Terms of Service

Effective Date: July 28, 2026

Welcome to Avec, brought to you by Nearly Extraterrestrial Technology, Inc. (“Avec”, “we”, “us” or “our”). This Terms of Service Agreement (“Terms of Service”, and together with any applicable Supplemental Terms (as defined in Section 1.2 (Supplemental Terms)), the “Agreement”) describes the terms and conditions that apply to your use of (i) the website located at www.avec.ai and its subdomains, and any of Avec’s other websites on which a link to these Terms of Service appears (collectively, the “Website”), (ii) any desktop, mobile or web application(s) that we offer subject to these Terms of Service (each, an “Application”), and (iii) the services, content, and other resources available on or enabled via our Website or any Application, including Avec’s websites, desktop, and mobile applications for AI-assisted inbox management (collectively, with our Applications and Website, the “Service”).

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BROWSING THE WEBSITE OR DOWNLOADING THE APPLICATION, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH AVEC, (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SERVICE.

IF YOU SUBSCRIBE TO ANY FEATURE OR FUNCTIONALITY OF THE SERVICE FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT AVEC’S THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU OPT OUT OF THE AUTOMATIC RENEWAL OF SERVICE TERM IN ACCORDANCE WITH SECTION 8.3(a) (AUTOMATIC RENEWAL) BELOW.

Dispute Resolution: PLEASE BE AWARE THAT SECTION 15 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND AVEC. AMONG OTHER THINGS, SECTION 15 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 15 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 15 (ARBITRATION AGREEMENT) CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

THE AGREEMENT IS SUBJECT TO CHANGE BY AVEC IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 16.6 (AGREEMENT UPDATES).

Index

You should read this Agreement in its entirety, but you can use the links below to jump to specific sections.

1. Use of the Service
2. Registration
3. Content
4. Ownership
5. User Conduct and Certain Restrictions
6. Investigations, Monitoring, & No Obligation to Pre-Screen Content
7. Third-Party Service
8. Fees and Purchase Terms
9. Indemnification
10. Disclaimer of Warranties
11. Limitation of Liability
12. Procedure for Making Claims of Intellectual Property Right Infringement
13. Term and Termination
14. International Users
15. Arbitration Agreement
16. General Provisions

1. Use of the Service

The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and Avec, your right to access and use the Service, in whole or in part, is subject to this Agreement.

1.1 Application License

Subject to your compliance with this Agreement, Avec grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on Device(s) (as defined below) that you own or control and to run such copy of the Application solely for your own personal or internal business purposes.

1.2 Supplemental Terms

Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Service are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.

1.3 Updates

Avec may require you to install updates to the Applications that you have installed on the devices through which you access or use the Service (“Device”). You acknowledge and agree that Avec may update the Service with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Service. Any future release, update or other addition to the Service shall be subject to this Agreement.

2. Registration

2.1 Registering Your Account

In order to access certain features of the Service, you may be required to register an account on the Service (“Account”), have a valid email account with one of the email providers supported by the Service through which you can connect your email account to the Service (each such email account, a “Third-Party Account”), and/or have an account with the app store from which you downloaded the Application.

2.2 Access to Third-Party Account(s)

The Service may allow you to link your Account with one or more Third-Party Account(s) by allowing Avec to access your Third-Party Account(s), as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Avec and/or grant Avec access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Avec to pay any fees or making Avec subject to any usage limitations imposed by such third-party service providers. By granting Avec access to any Third-Party Account, you understand that Avec may access, copy, make available, store and otherwise process any email messages (including contents of email bodies, subject lines, headers (e.g., to, from, cc, bcc, etc.), attachments, and metadata), the “contact book” associated with your email account, information contained in any calendar account you connect to the Service (including event names, times, locations, videoconference details, descriptions, invitees, and attendance data), any voice recordings you provide to the Service, information, data, text, files, photographs, graphics, video, and/or other materials that you have provided to and stored in your Third-Party Account (“Email Content”) so that it is available on and through the Service via your Account. Unless otherwise specified in this Agreement, all Email Content is considered to be Your Content (as defined in Section 3.2 (Ownership of Content)) for all purposes of this Agreement. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you transmit to or through your Third-Party Accounts may be available on and through your Account on the Service. OUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND AVEC DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Avec makes no effort to review any Email Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Avec is not responsible for any Email Content.

