AVA VOICE LABS — TERMS OF SERVICE

THIS AGREEMENT CONTAINS A BINDING CLASS ACTION AND JURY TRIAL WAIVER IN SECTION 17 BELOW THAT IS APPLICABLE TO YOU AND US.

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These Terms of Service (the “Terms” or this “Agreement”) are an agreement between AVA Voice Labs, Inc., a Delaware corporation with its principal place of business at 251 Little Falls Drive, Wilmington, New Castle County, DE 19808 (“AVA,” “we,” “us,” or “our”), and the person or entity (natural or legal) accessing or using the Site or the Services (“you,” “your,” “Client,” or “Customer”). These Terms govern your use of the website at www.thanksava.com (the “Site”) and AVA’s AI voice agent products, professional services, and any related services made available by AVA (collectively, the “Services”). Your use of the Site and Services is conditioned on your acceptance, without modification, of the terms, conditions, and notices contained herein, including AVA’s Privacy Policy, as amended from time to time.

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If you are accessing or using the Site or the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to this Agreement, and the term “you” includes both you individually and that organization. By signing an Order Form or Proposal that references this Agreement, accessing the Site, or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

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If you do not agree to these Terms, or if your jurisdiction will not honor them, do not use the Site or the Services. Persons under the age of 18 are not authorized to use the Services.

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1. OUR SERVICES

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1.1 Cloud Services

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AVA operates a software platform that provides AI-powered voice agents capable of answering, routing, and resolving inbound and outbound phone calls on behalf of businesses. The Services may include, without limitation: automated call handling and routing, natural-language conversation, after-hours and overflow call coverage, lead capture and qualification, intent recognition, integrations with customer relationship management (“CRM”) and other business systems, call recording and transcription, analytics, and a customer-facing administrative dashboard.

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1.2 Professional Services

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Beyond the standard Services, AVA may offer customized professional services, including configuration, implementation, integration development, training, and ongoing optimization, tailored to your specific use case. The scope, fees, and timeline for any professional services will be set forth in an Order Form, Proposal, or Statement of Work executed by both parties.

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1.3 Order Forms and Proposals

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“Order Form” means any proposal, statement of work, order form, scope of work, service order, or similar document executed by both parties (whether by signature, electronic acceptance, or other means agreed to by AVA) that references this Agreement and specifies the particular Services to be provided, the fees, the Subscription Term, and any deal-specific terms (including special provisions, waivers, payment schedules, or termination rights).

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1.4 Service Modifications

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AVA may modify, update, or discontinue features of the Services at any time. AVA will provide reasonable advance notice of material changes that may adversely affect your use of the Services.

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2. PAYMENT TERMS

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2.1 Fees

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You agree to pay all fees set forth in the applicable Order Form. Unless an Order Form provides otherwise: (a) recurring fees are billed monthly in advance; (b) one-time fees (such as setup, onboarding, integration, or implementation fees) are due upon execution of the Order Form; and (c) all fees are stated in U.S. dollars and are exclusive of all taxes, levies, or duties imposed by taxing authorities.

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2.2 Subscription Term, Start Date, and Renewal

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The “Subscription Term” is the initial term specified in your Order Form. If the Order Form is silent on term length, the default Subscription Term is twelve (12) months. The Subscription Term begins on the “Term Start Date” specified in the Order Form, or, if no Term Start Date is specified, on the date of the last signature on the Order Form. Unless the Order Form specifies otherwise, each Subscription Term will automatically renew for successive periods equal to the initial term (each, a “Renewal Term”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

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2.2.1 Service Go-Live

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AVA shall use commercially reasonable efforts to make the Services available for production use (“Service Go-Live”) within thirty (30) days following the Term Start Date, subject to integration complexity and timely Customer cooperation, including provision of system access, designated contacts, and required configuration inputs. Recurring fees begin to accrue on the Term Start Date regardless of Service Go-Live, unless the Order Form expressly provides otherwise.

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2.3 Payment Method

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Upon executing an Order Form, you will provide AVA with a valid payment method (credit card, ACH, or other method accepted by AVA) and accurate billing information. You authorize AVA (and any billing agent acting on AVA’s behalf) to charge the payment method on file for all fees described in the Order Form, and to continue attempting to charge or place holds on that payment method until amounts are paid in full. You are responsible for keeping your payment information current.

