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.

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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 to 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 their content.
6. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. You agree to be bound by the most current version of these Terms each time you access or use the Site. Except as expressly permitted in this Section 6 (Modification of these Terms), the Terms by which you and we are bound may be amended only by a written agreement signed by authorized representatives of each of you and us. 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 the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. 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 in effect at all times that you access or use the Site. If you violate any provision of these Terms: (a) you must immediately cease all use of the Site; (b) your rights under these Terms are terminated and you are no longer authorized to access or use the Site; and (c) all definitions and Sections 3(b) (License Restrictions), 3(c) (Information You Submit), and 4 (Ownership; Proprietary Rights) through 13 (Miscellaneous) will survive termination.
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, licensors, suppliers, and agents (together, the “Avoca Entities”) from and against every claim brought by a third party against a Avoca Entity, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or related to: (a) your unauthorized use of, or misuse of, the Site; (b) your violation of any portion of these Terms or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property or other proprietary right or right of publicity, confidentiality, or privacy; 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 the applicable 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: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (II) 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 MADE AVAILABLE THROUGH THE SITE, WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS OR A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND AVOCA. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE OR YOUR ACCESS TO OR USE OF THE SITE. YOU UNDERSTAND AND AGREE THAT YOU ACCESS AND USE 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, ANY PORTION OF 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 DAMAGES.
    2. TO THE FULLEST EXTENT PERMITTED BY LAW, 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 (LIMITATION OF LIABILITY) 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(b) (Exceptions) and 12(c) (Opt-Out), you and Avoca agree that every dispute arising in connection with these Terms, the Site, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
    2. 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. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.‍
    4. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 12 (Dispute Resolution and Arbitration) within thirty (30) days after the date that you agree to these Terms by sending a letter to Alphablock Labs Inc. (dba Avoca), Attention: Legal Department – Arbitration Opt-Out, 55 5th Ave Floor 17, New York, NY 10003 that specifies: your full legal name, the email address associated with your account on the Site, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Avoca receives your Opt-Out Notice, this Section 12 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 13(b) (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.‍
    5. Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling the JAMS at +1-800-352-5267 or by contacting Avoca. ‍
    6. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Avoca’s address for Notice is: Alphablock Labs Inc. (dba Avoca), 55 5th Ave Floor 17, New York, NY 10003. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice of Arbitration is received, you or Avoca may commence an arbitration proceeding. The payment of all fees will be governed by the JAMS Rules.‍
    7. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for $10,000 USD or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county of your billing address. During the arbitration, the amount of any settlement offer made by you or Avoca must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. ‍
    8. Arbitration Relief. Except as provided in Section 12(h) (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Avoca before an arbitrator was selected, Avoca will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) $10,000 USD. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.‍
    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 by sending us written notice within thirty (30) days of the change to Avoca’s address for Notice of Arbitration, in which case your account with Avoca will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.‍
    11. Enforceability. If Section 12(h) (No Class Actions) or the entirety of this Section 12 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Avoca receives an Opt-Out Notice from you, then the entirety of this Section 12 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 13(b) (Governing Law) will govern any action arising out of or related to these Terms.‍
13. Miscellaneous ‍
    
    1. General Terms. These Terms, together with the Privacy Policy available at: https://app.avoca.ai/privacy-policy (the “Privacy Policy”) and any Additional Terms (defined below), are the entire and exclusive understanding and agreement between you and Avoca regarding your use of the Site. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.‍
    2. Governing Law. These Terms are governed by the laws of the state of New York without regard to conflict of law principles that would result in the application of the laws of another jurisdiction. You and Avoca submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, New York, for resolution of any lawsuit or court proceeding permitted under these Terms.‍
    3. Privacy Policy. Please carefully read the Privacy Policy for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference 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 applicable to the Site or certain features of the Site that we may post on or link to from the Site or that you agree to in connection with certain technology or services made available to you by or on behalf of Avoca (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.‍
    5. Contact Information. The Site is offered by Alphablock Labs Inc. (dba Avoca), 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 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Site.‍
    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 or by individuals where such access is illegal is prohibited.

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