2.3 Disconnecting Third-Party Accounts

You may disable the connection between your Account and your Third-Party Accounts at any time by either (i) revoking Avec's access through the Third-Party Account provider's settings (e.g., your Google account settings); or (ii) disconnecting via the “Settings" section of the Service. Avec shall have no liability to you arising from or related to any such disconnection or deletion.

2.4 Registration Data

In registering an account on the Service, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

2.5 Your Account

Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Avec. Avec reserves the right to terminate your Account if it has been inactive for one hundred eighty (180) days, and, in such event, you shall not be entitled to any refund. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by anyone under the age of 16, and you will accept full responsibility for any unauthorized use of the Service by anyone under the age of 16. You are responsible for any use of your credit card or other payment instrument (e.g., PayPal). You may not share your Account or password with anyone, and you agree to notify Avec immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete or not current, or Avec has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, Avec has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. Avec reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Service if you have been previously removed by Avec, or if you have been previously banned from any of the Service.

2.6 Necessary Equipment and Software

You must provide all Devices and other equipment or software necessary to access or use the Service. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Service.

2.7 AI Features & Accuracy

(a) You acknowledge and agree that the Service utilizes artificial intelligence (“AI”) technology, including third-party AI services, and includes AI features that are capable of autonomously performing tasks or taking actions on your behalf without requiring your express approval for each individual action. Examples of such AI-powered features and functionality may include, without limitation, email prioritization, drafting, summarization, voice search, or in-thread AI. You acknowledge that when you use AI-powered features of the Service, including to generate content (such as drafting or summarizing emails) or to take actions on your behalf (such as creating and sending meeting invitations or automatically prioritizing emails) using AI functionality of the Service, you are interacting with an AI system. Any email messages, information, materials, data or other Content you input into or share with our AI-powered features in the Service are referred to as “Input,” and all responses to you generated by these AI-powered features, or automated actions taken by these AI-powered features, are referred to as “Results.”

(b) To the extent permitted by applicable law, you retain all ownership rights in your Input, and you own the Content of any Results, subject to this Agreement. You acknowledge that, due to the nature of AI technology, Results may not be unique, and the same or similar Results may be generated for other users, and that nothing in this Agreement will prevent the provision of the same or similar Results for other users. Accordingly, Avec does not guarantee that you will exclusively own the Results. Additionally, Avec does not represent or warrant that the Results are protectible by any intellectual property rights under applicable law for your intended purposes, or that the Results do not incorporate, infringe or misappropriate the intellectual property or proprietary rights of any third party.

(c) YOU ACKNOWLEDGE THAT ANY RESULTS ARE INTENDED TO ASSIST USERS ONLY AND ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS. AVEC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO ANY INPUTS OR RESULTS, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, TRUTHFULNESS, TIMELINESS, SUITABILITY OR NON-INFRINGEMENT. FURTHERMORE, AVEC WILL HAVE NO LIABILITY FOR THE UNAVAILABILITY OF ANY THIRD-PARTY AI SERVICE, OR ANY THIRD-PARTY’S DECISION TO DISCONTINUE, SUSPEND OR TERMINATE ANY THIRD-PARTY AI SERVICE. Without limiting the foregoing, you acknowledge that the Results are based on Inputs, as well as third-party AI services, and that Avec has no control over any such Inputs or third party AI services. You are solely responsible for any such Inputs and Results. Without limiting the foregoing, you are solely responsible for reviewing the Results and independently verifying the accuracy, reliability, and appropriateness of the Results for your specific needs. Results may sometimes include inaccuracies, mischaracterizations, errors, or hallucinations due to the inherent limitations of AI technology. By nature, the Service may not accurately summarize, categorize, or interpret Inputs at all times. Results are not a substitute for professional judgment or expert advice.

(d) Results may not reflect our views and do not imply endorsement of third-party products or services. By using the Service, you acknowledge and accept full responsibility for evaluating the accuracy, completeness, reliability, and suitability of all Results and agree to employ “humans in the loop” (e.g., to use human oversight and review) when necessary or appropriate. You agree that you will not use Results to make any decision that could legally, financially, or otherwise materially impact any third party or their rights.

2.8 Connecting Email Accounts that are Associated with Third-Party Organization

If you connect a Third-Party Account associated with a third-party domain or organization (e.g., a work or employer-provided email address), you acknowledge that you are responsible for obtaining any necessary permission from such third-party to enable you to connect such Third-Party Account, and you assume all risks associated with such connection. Avec reserves the right, but shall have no obligation, to disconnect access to such Third-Party Account through the Service at any time, including if requested by the applicable organization, domain owner or administrator.

3. Content

3.1 Types of Content

Subject to your compliance with this Agreement, you may share or upload any email communications (including contents of email bodies, subject lines, headers (e.g., to, from, cc, bcc, etc.), attachments, and metadata), the “contact book” associated with your email account, information contained in any calendar account you connect to the Service (including event names, times, locations, videoconference details, descriptions, invitees, and attendance data), information, data, text, software, music, sound, photographs, graphics, video, voice recordings, messages, tags and/or other materials (“Content”) through the Service, and may also use the Service to generate Results which may include Content. You, and not Avec, are entirely responsible for all Content that you make available, upload, share, send, email, transmit, query or otherwise generate on or through or to the Service (“Make Available”), including Email Content and the Content of Results generated on your behalf using AI functionality. When you Make Available any Content, you represent that you own and/or have sufficient rights to use such Content in connection with the Service, including to grant the license set forth in Section 3.3 (License to Your Content).

3.2 Ownership of Content

Avec does not claim ownership of any Content that you Make Available through the Service (collectively, “Your Content”). Subject to Section 3.3 (License to Your Content) and 2.7 (AI Features and Accuracy), as between Avec and you, you are the owner of all right, title and interest in Your Content.

3.3 License to Your Content

Subject to any applicable Account settings that may be made available to you, you grant Avec a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (to our service providers) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute Your Content (in whole or in part) for the purposes of operating and providing the Service to you, and to provide product support, debug issues and improve the Service and user experience and for security or compliance purposes. Additionally, you hereby grant us, a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (to our service providers) right and license to analyze usage patterns, performance metrics, prompts, and other data derived from Your Content to improve our Services, debug issues, conduct analytics, troubleshoot issues, and enhance the overall user experience and for security or compliance purposes.

3.4 Content Restrictions

Your use of the Service must comply at all times with this Section 3.4. Without limiting the foregoing, you must not Make Available Content on or through the Service, or attempt to create Results through the Service, that:

• (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane;
• (B) infringes or misappropriates any third party’s intellectual property rights or other proprietary rights;
• (C) contains any viruses, worms or other malicious computer programming codes that may damage the Service;
• (D) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Avec’s prior written consent, or
• (E) violates any applicable Supplemental Terms.

Furthermore, Your Content may not contain nudity, violence, sexually explicit, obscene, or offensive subject matter as determined by Avec in its sole discretion.

3.5 Storage

Unless expressly agreed to by Avec in writing elsewhere, Avec has no obligation to store any of Your Content. Avec has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain features and functionality of the Service may enable you to specify the level at which the Service accesses Your Content. In such cases, you are solely responsible for applying the appropriate level of access to Your Content. If you do not choose a level of access, the system may default to its most permissive setting. You agree that Avec retains the right to create reasonable limits on Avec’s use and storage of Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Service and as otherwise determined by Avec in its sole discretion.

4. Ownership

4.1 The Service

Except with respect to Your Content, you agree that Avec and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, any computer code, concepts, artwork, documentation, and Avec software) and all improvements, enhancements and updates made thereto. You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.

4.2 Trademarks

Avec’s name and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of Avec and may not be used without permission in connection with your, or any third-party’s, products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

4.3 Feedback

You agree that submission of any ideas, suggestions, documents, bug reports, and/or proposals to Avec regardless of how submitted (“Feedback”) is at your own risk and that Avec 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 Avec 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 the Service and/or Avec’s business.

5. User Conduct and Certain Restrictions

As a condition of use, you agree not to:

• use the Service for any purpose that is prohibited by this Agreement or by applicable law;
• use the Service or any Results to develop, improve, or otherwise inform any product or service that competes with Avec or our third-party AI service providers, including to develop AI models that compete with Avec or our third-party AI service providers, products, and services; or
• allow anyone under the age of sixteen to use the Service without consent from their parent or guardian.

You shall not (and shall not permit any third party) to:

• (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service;
• (ii) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form);
• (iii) use any metatags or other “hidden text” using Avec’s name or trademarks;
• (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service, or attempt to extract the source code from the Service or any related software, except to the extent the foregoing restrictions are expressly prohibited by applicable law;
• (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
• (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Service;
• (vii) impersonate any person or entity, including any employee or representative of Avec;
• (viii) interfere with or attempt to interfere with the proper functioning of the Service, including any APIs or the servers or networks providing the Service, or use the Service in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, defects, Trojan horses, malware, or any other items of a destructive nature into the Service, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service;
• (ix) defame, abuse, harass, stalk, or threaten others;
• (x) promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements;
• (xi) use the Service for any activities where the use or failure of the Service could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems); or
• (xii) use the Service to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.

Unless otherwise specified in writing by Avec, Avec does not intend use of the Service to create obligations under the Health Insurance Portability and Accountability Act, as amended (“HIPAA”), and makes no representations that the Service satisfies HIPAA requirements. If you are (or become) a “covered entity” or “business associate” as defined in HIPAA, you will not use the Service for any purpose or in any manner involving Making Available protected health information to Avec. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by Avec pursuant to this Agreement.

6. Investigations, Monitoring, & No Obligation to Pre-Screen Content

6.1 Avec may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Service and/or Content at any time. You hereby provide your irrevocable consent to such monitoring.

6.2 Without limiting the foregoing, Avec reserves the right to:

• (a) remove or refuse to make available any of Your Content for any or no reason in our sole discretion;
• (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Avec;
• (c) disclose your identity or other information about you to any third party who claims that material transmitted by you violates their rights, including their intellectual property rights or their right to privacy;
• (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if Avec otherwise believes that criminal activity has occurred; and/or
• (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement.

Upon determination of any possible violations by you of any provision of this Agreement, Avec, may, at its sole discretion immediately terminate your license to use the Service, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

6.3 If Avec believes that criminal activity has occurred, Avec reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Service, including Your Content, in Avec’s possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Avec, its users or the public, and all enforcement or other government officials, as Avec in its sole discretion believes to be necessary or appropriate.

7. Third-Party Service

7.1 Third-Party Application Access

With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.

7.2 Accessing and Downloading the Application from the Apple App Store

The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

(a) You acknowledge and agree that (i) this Agreement is concluded between you and Avec only, and not Apple, and (ii) Avec, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Avec and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Avec.

(d) You and Avec acknowledge that, as between Avec and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(e) You and Avec acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Avec and Apple, Avec, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.

(f) You and Avec acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

(g) Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

8. Fees and Purchase Terms

8.1 Third-Party Service Provider

Avec may use a third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”). If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

8.2 Payment

8.2(a) Fees

Avec reserves the right to charge fees for access to the Service, or certain features or functionality thereof. You shall pay all fees or charges (“Fees”) to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. By providing Avec and/or our Third-Party Service Provider with your payment information, you agree that Avec and/or our Third-Party Service Provider is authorized to immediately invoice your Account for all Fees due and payable to Avec hereunder and that no additional notice or consent is required. You shall immediately notify Avec of any change in your payment information to maintain its completeness and accuracy. Avec reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Avec and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Service are non-refundable.

8.3 Subscriptions

If you purchase access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the Fee for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription (“Subscription Service Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase. The duration of any Subscription period and any applicable free trial period will be identified at the time you sign up for such Subscription. Avec reserves the right to change the timing of our billing. Avec reserves the right to change the Subscription pricing at any time in accordance with Section 16.6 (Agreement Updates). If changes to the Subscription price occur that impact your Subscription, Avec will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account. If you do not agree with such changes, you may cancel your Subscription as set forth in Section 8.3(a)(i) (Cancelling Subscriptions Purchased via Avec) or 8.3(a)(ii) (Cancelling Subscriptions Purchased via a Third-Party Application Store). Avec is not obligated to provide the Service to you until Avec accepts your order by a confirmatory email, SMS/MMS message, or other appropriate means of communication.

8.3(a) Automatic Renewal

If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Avec’s then-current price for such Subscription until terminated in accordance with this Agreement. The frequency at which your Subscription renews (i.e., weekly, monthly, annually, etc.) will be designated at the time that you sign up for the Subscription and may be modified by you via your Account settings. By subscribing, you authorize Avec to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Avec does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that Avec may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).

8.3(a)(i) Cancelling Subscriptions Purchased via Avec

If you purchased your Subscription directly from Avec, you may cancel your Subscription by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page. If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, you must contact Avec at legal@avec.ai, or log in and go to the “Change/Cancel Membership” page on your “Account Settings” page.

8.3(a)(ii) Cancelling Subscriptions Purchased via a Third-Party Application Store

If you wish to cancel, change, or terminate a Subscription that you purchased from a third-party application store, you must do so prior to the Renewal Commencement Date via such third-party application store.

8.3(a)(iii) Effect of Cancellation

If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period.

8.3(b) Upgrades and Downgrades

If you choose to upgrade your Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement. In any future Renewal Term, the fees will reflect any such upgrades. If you choose to downgrade a Subscription, the downgrade will take effect as of the first day of the next Renewal Term. Downgrading a Subscription may cause loss of content, features, or capacity of the Services as available, and Avec does not accept any liability for such loss.

8.4 Taxes

The Fees do not include any Sales Tax (defined below) that may be due in connection with the Service provided under this Agreement. If Avec determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, Avec shall collect such Sales Tax in addition to the Fees. If any services, or payments for any services, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Avec, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you shall indemnify Avec for any liability or expense Avec may incur in connection with such Sales Taxes. Upon Avec’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

8.5 Withholding Taxes

You shall make all payments of Fees to Avec free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to Avec shall be your sole responsibility, and you shall provide Avec with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

8.6 Free Trials and Promotional Access

Notwithstanding Section 8.3 (Subscriptions), any free trial or other promotional access to the Service must be used within the time specified at the time you registered for such free trial or promotion. If expressly indicated at the time of signing up for a free trial or promotional access, your free trial or discounted access rate will automatically convert to a paid Subscription at our then-current rates for such Subscription and your Payment Provider will be charged for the applicable Subscription at the end of your free trial unless you cancel the Subscription in accordance with Section 8.3(a) before the free trial or promotional period ends. If you fail to cancel the Subscription before the free trial or promotional period ends, you will be responsible for payment for the full term of the Subscription period. Unless otherwise expressly stated, any free trial or other promotion that provides a registered user level access to the Services must be used within the specified time of the trial.

9. Indemnification

You shall indemnify and hold Avec, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Avec Party” and collectively, the “Avec Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following:

• (i) Your Content and/or your use of any Results;
• (ii) your use of, or inability to use, the Service;
• (iii) your violation of this Agreement;
• (iv) your violation of any rights of another party, including any user; or
• (v) your violation of any applicable laws, rules or regulations.

Avec reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Avec in asserting any available defenses. This provision does not require you to indemnify any of the Avec Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.

10. Disclaimer of Warranties

10.1 As Is

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE AVEC PARTIES EXPRESSLY DISCLAIM 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 SERVICE OR YOUR CONTENT.

(a) THE AVEC PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE OR ANY RESULTS WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS, ADVICE, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(c) FROM TIME TO TIME, AVEC MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT AVEC’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

10.2 No Liability for Conduct of Third Parties

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE AVEC PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE AVEC PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, INCLUDING ANY THIRD-PARTY PROVIDERS OF AI SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU UNDERSTAND THAT AVEC DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. AVEC MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. YOU ACKNOWLEDGE AND AGREE THAT AVEC DOES NOT CONDUCT BACKGROUND CHECKS ON ANY USER. AVEC MAKES NO WARRANTY THAT THE GOODS OR SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. AVEC MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICE.

10.3 Artificial Intelligence

LAWS AND REGULATIONS GOVERNING USE OF GENERATIVE AI ARE RAPIDLY EVOLVING, AND AVEC DOES NOT GUARANTEE THAT YOUR USE OF THE SERVICE OR RESULTS WILL COMPLY WITH APPLICABLE LAWS AND REGULATIONS OR THAT FUTURE LAWS AND REGULATIONS WILL NOT IMPACT YOUR USE THEREOF. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICE AND ANY RESULTS COMPLIES WITH ALL APPLICABLE LAWS.

11. Limitation of Liability

11.1 Disclaimer of Certain Damages

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE AVEC PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY AVEC PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICE; (ii) ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF AN AVEC PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY AN AVEC PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY AN AVEC PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

11.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AVEC PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO AVEC BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (ii) $100; OR (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF AN AVEC PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY AN AVEC PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY AN AVEC PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

11.3 User Content

AVEC ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT) OR PERSONALIZATION SETTINGS.

11.4 Exclusion of Damages

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11.5 Basis of the Bargain

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AVEC AND YOU.

12. Procedure for Making Claims of Intellectual Property Right Infringement

It is Avec’s policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Avec by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and made available on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information:

• (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right;
• (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed;
• (iii) a description of the location on the Service of the material that you claim is infringing;
• (iv) your address, telephone number, and email address;
• (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and
• (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf.

Contact information for Avec’s designated agent for notice of claims of infringement is as follows: Legal Department, legal@avec.ai, Nearly Extraterrestrial Technology, Inc., 2261 Market St, Suite 10824, San Francisco CA 94114, United States.

13. Term and Termination

13.1 Term

The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.

13.2 Termination of Service by Avec

You have thirty (30) days from the Subscription Service Commencement Date, or any Renewal Commencement Date, for any Service hereunder, to cancel such Service, in which case, Avec will refund your Service Subscription Fee if already paid pursuant to Section 8.2 (Payment) or 8.3 (Subscriptions), for the applicable Service. Except as set forth above, the Service Subscription Fee for any Service is non-refundable. If you have materially breached any provision of this Agreement, or if Avec is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), Avec has the right to, immediately and without notice, suspend or terminate any Service provided to you. Avec reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. In the event we exercise our right to terminate without cause, we will refund you for any pre-paid portion of your unused Subscription. You agree that all terminations for cause are made in Avec’s sole discretion and that Avec shall not be liable to you or any third party for any termination of your Account.

13.3 Termination by You

If you want to terminate this Agreement, you may do so by (i) notifying Avec at any time and (ii) closing your Account for the Service. Your notice should be sent, in writing, to Avec’s address set forth below. ANY SUCH TERMINATION WILL BE EFFECTIVE AT THE END OF THE THEN-CURRENT TERM OF ANY AND ALL OF THE SUBSCRIPTIONS AS SET FORTH IN SECTION 8.3(a) (AUTOMATIC RENEWAL), WHICH WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 8.3(a) (AUTOMATIC RENEWAL).

13.4 Effect of Termination

Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Account for cause, we may also bar your further use or access to the Service. Avec will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

13.5 No Subsequent Registration

If this Agreement is terminated for cause by Avec or if your Account or ability to access the Service is discontinued by Avec due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.

14. International Users

The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your country. These references do not imply that Avec intends to announce such service or Content in your country. The Service is controlled and offered by Avec from its facilities in the United States of America. Avec makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.

15. Arbitration Agreement

15.1 Applicability of Arbitration Agreement

Subject to the terms of this Section 15 (“Arbitration Agreement”), you and Avec agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Service, any communications you receive, anything sold or distributed through the Service, or this Terms of Service or prior versions of this Terms of Service (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Avec may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Avec may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that were not noticed at the time you first became subject to these Terms of Service but that arose or involve facts occurring before the existence of this or any prior versions of the Terms of Service as well as claims that may arise after the termination of these Terms of Service.

