These Terms of Service ("Terms") govern your access to and use of the websites, platform, APIs, SDKs, mobile applications, and related services (collectively, "Services") provided by Avala AI, Inc. ("Avala," "we," "us," or "our"), a Delaware corporation. By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy (collectively, the "Agreement").
If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms. If you do not agree to these Terms, do not use the Services.
1. Account Registration
To access certain features of the Services, you must create an account. You agree to:
- Provide accurate, complete, and current registration information
- Maintain the security of your account credentials
- Promptly notify us of any unauthorized access to your account
- Accept responsibility for all activity that occurs under your account
You may create only one account per individual. Avala reserves the right to suspend or terminate accounts that violate these Terms.
2. Use License
Subject to these Terms, Avala grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes. This license does not include the right to:
- Sublicense, sell, resell, or distribute the Services to third parties
- Modify, adapt, or create derivative works based on the Services
- Reverse engineer, decompile, or disassemble any part of the Services
- Access the Services to build a competitive product or service, or to copy features, functionality, or user interface elements
- Use the Services in any way that violates applicable law or these Terms
All rights not expressly granted are reserved by Avala and its licensors.
3. Acceptable Use
You agree not to use the Services to:
- Violate any applicable law, regulation, or third-party rights
- Upload or transmit malicious code, viruses, or harmful content
- Attempt to gain unauthorized access to the Services, other accounts, or related systems
- Interfere with or disrupt the integrity or performance of the Services
- Engage in fraudulent activity, including creating fake accounts or distributing spam
- Circumvent any access controls, rate limits, or usage restrictions
- Use the Services for purposes that are harmful, deceptive, or discriminatory
- Use automated means to scrape, harvest, or extract data from the Services beyond what is permitted by your plan and our API documentation
Avala reserves the right to investigate violations and may suspend or terminate access at our sole discretion.
4. Customer Materials and Work Product
Your Data
You retain all right, title, and interest in data, materials, and content you upload to the Services ("Customer Materials"), including all intellectual property rights therein.
License to Avala
You grant Avala:
- A royalty-free, worldwide, non-exclusive license during the term of service to use Customer Materials as necessary to provide the Services and deliver work product; and
- A royalty-free, worldwide, non-exclusive, perpetual, irrevocable license to use anonymized and aggregated data derived from Customer Materials to operate, analyze, and improve the Services, including developing enhanced annotation tools and quality models.
Work Product
Annotation work product created by Avala on your behalf is performed as work-for-hire, and ownership of such work product vests in you upon delivery. Unless you opt out in writing, you grant Avala an unrestricted license to use work product for internal purposes, including worker training, quality evaluation, and product development.
Anonymized Data
If Avala uses or discloses information derived from Customer Materials (for example, in research or marketing), such data will be aggregated or anonymized so that it cannot reasonably identify you or your organization. You may opt out of aggregated data usage through your service agreement or by contacting privacy@avala.ai.
5. AI and Automation Disclaimer
Certain features of the Services use artificial intelligence and machine learning. You acknowledge that:
- AI-generated outputs (including pre-annotations, suggestions, and quality predictions) are probabilistic and may contain errors
- AI outputs are provided as assistive tools and should be reviewed by qualified personnel before use in production systems, especially safety-critical applications
- Avala does not guarantee the accuracy, completeness, or fitness of AI-generated outputs for any particular purpose
- You are responsible for validating AI-assisted outputs before relying on them
6. API Terms
Use of the Avala API (including through third-party integrations or SDKs) is subject to these Terms and the following additional terms:
- You must authenticate all API requests using valid credentials
- Abuse or excessively frequent requests may result in temporary or permanent suspension of API access. Avala will make reasonable efforts to notify you before suspension
- Avala may modify, deprecate, or discontinue API endpoints with reasonable advance notice
- You are responsible for ensuring that your use of the API complies with all applicable laws and these Terms
- Rate limits and usage quotas apply as described in our API documentation
7. Payment and Billing
If your use of the Services requires payment:
- Fees are as set forth in your order form or the pricing published on our website
- All fees are non-refundable except as expressly stated in your service agreement
- Overdue payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law
- Avala may suspend access to the Services for overdue accounts after 30 days' written notice
8. Intellectual Property
The Services, including all software, content, designs, trademarks, and documentation, are the exclusive property of Avala and its licensors, protected by intellectual property laws. Nothing in these Terms transfers any intellectual property rights to you except the limited license granted in Section 2.
9. Confidentiality
Each party agrees to protect the other party's confidential information with the same degree of care it uses for its own confidential information (but no less than reasonable care). Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.
10. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." AVALA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
AVALA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AVALA OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.
AVALA'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO AVALA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES — IN SUCH CASES, THE ABOVE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
12. Indemnification
You agree to defend, indemnify, and hold harmless Avala and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:
- Your use of the Services
- Your breach of these Terms
- Your violation of any third-party rights
- Your Customer Materials
- Any dispute between you and a third party related to the Services
Indemnification is conditioned on Avala: (a) promptly notifying you of the claim, (b) providing reasonable cooperation, and (c) allowing you to control the defense or settlement. Avala may participate in the defense through its own counsel at its own expense.
13. Suspension and Termination
By You
You may terminate your account at any time by contacting us or using the account settings in the Services.
By Avala
Avala may suspend or terminate your access to the Services if:
- You breach these Terms and fail to cure within 30 days of written notice
- You engage in activity that poses a security risk or may harm Avala, its users, or third parties
- Required by law or legal process
- Your account has been inactive for an extended period
Effect of Termination
Upon termination: (a) your license to use the Services immediately ends; (b) you must cease all use of the Services; (c) we will make your Customer Materials available for export for 30 days following termination, after which we may delete them; and (d) provisions that by their nature should survive termination (including Sections 4, 8–12, and 15–17) will survive.
14. Modifications to Terms
Avala may update these Terms from time to time. We will provide at least 30 days' notice of material changes by email or prominent notice on the Services. Your continued use of the Services after the effective date of changes constitutes acceptance. If you do not agree with the updated Terms, you must stop using the Services.
15. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of California, without regard to conflict of law principles.
Any dispute arising under these Terms shall first be subject to good-faith negotiation for 30 days. If unresolved, disputes shall be resolved by binding arbitration under the rules of JAMS in San Francisco, California, except that either party may seek injunctive relief in any court of competent jurisdiction.
Class Action Waiver. You agree that any dispute resolution will be conducted on an individual basis and not as a class, consolidated, or representative action.
16. General Provisions
- Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond reasonable control, including natural disasters, pandemic, war, terrorism, government actions, power failures, or internet disruptions.
- Export Controls. You agree to comply with all applicable export control laws and regulations. You may not use or export the Services in violation of U.S. export laws.
- Assignment. You may not assign these Terms without Avala's prior written consent. Avala may assign these Terms in connection with a merger, acquisition, or sale of assets.
- Severability. If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force.
- Entire Agreement. These Terms, together with the Privacy Policy and any applicable order forms, constitute the entire agreement between you and Avala regarding the Services.
- Waiver. Failure to enforce any provision of these Terms does not constitute a waiver of that provision.
17. Publicity
By using the Services, you grant Avala a non-exclusive, royalty-free right to use your company name, logo, and trademarks solely for the purpose of identifying you as a customer of Avala on our website and marketing materials. You may revoke this right at any time by written notice to legal@avala.ai.
18. Contact
If you have questions about these Terms, contact us at:
Email: legal@avala.ai Address: Avala AI, Inc., San Francisco, California