Terms of service

Last Updated/Effective Date: 05/03/24

Welcome to the website of Avante Health, Inc. (“Avante”, “we”, “our”, or “us”). By accessing and using our Services, you are agreeing to the terms and conditions set forth in these Terms. Capitalized terms not otherwise defined herein have the meanings provided in Section 1 below. These Terms include and incorporate our Privacy Policy. By continuing to use the Services, you signify your acceptance of these Terms in full. If you disagree with any part of these Terms, you must refrain from using our Services.

These Terms apply to the following Services provided by Avante: a web-based Software-as-a-Service (SaaS) platform designed to provide benefits engagement and support services, specifically by offering personalized health and lifestyle benefits recommendations and information to Users, and providing related information regarding benefits engagement to Administrators.

Your use of, and participation in, certain Services may be subject to additional terms as set forth in an Order Form, addendum, and/or other agreement(s) by and between Avante and you relating to the Services and incorporating these Terms of Service by reference (“Supplemental Terms”). If any provision of the Supplemental Terms conflicts with any provision of these Terms, the provision of the Supplemental Terms shall govern.

  1. DEFINITIONS

  1. “Administrator” means the company or organization designated in the Order Form that is entering into these Terms to access and use the Services.

  2. “Avante Report(s)” means those proprietary reports generated by the Services in connection with a User or Administrator’s use of or access to the Services providing information relating to personalized health and lifestyle benefits based on information submitted by such Administrator(s) and/or User(s).

  3. “Content” means documents, materials, and/or other data or information that you post, upload, share, transmit, store, or otherwise provide to us for processing by our Services.

  4. “Order Form” means a written order form executed by the parties which defines the respective order parameters for the Services, including the scope of license, applicable fees and other charges, subscription period, and other terms agreed upon by the parties. 

  5. “Services” means the features, functionalities, and offerings provided by Avante through its web-based application in connection with benefits engagement and support services. For the avoidance of doubt, “Services” also includes this website, available at https://avante.ai/ (“Site”), its subsites, any mobile application(s) that Avante elects to make available referencing and/or linking to these Terms (“App(s)”) (if and as available), Avante Reports, written information (whether contained in user or technical manuals, training materials, specifications, or other similar materials) related to installation and use of Services as provided by Avante in connection with its Services, as well as such other products and services provided by Avante which link to or otherwise incorporate these Terms by reference.

  6. “Subscription Term” means the period during which an Administrator and its associated Users are authorized to access and to use the Services under these Terms, as set forth in an executed Order Form.

  7. “Taxes” means federal, state, or local use, excise, value-added, gross receipts, sales taxes, duties, universal service assessments or other similar liabilities, other than general income or property taxes imposed on Avante.

  8. “Terms” refers to these Terms of Service, including all additional terms, conditions, and policies incorporated herein.

  9. “User” means an individual who is an employee, representative, or other agent of an Administrator who participates in, accesses, and uses the Services through the Administrator’s subscription to the Services under these Terms. 

  10. “You” and “your” refers to “Administrators” and “Users” collectively, unless otherwise indicated.

  1. SERVICES

  1. License Grant. Subject to the terms and conditions of the Order Form effected between the parties and to these Terms, Avante hereby grants to Administrator, and Administrator hereby accepts from Avante, a royalty-free, non-exclusive, non-sublicensable (except as specified below), and nontransferable license for the duration of the Subscription Term to: (a) access and use the Services, solely for internal business purposes; and (b) use, reproduce, and distribute, solely for internal business purposes, any Avante Reports which may be delivered or made available by Avante to Administrator and/or its Users.

  2. Avante is Not a Medical Records Repository. If you are a User, from time to time, you may authorize your service providers (which may include, without limitation, healthcare data service providers and employee health insurance providers) to make certain personal information available to us to enable us to provide certain Services to you and to your Administrator (including, to the extent applicable, personal health information). Such personal information shall be processed in accordance with our Privacy Policy. Except for the authorized processing activities described in the preceding sentence, you acknowledge and agree that the Services are not a medical records or personal health information repository, and that, as between Avante and you, you are solely responsible for complying with all legal, contractual, and other requirements governing medical records and/or personal health information to the extent applicable to any Content that you submit to the Services for processing. 

  3. Support. If you experience issues with the Services, or otherwise require assistance, you request support via our designated contact information provided in the “Contact Us” section below. We will endeavor to respond to any requests within 24 business hours. Note, however, that while Avante is committed to responding to customer concerns and resolving issues in a timely manner, we reserve the right to prioritize support requests based on the nature of the issue, its impact, and available resources. 

  4. Changes to the Services. We reserve the right to make modifications, additions, and improvements to the Services, and otherwise update the Services from time to time at our sole discretion, and will make commercially reasonable efforts to notify you of any material changes to the Services.

  1. USER REGISTRATION & ACCOUNT

  1. Account Creation and Management. To access and use the Services, you may be required to create an account (“Account”) by submitting certain information about yourself, such as your employer, first name, last name, e-mail address, and password. You agree to submit only true, accurate, current, and complete information through the registration form (the “Registration Data”). You are responsible for updating your Registration Data to maintain its accuracy, currency, and completeness throughout the term in which you have access to the Services, and for all authorized activities that occur under your Account. 

  2. Account Security. You are responsible for maintaining the confidentiality of your Account login credentials, and you are fully responsible for all activities that occur under your Account, including (without limitation) by monitoring your Account to restrict its use by unauthorized persons, and avoiding sharing your Account credentials with any other party. You agree to notify Avante promptly upon becoming aware of any unauthorized use of your Account or any other breach of security relating to our Services. To the extent permitted by applicable law, and subject to these Terms, we reserve the right to take action we deem necessary to preserve the security of our Services and your Account. Avante has no obligation to inquire as to the authority or propriety of any use of or action taken under your Account and will not be liable for any loss or damage arising from any such use or action, or from your failure to comply with this section.

  3. Account Restrictions. Unless expressly otherwise permitted by Avante in writing, each User is limited to one Account, and each Administrator is limited to one administrative account and the number of user accounts set forth in the Administrator’s applicable Order Form. Accounts cannot be shared, sold, transferred, or used by someone other than the registered User or Administrator. Avante reserves the right to suspend or terminate Accounts of Administrators or Users that violate these Terms at any time upon written notice.

  1. ACCEPTABLE USE

In using and accessing the Services, you may not:

  1. Knowingly interfere with or disrupt the functioning of our Services in any manner, including the functioning of any software, hardware, network or server connected to our Services;

  2. Distribute or transfer in any manner our Services or any part of our Services to any third party;

  3. Copy or modify our Services or any part of our Services for any purpose, other than to use our Services as contemplated herein;

  4. Reverse-engineer, modify, adapt, sublicense, translate, or otherwise create derivative works based on any part of our Services for any purpose, commercial or otherwise use our Services in an unlawful manner or any manner that is inconsistent with these Terms (including by incorporating, by any means, any of our Services into a third party’s application, website, or services);

  5. Knowingly use our Services in any manner that is harmful, hateful, harassing, abusive, or otherwise offensive to any other person or entity;

  6. Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of our Services;

  7. Post, email, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

  8. Collect, use, distribute, or transmit any data or content via our Services that violates any third-party rights; and/or

  9. Breach or otherwise circumvent any security measures incorporated into our Services.

  1. PAYMENT & SUBSCRIPTION

  1. Administrator will pay Avante the fees applicable to its subscription to the Services, as set forth in each Order Form. Unless stated otherwise, all subscription fees are exclusive of all Taxes. All such Taxes, however denominated, that are levied on the subscription fees paid by Administrator, chargeable to or against Avante by any governmental authority, shall be passed through to, and shall be payable by, Administrator. However, nothing in this section shall be construed to make Administrator responsible for any general income tax, gross receipts tax, or employment taxes due from and chargeable against Avante.

  2. If you are an Administrator, your subscription to the Services will be automatically renewed for a Subscription Term of equal duration to the prior Subscription Term at the end of each billing cycle, unless terminated by you in accordance with the termination provisions of these Terms. You understand and agree that your payment method will be automatically charged for the then-current subscription fee at the time of each renewal. You can cancel your subscription at any time through your administrator account settings. Note, however, that Avante does not provide pro-rata refunds for cancellations made in the middle of a billing cycle. 

  3. Unless otherwise specified in an applicable Order Form, the first invoice will be submitted to Administrator within 30 days after the start date of the Order Form and on a monthly basis thereafter. Administrator must pay all amounts due within 30 days of the date of the applicable invoice. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid; provided that Administrator may withhold payment of any invoiced Fees that are the subject of a good faith dispute of which Administrator has provided Avante written notice prior to the payment due date. All owed fees which are not in dispute shall be timely paid, and any fees which are determined to be owed by Administrator upon resolution of the dispute shall be paid within 10 days of resolution of the dispute. Administrator will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Avante to collect any amount that is not paid when due. Avante may accept any check or payment in any amount without prejudice to Avante’s right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to Avante under these Terms may not be withheld or offset by Administrator for any reason against amounts due or asserted to be due to Administrator from Avante. 

  4. You are responsible for providing complete and accurate billing and contact information to Avante and notifying Avante of any changes to such information. If you elect to provide an automatic payment method in connection with your purchase of a subscription to the Services, you authorize Avante or its third-party payment processor (“Payment Processor”) to charge your authorized payment method for all amounts due under these Terms. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms. Notwithstanding the foregoing, we reserve the right to correct any errors or mistakes made by the Payment Processor, even if payment has already been requested or received for the applicable period.

  5. If any amounts owed by you under these Terms become thirty (30) or more days past due, Avante may, without limiting its other rights and remedies, suspend your use of and access to the Services until such amounts are paid in full.

  6. Avante reserves the right to modify the subscription fees applicable to the Services, and to introduce new pricing structures, at any time; provided that any such changes will be communicated to existing Administrators with Order Forms then in effect no fewer than 90 days prior to the end of the Administrator’s then-applicable Subscription Term, and shall not take effect until, at the earliest, the term immediately following the Subscription Term in which Administrator received notice.

  1. DATA SECURITY & CONFIDENTIALITY

  1. Data Security. We employ industry-standard measures to ensure the security and integrity of all data stored on the Services. This includes encryption, access controls, and regular security audits. In the unlikely event of a data breach or unauthorized access, Avante commits to notifying affected Users promptly and taking appropriate measures to mitigate the impact.

  2. Confidential Information. During the Subscription Term, each party (a “Disclosing Party”) may disclose its confidential and proprietary information to the other party (a “Receiving Party”). Subject to the exceptions listed below, a Disclosing Party’s “Confidential Information” shall be defined as information disclosed by the Disclosing Party to the Receiving Party that is either: (a) clearly marked or otherwise clearly designated as confidential or proprietary; or (b) should be reasonably understood by the Receiving Party to be the confidential or proprietary information of the Disclosing Party. 

  3. Confidential Treatment. A Receiving Party shall hold in confidence, and shall not disclose (or permit its personnel to disclose) any Confidential Information to any person or entity except to its directors, officers, employees, outside consultants, advisors or in the case of Avante to its independent contractors or subcontractors (collectively “Representatives”) who have a need to know such Confidential Information in the course of the performance of their duties for the Receiving Party and who are bound by a duty of confidentiality no less protective of the Disclosing Party’s Confidential Information than the terms of this section. The Receiving Party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of another party without the prior written consent of the Disclosing Party or unless expressly permitted under the Terms. Each Party accepts responsibility for the actions of its Representatives and shall protect the other Party’s Confidential Information in the same manner as it protects its own proprietary information of a similar nature and sensitivity, but in no event shall less than reasonable care be used.

  4. Exceptions. Notwithstanding anything to the contrary in these Terms, the obligations of the Receiving Party set forth in this section shall not apply to any information of the Disclosing Party that: (a) is or becomes a part of the public domain through no wrongful act of the Receiving Party; (b) was in the Receiving Party’s possession free of any obligation of confidentiality at the time of the Disclosing Party’s communication thereof to the Receiving Party; (c) is developed by the Receiving Party completely independent from the Confidential Information of the Disclosing Party; or (d) is required by law or regulation to be disclosed, but only to the extent and for the purpose of such required disclosure after providing the Disclosing Party with advance written notice, if reasonably possible, such that the Disclosing Party (at the Disclosing Party’s expense) is afforded an opportunity to contest the disclosure or seek an appropriate protective order.

  5. Injunctive Relief. Notwithstanding any other provision of the Terms, both parties acknowledge that any disclosure or use of the Disclosing Party’s Confidential Information in a manner inconsistent with the provisions of the Terms may cause the Disclosing Party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, both parties agree that, in addition to any other remedy to which the Disclosing Party may be entitled hereunder, at law or in equity, the Disclosing Party shall be entitled to seek an injunction to restrain such use in addition to other appropriate remedies available under applicable law.