15.2 Informal Dispute Resolution

There might be instances when a Dispute arises between you and Avec. If that occurs, Avec is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and Avec agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Avec agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.

To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to Avec should be sent by regular mail to Nearly Extraterrestrial Technology, Inc., ℅ ZenBusiness Inc., 2520 Venture Oaks Way, Suite 120, Sacramento, CA 95833. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Dispute, including the specific relief sought. Avec will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or a Avec representative).

The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. The Informal Dispute Resolution Conference, if requested by either party, shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.

The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

15.3 Waiver of Jury Trial

YOU AND AVEC HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Avec are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

15.4 Waiver of Class and Other Non-Individualized Relief

EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Subsection 15.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Avec agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Avec from participating in a class-wide or mass settlement of claims.

15.5 Rules and Forum

The Terms of Service evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, or after completion of the Informal Dispute Resolution Conference, if requested, you and Avec agree that either party shall have the right to finally resolve the Dispute through binding arbitration.

The arbitration will be administered by the National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, and the account username (if applicable), as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Avec should be sent by regular mail to Nearly Extraterrestrial Technology, Inc., ℅ ZenBusiness Inc., 2520 Venture Oaks Way, Suite 120, Sacramento, CA 95833. Avec will provide the Demand to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date.

If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).

Unless you and Avec otherwise agree, or the Batch Arbitration process discussed in subsection 15.9 is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in San Francisco, California or, at your election, the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”).

You and Avec agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

You and Avec agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.

15.6 Arbitrator

The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of California and will be selected by the parties from NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under subsection 15.9 is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.

15.7 Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

15.8 Attorneys’ Fees and Costs

Unless fee shifting is specifically authorized by law or by the NAM Rules, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules. If you or Avec need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall be entitled to recover from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.

15.9 Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, you and Avec agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Avec by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, a ninety (90)-day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.

All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Avec.

You and Avec agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

15.10 30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Nearly Extraterrestrial Technology, Inc., ℅ ZenBusiness Inc., 2520 Venture Oaks Way, Suite 120, Sacramento, CA 95833, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Avec account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any Opt-Out Notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or Avec’s rights. If you opt out of this Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.

15.11 Invalidity, Expiration

Except as provided in the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” if any part or parts of this Arbitration Agreement (other than Section 15.9) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if Section 15.9 of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in the State of California. You further agree that any Dispute that you have with Avec as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

15.12 Modification

You and we agree that Avec retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted at https://www.avec.ai/terms and you should check for updates regularly. Notwithstanding any provision in these Terms of Service to the contrary, we agree that if Avec makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Service, including the acceptance of products and services offered through the Service following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of these Terms of Service with an arbitration agreement and you did not validly opt out of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Avec will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms of Service.

16. General Provisions

16.1 Electronic Communications

The communications between you and Avec may take place via electronic means, whether you visit the Service or send Avec emails, or whether Avec posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Avec in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Avec electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

16.2 Assignment

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Avec’s prior written consent. Avec may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

16.3 Force Majeure

Avec 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, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

16.4 Questions, Complaints, Claims

If you have any questions, complaints or claims with respect to the Service, please contact us at: Nearly Extraterrestrial Technology, Inc., 2261 Market St, Suite 10824, San Francisco CA 94114, United States or at legal@avec.ai. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

16.5 Consumer Complaints

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

16.6 Agreement Updates

When changes are made, Avec will make a new copy of this Terms of Service and/or Supplemental Terms, as applicable, available on the Service, and we will also update the “Effective Date” at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. Avec may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S), YOU MUST STOP USING THE SERVICE.

16.7 Exclusive Venue

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Avec agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in California.

16.8 Governing Law

THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

16.9 Choice of Language

It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.

16.10 Notice

Where Avec requires that you provide an email address, you are responsible for providing Avec with a valid and current email address. In the event that the email address you provide to Avec is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Avec’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Avec at the following address: legal@avec.ai. Such notice shall be deemed given when received by Avec by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

16.11 Waiver

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

16.12 Severability

If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

16.13 Export Control

You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Avec are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Avec products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

16.14 Entire Agreement

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.