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2.4 Invoicing and Late Payment

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AVA may issue invoices in any format AVA determines. Unless an Order Form provides otherwise, invoiced amounts are due within fifteen (15) days of the invoice date. If an automatic payment fails, AVA will issue an invoice with a fourteen (14)-day due date, after which a seven (7)-day grace period will apply. AVA reserves the right to suspend or terminate the Services if payment is not received within this grace period. For amounts not paid by the due date, AVA may charge, and you agree to pay, a late payment fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law. If your account is referred to a third party for collection, you will be responsible for all reasonable collection costs, including attorneys’ fees and court costs.

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2.5 No Refunds

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All fees are non-refundable except as expressly provided in this Agreement, an Order Form, or as required by applicable law. Termination of the Services does not relieve you of your obligation to pay any fees that have accrued prior to the effective date of termination.

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2.6 Pricing Changes

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AVA may change its standard rates by posting updated pricing on the Site. New rates apply to your next Renewal Term and will not modify pricing committed in a current Order Form. AVA will provide at least thirty (30) days’ advance notice of any material increase to your Renewal Term pricing.

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2.7 Usage Overages

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If your usage exceeds any volume limits, allowances, or thresholds specified in your Order Form, AVA may invoice you for the overages at the rates set forth in the Order Form, or at AVA’s then-current standard rates if the Order Form is silent.

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3. CUSTOMER RESPONSIBILITIES

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You are solely responsible for: (a) your use of the Services; (b) all content, data, prompts, scripts, recordings, phone numbers, contact lists, and other inputs you provide to the Services (“Customer Data”); (c) compliance of your use of the Services with all applicable laws and regulations, including without limitation those governing telecommunications, marketing, recording, privacy, and consumer protection; (d) maintaining the confidentiality of your account credentials and all activity under your account; (e) obtaining and maintaining all necessary consents and authorizations from end users (including callers and call recipients); (f) the accuracy and legality of business information, scripts, and disclosures used by your AI voice agent; and (g) selecting and configuring the Services in a manner suitable for your specific business and regulatory environment.

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4. ACCEPTABLE USE POLICY

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4.1 General

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AVA’s Acceptable Use Policy is an integral part of this Agreement and is designed to prevent fraud, abuse, and unlawful use of the Services and to protect the integrity of all related systems for the benefit of all customers. Any use of the Services that disrupts or attempts to disrupt the integrity of any AVA system, vendor system, or third-party network is strictly prohibited and may result in immediate suspension or termination of the Services.

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You agree that you will not use the Services in any way that violates applicable laws, infringes the rights of others, interferes with users or equipment of the Services, or is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or constitutes any similar conduct. AVA reserves the right to immediately terminate the Services if AVA determines, in its sole discretion, that you have used the Services for any unlawful purpose, including violation of AVA’s Know-Your-Customer requirements.

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4.2 Telemarketing and Calling Compliance

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You must not use the Services in violation of laws governing the making and sending of calls or text messages. Relevant laws and regulations include, without limitation: the Telephone Consumer Protection Act (“TCPA”) and the rules promulgated by the Federal Communications Commission thereunder; the Telemarketing and Consumer Fraud and Abuse Prevention Act; the Federal Trade Commission Act; the FTC Telemarketing Sales Rule (the “TSR”); the federal Do-Not-Call Registry; state telemarketing laws; and federal and state anti-wiretapping, two-party-consent, and eavesdropping laws.

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Among other things, these laws may require you to:

• Obtain prior express consent (and, in some cases, prior express written consent) from the called party before placing auto-dialed, prerecorded, or AI-generated calls or texts;
• Document and preserve proof of the required level of consent for each consumer you contact, for at least the minimum retention period required by the applicable law and in any event for no fewer than five (5) years;
• Refrain from altering caller-ID information transmitted with a call or text with the intent to defraud, cause harm, or wrongfully obtain anything of value;
• Provide an automated, interactive opt-out mechanism at the outset of prerecorded or AI-generated voice messages;
• Disclose at the beginning of the call that the caller is an AI voice (as required under FCC rules and certain state laws);
• Notify parties to a call that the call is being recorded, and in some jurisdictions obtain prior express consent before recording, including disclosure of the use of third-party vendors for call analytics or recording storage;
• Refrain from making telemarketing calls before 8:00 a.m. or after 9:00 p.m. local time at the called party’s location; and
• Refrain from calling any number on the federal, state, or your organization-specific do-not-call registry.

If you use the Services for outbound calling, you must scrub phone numbers against all applicable Do-Not-Call lists no less frequently than every thirty-one (31) days. AVA reserves the right to audit your use of the Services to confirm your compliance.

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4.3 Fraud, Identity, and Rights of Publicity

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You shall not use the Services to offer fraudulent goods, services, schemes, or promotions, or for phishing, pharming, smishing, vishing, harvesting, or similar deceptive practices. Providing altered, deceptive, or false information about the sender’s identity or a call’s origin is expressly prohibited.

You shall use only AI voices, voice clones, or vocal likenesses for which you hold all necessary rights, licenses, and consents under applicable law. You must not use the voice of any real person (or a voice that is deceptively similar to a real person’s voice) without that person’s express written consent, and you must not use any real person’s voice (or a deceptively similar voice) for any purpose that person has not authorized. You assume all risk and liability arising from any unauthorized use of voices or vocal likenesses through the Services.

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4.4 Prohibited Use Cases

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You shall not use the Services in any of the following high-risk or prohibited contexts: (a) emergency or life-safety services, including 911 or any equivalent emergency dispatch; (b) medical diagnosis, medical advice, or any service requiring a licensed medical professional; (c) legal advice or any service requiring a licensed attorney; (d) operation of vehicles, aircraft, weapons systems, nuclear facilities, or other safety-critical systems; (e) impersonation of any individual, government official, or organization in a deceptive manner; or (f) any activity that violates applicable consumer protection, anti-discrimination, or human-rights laws.

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5. INDEMNIFICATION

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5.1 Customer Indemnification

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You agree to defend, indemnify, and hold harmless AVA, its affiliates, and its officers, directors, employees, agents, contractors, and licensors from and against any and all third-party claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) your use of or inability to use the Site or the Services; (b) your Customer Data, scripts, prompts, voice configurations, or content; (c) your violation of this Agreement, including the Acceptable Use Policy; (d) your violation of any applicable laws, rules, or regulations (including the TCPA, TSR, state telemarketing or call-recording statutes, privacy laws, and consumer protection laws); (e) your violation of any third-party rights, including rights of publicity or privacy; or (f) any communication, recording, or interaction you initiate or facilitate using the Services. AVA reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you shall fully cooperate.

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5.2 AVA Indemnification

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AVA shall defend you against any third-party claim that the Services, as provided by AVA and used in accordance with this Agreement, infringe or misappropriate such third party’s U.S. patent, copyright, or trade-secret rights, and AVA will pay damages finally awarded against you (or settlement amounts agreed to by AVA) in connection with such claim, provided that you (a) promptly notify AVA in writing, (b) give AVA sole control of the defense and settlement, and (c) provide reasonable cooperation. AVA shall have no obligation under this Section to the extent the alleged infringement arises from: (i) modifications to the Services not made by AVA; (ii) combination of the Services with products, data, scripts, voices, or processes not provided by AVA; (iii) your use of the Services in breach of this Agreement; or (iv) your continued use of an outdated version of the Services where use of a newer version would have avoided the claim. This indemnity is your exclusive remedy and AVA’s sole liability for any third-party intellectual-property claim, and it is subject to the limitations of liability in Section 9.

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6. WARRANTY DISCLAIMER

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THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AVA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY SIMILAR WARRANTY, WHETHER ARISING UNDER ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF. AVA MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE FREE OF RIGHTFUL CLAIMS BY ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH USE OF THE SERVICES SHALL BE BORNE SOLELY BY THE CUSTOMER.

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AVA MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. AVA IS NOT RESPONSIBLE FOR MESSAGES, CALLS, OR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICES, IN INTERNET INFRASTRUCTURE, OR IN UPSTREAM TELECOMMUNICATIONS PROVIDERS.

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AVA DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF ANY OUTPUT, RESPONSE, OR DATA GENERATED OR OBTAINED THROUGH USE OF THE SERVICES. ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION, AND AVA WILL NOT BE LIABLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY ARISING THEREFROM. NO ADVICE OR INFORMATION OBTAINED FROM AVA OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

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7. BETA, EVALUATION, AND TRIAL SERVICES

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From time to time AVA may make available beta, evaluation, pilot, or trial versions of the Services or new features (“Beta Services”). Beta Services are provided “as-is” without any warranties or commitments of any kind. AVA may modify or discontinue Beta Services at any time without notice and shall have no liability arising from or relating to your use of any Beta Service. Your use of Beta Services is voluntary, and you acknowledge that Beta Services may contain bugs, errors, or other defects, and may produce inaccurate or unreliable results.

