the Privacy Policy.
• No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.
• Force Majeure. We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control, including natural disasters, power or telecommunications failures, failures of third-party services, changes in law, epidemics, or acts of government.
• Trade and Export Compliance. You agree to comply with all applicable trade laws, including export control and economic sanctions regulations. You may not use, access, export, or re-export the Services, directly or indirectly, in or to any country or territory subject to comprehensive US sanctions, or to or for any person or entity on applicable restricted-party lists (including the U.S. Treasury’s Specially Designated Nationals list and the U.S. Commerce Department’s Denied Persons and Entity Lists), or for any end use prohibited under applicable trade laws. You must not submit any Content that is subject to export restrictions or requires government authorization for disclosure or transfer. You represent that neither you nor anyone using the Services on your behalf is located in a restricted jurisdiction or designated on any such list.
• Electronic Communications. You consent to receive communications from us electronically, and you agree that all agreements, notices, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.
• Headings. Headings are for convenience only and do not affect interpretation.

25. Contact Information

For questions about these Terms, contact: