Avoca, Terms of Use

Welcome, and thank you for your interest in Alphablock Labs Inc. (dba Avoca) (“Avoca,” “we,” “our,” or “us”) and our website at www.avoca.ai, including subdomains of that website (collectively, the “Site”). These Terms of Use are a legally binding contract between you and Avoca regarding your use of the Site.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY AGREEING TO, ACCESSING, OR USING THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION OF YOUR ACCESS TO OR USE OF THE SITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY (DEFINED BELOW) (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Site. YOUR USE OF THE SITE, AND AVOCA’S PROVISION OF THE SITE TO YOU, CONSTITUTES AN AGREEMENT BY AVOCA AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 12 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND AVOCA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. Overview. The Site provides information about Avoca and our artificial-intelligence-based software offerings for home services businesses.
2. Eligibility.By accessing or using this Site, you represent and warrant to us that your access to and use of the Site is in compliance with any and all applicable laws and regulations. If you are accessing the Site on behalf of an entity, organization, or company, then (a) “you” will refer to that entity, organization, or company and (b) the individual accessing or using this Site on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Licenses.
   1. Limited License. Subject to your complete and ongoing compliance with these Terms, Avoca grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site.
   2. License Restrictions.Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (i) use the Site for any illegal purpose or in violation of any local, state, national, or international law; (ii) infringe, misappropriate, or violate any intellectual property rights in or to the Site, including by reproducing, distributing, publicly displaying, or publicly performing the Site and all Materials (defined below) thereon; (iii) make modifications to the Site; (iv) interfere with or circumvent any feature of the Site, including any security or access control mechanism, or interfere with a user’s enjoyment of the Site; (v) reverse engineer or otherwise attempt to discover the source code of the proprietary software powering any portion of the Site; (vi) use the Site to develop new products and services without Avoca’s express written permission; or (vii) use, or permit or facilitate others to use, the Site by automated electronic processes, “robots,” “spiders,” “scrapers,” “webcrawlers,” or other computer programs that monitor, copy, or download data or other content found on or accessed through the Site, whether current or archival.
   3. Information You Submit.Do not submit any information or other materials that you consider confidential or proprietary through the Site. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Site (“Feedback”), then you do so on a non-confidential basis (regardless of any designation or indication of the contrary in the submitted information or any accompanying correspondence) and you hereby grant Avoca an unrestricted, perpetual, irrevocable, non-exclusive, fully paid-up, royalty-free, transferable, sublicensable right to exploit the Feedback in any manner and for any purpose, including to improve the Site and create other products and services.
4. Ownership; Proprietary Rights.The Site is owned and operated by Avoca. The visual interfaces, graphics, designs, compilations, data, computer code (including source code or object code), products, software, services, and all other elements of the Site (“Materials”) are protected by intellectual property and other laws. All Materials included in the Site are the property of Avoca or its third-party licensors. Except as expressly authorized by Avoca, you may not use the Materials. Avoca reserves all rights to the Materials not granted expressly in these Terms.
5. Linked Websites.The Site may contain links to third-party websites. Third-party websites are not under Avoca’s control, and Avoca is not responsible for any third-party websites, including any content contained in a third-party website.
6. Modification of These Terms. Avoca reserves the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you may need to accept the modified Terms in order to continue to access or use the Site. Modifications are effective upon publication. Your continued access to or use of the Site after the effective date of modifications constitutes your acceptance of those modifications. Except as expressly permitted in this Section 6, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
7. Modification of the Site. Avoca reserves the right to modify or discontinue, temporarily or permanently, all or a part of the Site without notice. Avoca will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.
8. Term and Termination.These Terms are effective beginning when you first access or use the Site and ending when terminated as described in this Section. If you violate any provision of these Terms, your authorization to access the Site and these Terms automatically terminate. In addition, Avoca may, at its sole discretion, terminate these Terms or your access to the Site, for any reason or no reason, with or without notice. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Site; (b) you will no longer be authorized to access the Site; (c) Sections 3(b), 3(c), and 4–13 will survive.
9. Indemnity.To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify Avoca and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Avoca Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Site; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
10. Disclaimers; No Warranties.
    1. THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. AVOCA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. AVOCA DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND AVOCA DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
    2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR AVOCA ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE AVOCA ENTITIES OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE AND YOUR DEALING WITH ANY OTHER SITE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF DATA.