  1. CLIENT CONTENT; PROPRIETARY RIGHTS

  1. Client Content. As between Avante and you (whether you are an Administrator or a User), all content, data, and intellectual property that you create, upload, or otherwise generate directly in your use of the Services (collectively, “Client Content”) is and shall remain your exclusive property, subject only to the limited license you grant to us in these Terms. By submitting, uploading, or otherwise making Client Content available for processing by our Services, you automatically grant, and you represent and warrant that you have the right to grant, to us, our affiliates, licensees and successors, for the purpose of providing the Services (“Purpose”), an irrevocable, non-exclusive, free of charge, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such Client Content, and to prepare derivative works of, or incorporate into other works, such Client Content, and to grant and authorize sublicenses of the foregoing, for the maximum duration of the intellectual property rights attached to such Client Content in connection with the Purpose.  You also acknowledge and agree to the terms set forth below for each submission of Client Content:

i. You are solely responsible for your Client Content, and you represent and warrant that use of your Client Content by us on the terms specified in these Terms will not infringe or violate any applicable laws or the rights of any third party. You will not use the Services to provide inaccurate, misleading, or false information to us or to any other party. If information provided to us, or another user, subsequently becomes inaccurate, misleading, or false, you will promptly notify us of the change. 

ii. You acknowledge and agree that Avante has no obligation to pre-screen, refuse, or remove any Client Content. Notwithstanding the foregoing, you understand and agree that we may review and delete any Client Content that violates these Terms or which we determine to be offensive, illegal, or that might violate the rights, harm, or threaten the safety of other users or parties. 

iii. Notwithstanding the foregoing, you authorize us to use your Account information for purposes of creating, maintaining, and administering your Account as well as providing the Services to you.

  1. Avante Content. As between you and us, we own all rights (including without limitation intellectual property rights), title and interest in and to our Services, all content, data, information, and other materials made available on or through the Services, excluding your Client Content, and any copy, modification, revision, enhancement, adaptation, translation, or derivative work of or created from the foregoing (collectively, “Avante Content”). The Avante Content is protected by U.S. and international copyright and intellectual property laws, and all rights in Avante Content not expressly granted in these Terms is reserved by Avante.

  2. Feedback. From time to time, you may submit to Avante ideas, suggestions, documents, and/or proposals relating to the Services, including without limitation any of the foregoing as it relates to improving or developing the Services or our products (collectively, “Feedback”). You agree that your submission of Feedback is optional, and that Avante has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Avante a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Services.

  3. Personal Information. Providing our Services requires that we collect and process your information, including personal information. Our Privacy Policy explains how we collect, use, and share personal information. 

  1. DISCLAIMERS; LIMITATION OF LIABILITY

  1. Warranty Disclaimer. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY OTHERWISE SET FORTH HEREIN, AVANTE DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AVANTE OR THROUGH SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WITHOUT LIMITING THE FOREGOING, AVANTE PROVIDES RECOMMENDATIONS BASED ON INFORMATION YOU SHARE OR YOU AUTHORIZE AVANTE TO ACCESS AT A POINT IN TIME. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RECOMMENDATIONS. YOU ARE RESPONSIBLE FOR MAKING YOUR OWN DECISIONS ABOUT BENEFITS, LIFESTYLE CHANGES, AND/OR HEALTHCARE DECISIONS. ANY RECOMMENDATIONS FROM AVANTE SHOULD NOT BE RELIED UPON AS MEDICAL, LEGAL, TAX, INVESTMENT, FINANCIAL, OR OTHER PROFESSIONAL ADVICE, NOR AS A SUBSTITUTE THEREFORE. USERS ARE RESPONSIBLE FOR VALIDATING AND VERIFYING THE RELEVANCE AND APPLICABILITY OF THE OUTPUTS OF THE SERVICES FOR THEIR INTENDED USE. USERS ARE ADVISED TO EXERCISE JUDGMENT AND DISCRETION WHEN ACTING UPON RECOMMENDATIONS OR OUTPUTS PROVIDED BY THE SERVICES. 

  2. No Medical or Professional Advice. FOR THE AVOIDANCE OF DOUBT, AVANTE DOES NOT PROVIDE MEDICAL ADVICE OF ANY KIND OR MAKE CLINICAL, MEDICAL, OR OTHER PROFESSIONAL DECISIONS, INCLUDING ANY DIAGNOSIS OR TREATMENT ITSELF. NO INFORMATION FROM AVANTE SHOULD BE RELIED ON AS PROFESSIONAL MEDICAL ADVICE. NOTHING PROVIDED BY AVANTE THROUGH THE SERVICES SHALL BE CONSTRUED AS THE PRACTICE OF MEDICINE OR PROVIDING MEDICAL SERVICES, OR AS A SUBSTITUTE THERETO. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, SEEK EMERGENCY MEDICAL HELP.