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8. HIGH-RISK USE; HEALTHCARE; HIPAA

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8.1 High-Risk Use Disclaimer

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The Services are not designed, intended, or authorized for use in connection with medical, emergency, life-safety, aviation, nuclear, transportation control, or any other inherently dangerous or safety-critical environment, and AVA disclaims all liability for use of the Services in any such context.

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8.2 HIPAA and Protected Health Information

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Unless you and AVA have executed a separate Business Associate Agreement (“BAA”) in writing, AVA does not act as a “Business Associate” as that term is defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations. You shall not transmit, store, process, or otherwise make available any “Protected Health Information” (as defined under HIPAA) through the Services in the absence of a duly executed BAA. You are solely responsible for any unauthorized transmission of Protected Health Information through the Services.

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9. LIMITATION OF LIABILITY

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EXCEPT FOR (X) YOUR INDEMNIFICATION OBLIGATIONS, (Y) YOUR BREACH OF THE ACCEPTABLE USE POLICY, OR (Z) YOUR INFRINGEMENT OR MISAPPROPRIATION OF AVA’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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EXCEPT FOR (X) YOUR INDEMNIFICATION OBLIGATIONS, (Y) YOUR BREACH OF THE ACCEPTABLE USE POLICY, OR (Z) YOUR INFRINGEMENT OR MISAPPROPRIATION OF AVA’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU TO AVA UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100) IF YOU ARE USING THE SERVICES UNDER A FREE TRIAL, PILOT, BETA PROGRAM, OR OTHER UNPAID ARRANGEMENT.

THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

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10. INTELLECTUAL PROPERTY RIGHTS

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10.1 Ownership

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All right, title, and interest in and to the Services, the Site, and any content, software, technology, models, prompts, vertical adapters, integrations, methodologies, documentation, or other materials made available by AVA (collectively, “AVA Technology”) are and shall remain the exclusive property of AVA and its licensors, except as otherwise expressly stated. The Services are licensed, not sold. Without AVA’s prior written consent, you shall not use any AVA name, logo, trademark, or service mark (collectively, the “AVA Marks”). AVA Technology may also be protected by applicable copyright, patent, trademark, trade-secret, and other intellectual property laws and treaties.

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You shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, algorithms, or underlying methodologies of the Services; (b) modify, adapt, or create derivative works of the Services; (c) sublicense, sell, rent, lease, transfer, assign, or distribute the Services; (d) use AI-generated voices or content produced by the Services to train, fine-tune, evaluate, or develop any model or service that competes with AVA; or (e) remove, obscure, or alter any proprietary notices.

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10.2 Limited License

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Subject to your compliance with this Agreement and timely payment of all fees, AVA grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license, during the Subscription Term, to access and use the Services solely for your internal business purposes as set forth in your Order Form.

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10.3 Customer Data and User Content

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As between the parties, you retain all right, title, and interest in and to your Customer Data, including any content you submit, upload, configure, or generate through the Services (such as call scripts, voice configurations, or recorded calls of inbound communications you have lawfully recorded). You grant AVA a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, reproduce, modify, and display your Customer Data solely as necessary to provide and improve the Services and to perform AVA’s obligations under this Agreement.

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10.4 AI-Generated Content

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The ownership and intellectual property rights to AI-generated content produced through the Services (“AI-Generated Content”) are subject to the following: (a) AVA and its licensors retain ownership of the underlying AI models, algorithms, voice models, and infrastructure used to generate the AI-Generated Content; (b) you are granted a license, during the Subscription Term, to use the AI-Generated Content for your internal business purposes, subject to the restrictions set forth in this Agreement and applicable third-party model terms; and (c) AVA does not claim ownership of any ideas, scripts, or information you provide as inputs.

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10.5 Aggregated and De-Identified Data

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AVA may collect, generate, and use aggregated and de-identified data and metrics derived from your use of the Services (including operational telemetry, performance statistics, transcript-derived analytics, and usage patterns) for the purposes of operating, securing, improving, and developing the Services and AVA’s business, provided that such data does not identify you or your end users. AVA shall own all such aggregated and de-identified data.

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10.6 Feedback

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If you provide AVA with any feedback, suggestions, ideas, or improvement requests regarding the Services or the Site (“Feedback”), you grant AVA a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, modify, and incorporate the Feedback into AVA Technology and the Services without any obligation to compensate you.