    3. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Avoca does not disclaim any warranty or other right that Avoca is prohibited from disclaiming under applicable law.
11. Limitation of Liability.
    1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AVOCA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY AVOCA ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
    2. THE AGGREGATE LIABILITY OF THE AVOCA ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO ACCESS OR USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100 USD.
    3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12. Dispute Resolution and Arbitration.
    1. Generally. Except as described in Section 12(c) and 12(d), you agree that every dispute arising in connection with these Terms, the Site, or communications from us will be resolved through binding arbitration on an individual basis.
    2. Jury Trial and Class Action Waiver. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND AVOCA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
    3. Exceptions.You and Avoca each retain the right to: (i) bring an individual action in small claims court; (ii) seek enforcement of each party’s intellectual property rights through enforcement actions through federal, state, or local agencies; (iii) request that a court issue injunctive relief in aid of arbitration; and (iv) bring a claim for intellectual property infringement.
    4. Opt-Out.If you do not wish to be bound by the arbitration provisions, you may opt out within 30 days of first agreeing to these Terms by sending written notice to: Alphablock Labs Inc. (dba Avoca), Attention: Legal Department – Arbitration Opt-Out, 55 5th Ave Floor 17, New York, NY 10003. Include your full legal name, email address, and a clear statement that you wish to opt out.
    5. Arbitrator. Any arbitration between you and Avoca will be subject to the Federal Arbitration Act and will be administered by JAMS pursuant to its then-applicable rules for consumer disputes. For more information, see www.jamsadr.com or call +1-800-352-5267.
    6. Commencing Arbitration. Before commencing arbitration, you must send a Notice of Arbitration to Avoca by certified mail, Federal Express, or email. The notice must identify the claiming party, describe the nature of the dispute, and specify the relief sought. You and Avoca will have 30 days to resolve the dispute directly. If unresolved, either party may commence arbitration.
    7. Arbitration Proceedings. Hearings will take place in the county or state of your billing address unless otherwise agreed. For claims under $10,000 (not seeking injunctive relief), you may choose document-only, telephonic/video, or in-person proceedings. Settlement offers will not be disclosed to the arbitrator until after the decision. The arbitrator will issue a reasoned written decision.
    8. Arbitration Relief.The arbitrator may award any relief that would be available in court. If the arbitration award exceeds Avoca’s last written settlement offer, Avoca will pay the higher of the award or $10,000. The award is final and binding, except judicial review is permitted as allowed by law or if injunctive relief is awarded.
    9. No Class Actions. YOU AND AVOCA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
    10. Modifications to This Arbitration Provision.If Avoca makes any substantive change to this arbitration provision, you may reject the change within 30 days by written notice to Avoca’s address, which will result in immediate account termination. The prior arbitration provision will survive.
    11. Enforceability. If the class action waiver in Section 12(i) is found unenforceable, or the entire Section 12 is found unenforceable, the entire Section 12 will be null and void, and disputes will be resolved under Section 13(b).
13. Miscellaneous.
    1. General Terms.These Terms, together with the Privacy Policy and any Additional Terms, form the complete and exclusive understanding between you and Avoca. You may not assign or transfer these Terms without Avoca’s consent; Avoca may assign at any time. Failure to enforce any provision does not waive future enforcement. Section headers are for convenience only. If any part of these Terms is held invalid, the remaining parts remain enforceable.
    2. Governing Law. THESE TERMS ARE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. You and Avoca submit to the exclusive jurisdiction of the state and federal courts in New York for any lawsuit permitted under these Terms.
    3. Privacy Policy. Please read the Avoca Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated into and made a part of these Terms.
    4. Additional Terms.Your use of the Site is subject to all additional terms, policies, rules, or guidelines posted on or linked from the Site (collectively, “Additional Terms”). All Additional Terms are incorporated by this reference into these Terms.
    5. Contact Information. Alphablock Labs Inc. (dba Avoca) is located at 55 5th Ave Floor 17, New York, NY 10003. You may contact us by sending correspondence to that address or by emailing us at support@avoca.ai.
    6. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
    7. International Use. The Site is intended for visitors located within the United States. We make no representation that the Site is appropriate or available for use outside of the United States. Access to the Site from countries or territories where such access is illegal is prohibited.