  3. Indirect Damages Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AVANTE (INCLUDING WITHOUT LIMITATION ITS AFFILIATES, AGENTS, DIRECTORS, MANAGERS, EMPLOYEES, SUPPLIERS OR LICENSORS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES, INCLUDING WITHOUT LIMITATION (I) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT MADE AVAILABLE THROUGH OUR SERVICES; (II) PERSONAL INJURY, PHYSICAL INJURY, MENTAL INJURY, DEATH, OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED TO, EMAILED FROM, TRANSMITTED FROM, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; (VI) USER CONTENT; OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF AVANTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  4. Limitation of  Liability. IN NO EVENT SHALL AVANTE (INCLUDING WITHOUT LIMITATION ITS AFFILIATES, AGENTS, DIRECTORS, MANAGERS, EMPLOYEES, SUPPLIERS OR LICENSORS) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO AVANTE HEREUNDER DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE APPLICABLE CLAIM. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY AVANTE’S NEGLIGENCE; (B) AVANTE’S FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) BREACH OF AVANTE’S OBLIGATIONS HEREUNDER WITH RESPECT TO INDEMNIFICATION OR CONFIDENTIALITY.

  5. Beta Features Without Warranty. FROM TIME TO TIME, AVANTE MAY MAKE AVAILABLE NEW “BETA” FEATURES OR TOOLS WITHOUT COST TO YOU. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES, “AS IS,” AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT AVANTE’S SOLE DISCRETION.

  6. Generative AI Features

i. AI Services. From time to time, Avante may make available certain features, functionalities, or services as part of the Services that utilize machine learning, artificial intelligence, or similar technologies (“AI Services”). The terms of this Section F apply to Customer’s use of AI Services.

ii. Input and Output. Customer may submit Client Content for processing through the AI Services (“Input”), and receive back content generated in response to the Input (“Output”). Input and Output constitute Client Content that is owned by Customer and as with all other Client Content, is subject to all terms and conditions of this Agreement relating to Client Content.

iii. Content Filtering. As part of our commitment to ensuring a safe and respectful user experience, our AI Services adhere to the content filtering policies set forth by OpenAI and Microsoft. Generally, these policies are designed to identify and prevent the generation and dissemination of content that is deemed unsafe or inappropriate, including but not limited to hate speech, violence, adult content, and misinformation. More information about these policies and categories applicable content can be found here. It is important for users to understand that any Input that triggers these filters will not receive a responsive Output. BY USING AI SERVICES, YOU ACKNOWLEDGE THAT YOUR INPUT WILL BE SUBJECT TO SUCH FILTERING TO MAINTAIN A SECURE, ETHICAL, AND RESPONSIBLE DIGITAL ENVIRONMENT. 

iv. DISCLAIMER. CUSTOMER ACKNOWLEDGES THAT USE OF THE AI SERVICES MAY GENERATE OUTPUT THAT IS UNSUITABLE FOR OR OFFENSIVE TO SOME USERS, INACCURATE, NOT UNIQUE TO CUSTOMER, UNEXPECTED, AND THAT MAY NOT MEET CUSTOMER’S DESIRED USE. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS RELIANCE ON AND USE OF ANY OUTPUT. 

  1. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Avante, its affiliates, officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services, or your violation of these Terms. We reserve the right to control the defense of any claim for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us. This section will survive the termination or expiration of your Account and these Terms.

  1. THIRD-PARTY RESOURCES

Our Services may provide links to third-party websites, services, and/or resources (“Third-Party Resources”). We will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any Third-Party Resources. Additionally, Avante may, at its discretion, choose to integrate the Services with third-party services or applications in the future. Such integrations, if initiated, will be made in accordance with our Privacy Policy. Notwithstanding the foregoing, we are not responsible for such Third-Party Resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from Third-Party Resources.

  1. TERMINATION & SUSPENSION

  1. Subscription Term. If you are an Administrator, the Subscription Term commences on the effective date specified in your Order Form; otherwise, the Subscription Term commences on the date that you accept these Terms and will continue in effect until otherwise terminated in accordance with these Terms.

  2. Termination Rights between Avante and Administrator. As between Administrator and Avante, the following terms shall apply:

    1. Termination for Cause. Either party may terminate the Terms immediately upon written notice to the other party (i) in the event of a material breach of these Terms by the other party, or (ii) if the other party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency, or similar proceeding, that is not dismissed within 60 days of filing.