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10.7 Third-Party Components

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The Services may incorporate or interoperate with third-party software, models, or services. You agree to comply with any applicable third-party terms and acknowledge that such third-party components are governed by their respective licenses.

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10.8 Trademarks and Publicity

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All trademarks, service marks, and trade names appearing on or in connection with the Services are the property of their respective owners. During the term of this Agreement, you grant AVA a non-exclusive, royalty-free, worldwide license to use your name, logo, and trademarks (the “Customer Marks”) to identify you as a customer in AVA’s marketing materials, on AVA’s Site, and in customer lists. You may revoke AVA’s right to use the Customer Marks in marketing or publicity upon thirty (30) days’ written notice to AVA.

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11. CALL RECORDING; TRAINING DATA; THIRD-PARTY VENDORS

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11.1 Recording and Training

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Unless you opt out in writing or as required by law, you authorize AVA to record calls made using the Services and to process such recordings, transcripts, and related communication data (collectively, “Communications Data”) for the purposes of: (a) providing the Services to you (including transcription, analytics, and call review); (b) developing, training, evaluating, and improving AVA’s artificial-intelligence and machine-learning models; and (c) performing security, fraud-prevention, and compliance functions. Before being used for the purposes described in clause (b), Communications Data will be de-identified or aggregated using commercially reasonable industry-standard techniques.

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11.2 Customer Compliance

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Nothing in this Section relieves you of your obligations under Section 4 (including state and federal call-recording laws and any required disclosures or consents) or any other obligations under applicable law.

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11.3 Third-Party Vendors

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The Services may rely on third-party vendors for telephony, transcription, language models, and other underlying capabilities. AVA selects vendors using commercially reasonable diligence and will require its vendors to comply with confidentiality and security obligations no less protective than those in this Agreement. AVA is not responsible for failures, outages, or acts of upstream vendors except to the extent caused by AVA’s gross negligence or willful misconduct.

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12. SERVICE LEVELS

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AVA shall use commercially reasonable efforts to maintain at least 99.5% monthly uptime for the production Services, excluding (a) scheduled maintenance windows (not to exceed six (6) hours per month) and (b) events of force majeure or upstream vendor outages. Specific service-level commitments, support response times, and remedies (including service credits) may be set forth in your Order Form or a separate service-level agreement. In the absence of an Order Form provision specifying service-credit remedies, the limitations of liability in Section 9 are your exclusive remedy for any service-level shortfall.

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13. DATA SECURITY AND PRIVACY

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AVA shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. AVA shall notify you without undue delay following discovery of a confirmed security breach leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of, or access to, your Customer Data. You remain responsible for securing your access credentials and for all activity under your accounts. AVA’s collection and use of personal information is further described in AVA’s Privacy Policy. For Customer Data subject to specific data protection laws (including the California Consumer Privacy Act and similar U.S. state laws), the parties may execute a Data Processing Addendum, which will be incorporated into this Agreement by reference.

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14. DMCA POLICY

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AVA respects the intellectual property rights of others and expects users of the Site and Services to do the same. AVA will respond to notices of alleged copyright infringement that comply with applicable U.S. law, including the Digital Millennium Copyright Act (“DMCA”). If you believe that material accessible through the Site or the Services infringes your copyright, please send a written notice to AVA’s designated agent at the address in Section 24 below containing: (a) a physical or electronic signature of the copyright owner or authorized agent; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the allegedly infringing material and information reasonably sufficient to permit AVA to locate it; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

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15. MODIFICATIONS TO TERMS

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AVA may modify these Terms at any time. Updated versions of the Terms will be posted on the Site and are effective immediately upon posting. AVA will provide reasonable advance notice (by email, in-product notice, or posting on the Site) of material changes that adversely affect existing Customers. Your continued use of the Services after the effective date of any modification constitutes your acceptance of the modified Terms. The most current version of the Terms supersedes all prior versions.

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16. EXPORT CONTROL

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You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. Government sanctions, and you are not on any U.S. or applicable foreign list of restricted or prohibited parties. You shall not use, export, re-export, or transfer the Services in violation of any applicable export-control or sanctions laws or regulations.

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17. DISPUTE RESOLUTION

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17.1 Pre-Suit Negotiation

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For all disputes, you must first give AVA an opportunity to resolve your claim by sending a written description of your claim to the address in Section 24. The parties agree to negotiate in good faith for sixty (60) days after receipt of the claim description. If the dispute is not resolved within that period, either party may pursue the claim in accordance with this Section 17.

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17.2 Class Action Waiver

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YOU AND AVA EACH AGREE THAT ANY PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF A COURT OF COMPETENT JURISDICTION DETERMINES IN AN ACTION BETWEEN YOU AND AVA THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE, THEN THE CLASS ACTION WAIVER WILL BE VOID AS TO YOU, BUT THE REMAINDER OF THIS SECTION SHALL REMAIN ENFORCEABLE.

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17.3 Jury Trial Waiver

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YOU AND AVA EACH HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY.

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17.4 Governing Law

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This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law provisions.

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17.5 Exclusive Jurisdiction and Venue

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Any lawsuit, legal action, or proceeding arising from or relating to this Agreement must be instituted exclusively in the state or federal courts located in the State of Delaware, and the parties irrevocably submit to the personal jurisdiction of such courts and waive any objection to venue in such courts, including any objection based on forum non conveniens.

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17.6 Equitable Relief

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Notwithstanding anything to the contrary, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or enjoin the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, confidentiality obligations, or the Acceptable Use Policy.

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18. ORDER OF PRECEDENCE

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In the event of a conflict between these Terms and any Order Form (including any “Special Terms,” “Additional Provisions,” or similarly captioned section in such Order Form), the Order Form shall control, but only with respect to the specific Services and engagement covered by that Order Form, and only where the Order Form expressly references the conflicting provision or is signed by an authorized representative of AVA. Marketing materials, RFP responses, statements of work that have not been countersigned by AVA, and pre-contractual communications do not modify these Terms.

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19. SEVERABILITY

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If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable.

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20. ASSIGNMENT

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You may not transfer or assign this Agreement, or any of your rights or obligations under it, by operation of law or otherwise, without AVA’s prior written consent, and any attempted assignment without such consent shall be null and void. AVA may assign this Agreement, in whole or in part, without notice and without your consent in connection with a reorganization, merger, acquisition, sale of substantially all of its assets, or to any affiliate. Upon any permitted assignment by AVA, AVA shall be released from all liability with respect to this Agreement to the extent assumed by the assignee.

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21. SURVIVAL

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Sections relating to Payment Terms (with respect to amounts accrued prior to termination), Indemnification, Warranty Disclaimer, Limitation of Liability, Intellectual Property, Confidentiality, Aggregated Data, Feedback, Governing Law and Dispute Resolution, Order of Precedence, and any other provisions which by their nature should survive termination or expiration of this Agreement shall so survive.

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22. FORCE MAJEURE

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Neither party shall be liable for any default or delay in the performance of its obligations hereunder (excluding payment obligations) to the extent such default or delay arises out of causes beyond its reasonable control, including without limitation acts of God, weather-related phenomena, earthquakes, floods, fires, acts of war or terrorism, civil disorders, labor disputes, medical emergencies, pandemics, quarantine restrictions, network problems (including cable cuts, power outages, denial-of-service attacks, or computer viruses), failures of upstream telecommunications or cloud-infrastructure providers, and government orders or acts. The time for performance shall be extended by the period of the force-majeure event, and the affected party shall use commercially reasonable efforts to mitigate the impact of such event.

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23. ENFORCEMENT, WAIVER, AND ENTIRE AGREEMENT

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AVA has the right, but not the obligation, to monitor, investigate, restrict, or enforce against any actual, attempted, or suspected violation of this Agreement. AVA will determine, in its sole and reasonable discretion, whether you have violated or attempted to violate any provision of this Agreement, including the Acceptable Use Policy. If AVA determines or reasonably suspects that you have violated this Agreement, AVA may suspend, modify, terminate, or limit your access to the Services and may report actual or suspected criminal offenses to appropriate law-enforcement authorities. You agree to cooperate with any such investigation. Any waiver of, or failure to enforce, any provision of this Agreement in one instance shall not be construed as a waiver of any provision or right in any other instance.

This Agreement, together with any Order Form, the Privacy Policy, any applicable Data Processing Addendum, any applicable Business Associate Agreement, and any incorporated policies, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous written or oral agreements regarding the same subject matter.

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24. CONTACT US

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If you have any questions, concerns, comments, or notices (including DMCA notices, breach notifications, or legal notices) regarding the Services, your invoice, or this Agreement, please contact:

AVA Voice Labs, Inc. 251 Little Falls Drive Wilmington, DE 19808 Email: legal@thanksava.com

For support inquiries: support@thanksava.com

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By executing an Order Form referencing this Agreement, by clicking “I Agree,” or by accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.