    2. Termination for Convenience by Avante. Avante may terminate the Terms for convenience (i.e., for any reason or no reason) by providing 30 days’ prior written notice to Administrator. If Avante terminates the Terms pursuant to this section, Administrator will be entitled to a refund of a pro-rata portion of any prepaid and unused fees pertaining to the remaining term of Administrator’s subscription.

    3. Termination for Convenience by Administrator. Administrator may terminate these Terms and Administrator’s Account for convenience (i.e., for any reason or no reason) by canceling Administrator’s subscription using the cancelation mechanism in Administrator’s Account settings or by notifying the Avante support team. Such cancellation shall become effective 30 days following the date on which the cancellation was submitted to Avante. If Administrator terminates these Terms for convenience, Administrator will not be entitled to any refund.

  3. Suspension and Termination Rights between Avante and User. In addition to its other rights or remedies under these Terms, Avante reserves the right to suspend or terminate any User’s Account at its sole discretion, with or without notice to User and without liability to User or any third party, for any reason, including: (i) if Avante deems such suspension necessary as a result of User’s material breach of its obligations under Section 4; (ii) if Avante reasonably believes such suspension is necessary to prevent or stop the conduct of illegal activity or suspected illegal activity or to prevent or mitigate damage or imminent damage to Avante systems or data stored on such systems; or (iii) as required by law or at the request of governmental entities. Once User’s Account is terminated, the User will lose access to all Services and other functionalities associated with their Account. Avante may (but is not required to) provide notice to the User prior to suspension or termination. In certain circumstances, and at the sole discretion of Avante, suspended Accounts may be reinstated upon rectification of the breach or issue that led to the suspension. 

  4. Surviving Obligations. Even after your right to use the Services is terminated, these Terms will remain enforceable against you and unpaid amounts you owe to Avante for Services purchased will remain due. Upon termination of these Terms, all provisions which by their nature are intended to survive termination will survive, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability. 

  1. MODIFICATIONS TO THE TERMS

Avante may revise, modify, or update these Terms at any time, at its sole discretion. Such modifications will become effective upon their posting on the Services or being communicated to you. If we make any substantial changes to the Terms, we will let you know either by posting the modified Terms on the Site or through other communication methods. Unless otherwise stated in a written agreement between Avante and you, such changes will become effective upon posting. It is your responsibility to review these Terms periodically. By continuing to use the Services after modifications to the Terms have been posted or communicated, the User indicates their acceptance of the revised Terms. If a User disagrees with the modified Terms, they should cease using the Services immediately.

  1. GENERAL TERMS

  1. Governing Law; Jurisdiction. These Terms and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Washington State, without regard to its conflict of laws provisions. The parties hereby irrevocably consent to the non-exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Seattle, Washington for the purpose of adjudicating any action or proceeding to enforce these Terms. Notwithstanding the foregoing, any party seek injunctive relief in any court of competent jurisdiction to prevent or stop the infringement or misappropriation of a party’s intellectual property rights.

  2. Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Avante’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Avante may freely assign these Terms including its rights herein, in whole or in part, without your prior consent.

  3. Force Majeure. Avante shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, or materials. 

  4. Notice. All notices shall be in writing and shall be addressed (i) for Administrator and/or Avante, to the address and contact information provided in the Order Form, or (ii) for any User(s), to the address and contact information that you provide as part of your Registration Data. Notice given in accordance with these Terms will be effective upon the earlier of actual receipt and the fifth business day following mailing or transmission by email. You are responsible for providing Avante with your most current contact information and updating such information. 

  5. Waiver. Performance of any obligation required by a party under these Terms may be waived only by a written waiver signed by an authorized representative of the other party, which waiver shall be effective only with respect to the specific obligation described in such written waiver. The failure of either party to exercise any of its rights under these Terms will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of these Terms will not affect the validity or enforceability of any of the other provisions of these Terms.

  6. Relationship of the Parties. The relationship between Avante and you is that of an independent contractor, and nothing in these Terms shall be construed as making the parties hereto partners or creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other party’s name or on its behalf.

  7. Entire Agreement. These Terms (together with the Privacy Policy, Order Form(s), and Supplemental Terms, in each case as applicable between the parties) constitute the entire and final agreement between you and Avante, superseding any prior agreements between us with respect thereto. 

  1. CONTACT INFORMATION

A. General Inquiries. For any general questions or clarifications regarding these Terms or any other aspect of the Services, please contact us at: support@avante.ai.

B. Technical Support. For technical issues, difficulties, or support needs related to the Services, you can reach our support team at: support@avante.ai.