Last Updated: 2024-08-11
The following are the Terms and Conditions (the "Agreement") which govern your access and use of our online platform through which service ("Services") may be provided (collectively the "Platform"). The Platform may be provided or be accessible via multiple websites or applications whether owned and/or operated by us or by third parties, including, without limitation, the website advyzer.ai and its related apps.
IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A CLASS ACTION WAIVER AS DETAILED BELOW.
By accessing or using the Platform, you are entering into this Agreement. You should read this Agreement carefully before starting to use the Platform. If you do not agree to be bound to any term of this Agreement, you must not access the Platform.
By entering into this Agreement, you are also agreeing to the terms and conditions of the Platform privacy policy (the "Privacy Policy"). The Privacy Policy is incorporated into and deemed a part of this Agreement.
When the terms "we", "us", "our" or similar are used in this Agreement, they refer to any company that owns and operates the Platform (the "Company").
When the terms "you", "your", "user", "users", or similar are used in this Agreement, they refer to any person or system that accesses or uses the Platform ("User" or "Users").
The Company reserves the right to change this Agreement at any time at its sole business discretion. Please check the Agreement regularly for changes. Your continued use of the Platform following the posting of any changes to the Agreement will constitute your acceptance of and agreement to those changes.
While we hope that the Platform's services, content and recommendations are beneficial to Users, you understand, agree and acknowledge that they may not be correct or appropriate for every particular situation and/or a substitute for needs that might require in-person help from a qualified professional. You also understand, agree and acknowledge that the Company will not be liable for any damage or loss you deem caused by the Platform.
Provider Services
The Platform may be used to connect you with a Service Provider ("Provider") who may offer to provide services to you facilitated by the Platform ("Provider Services"). A Provider is any practitioner, professional, expert, coach, advisor, or any other person who uses the Platform to facilitate Provider Services. For purposes of this Agreement, the Provider is a User, and the same terms of the Agreement that would apply to any User also apply to the Provider. IN ADDITION, Providers are bound by the terms in the Provider-Specific Terms and Conditions section below.
We require every Provider facilitating Provider Services through the Platform to be an accredited, trained, and experienced licensed Provider, or similar applicable recognized professional certification based on their country, state and/or jurisdiction. Providers must have a relevant training accreditation in their field, at least 250 hours of hands-on experience, and have to be qualified and certified by their respective professional association after successfully completing the necessary education, exams, training and practice requirements as applicable.
The Providers are independent service providers who are neither our employees nor agents nor contractors nor representatives. The Platform's role is limited to connecting you with Provider Service options from a qualified Provider. The Providers themselves are responsible for the delivery, performance and quality of the Provider Services. If you feel the Provider Services provided by the Provider do not fit your needs or expectations, you may either stop using the Platform, or change to a different Provider who provides Provider Services through the Platform. While we have a large database of Providers, you should note that because of licensure requirements that differ from jurisdiction to jurisdiction, not all Providers available on our database will be available for you to match with, or at any particular time, or for any set period of time. If a Provider you have been connected with stops using the Platform at any time after you have been connected, we will send an email to notify you that your Provider is no longer on the Platform and that you have the opportunity to either stop using the Platform or match with a new Provider.
While we hope that the Platform and Provider Services are beneficial to you, you understand, agree and acknowledge that they may not be the appropriate solution for everyone's needs and that they may not be appropriate for every particular situation and/or a substitute for needs that might require in-person Provider services. You also understand, agree and acknowledge that the Company will not be liable for any damage or loss caused by the the Platform, Provider or Provider Services.
IF YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL YOUR LOCAL EMERGENCY SERVICES NUMBER AND NOTIFY THE RELEVANT AUTHORITIES. THE PLATFORM IS NOT DESIGNED FOR USE IN ANY OF THE AFOREMENTIONED CASES AND NEITHER THE COMPANY NOR ITS PROVIDERS CAN PROVIDE THE ASSISTANCE REQUIRED IN ANY OF THE AFOREMENTIONED CASES.
Intellectual Property
The Platform, the websites advyzer.ai, advyzor.ai and their related apps and all rights, title, and interest, including all related intellectual property rights therein are owned by the Company, its licensors, or other providers of such material (collectively, "Intellectual Property") . This Agreement is not a sale and does not convey or grant you any rights in or related to the Platform, or any Intellectual Property rights owned by Advyzer.
"Advyzer", "AdvyzerAI", "Advyzer AI", "Advyzor", "AdvyzorAI", "Advyzor AI", "advyzer.ai", "advyzor.ai" and all related names, logos, product and service names, designs, and slogans ("Advyzer Marks") are trademarks of the Company or its affiliates or licensors. You must not use Advyzer Marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Platform and the website are the trademarks of their respective owners.
Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Platform solely in connection with your use of the Services and/or Provider Services on your personal device; and (ii) access and use any content, information and related materials that may be made available through the Services and/or Provider Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by the Company and its licensors.
Third Party Content
The Platform may contain other content, products or services which are offered or provided by third parties ("Third Party Content"), links to Third Party Content (including but not limited to links to other websites) or advertisements which are related to Third Party Content. We have no responsibility for the creation of any such Third Party Content, including (but not limited to) any related products, practices, terms or policies, and we will not be liable for any damage or loss caused by any Third Party Content.
Disclaimer of Warranty and Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE US AND AGREE TO HOLD US HARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE RESULTING FROM THE PLATFORM, PLATFORM SERVICES, PROVIDERS or PROVIDER SERVICES, INCLUDING (WITHOUT LIMITATION) ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, INFORMATION AND/OR SERVICE OF ANY PROVIDER AND/OR ANY OTHER CONTENT, RECOMMENDATIONS OR INFORMATION ACCESSIBLE THROUGH THE PLATFORM.
YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT THE PLATFORM IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, NON-INFRINGEMENT, SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. THE USE OF THE PLATFORM IS AT YOUR OWN RISK. TO THE FULLEST EXTENT OF THE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED.
YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES.
YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT OUR AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT AND ANY AND ALL USE OF THE PLATFORM WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID BY YOU OR ON YOUR BEHALF THROUGH THE PLATFORM IN THE 3 MONTHS PERIOD PRIOR TO THE DATE OF THE CLAIM.
If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.
This section (limitation of liability) shall survive the termination or expiration of this Agreement.
Arbitration
THIS SECTION OF THIS AGREEMENT SHALL BE REFERRED TO AS THE "ARBITRATION AGREEMENT."
By accepting the terms of this Arbitration Agreement, you and the Company (collectively, "Parties") agree that any dispute, claim, or controversy (except those specifically exempted below) arising out of or relating to (i) this Agreement and prior versions of this Agreement, or concerning the existence, applicability, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof; and (ii) the use of the Platform, Services, and/or Provider Services (collectively, "Disputes") will be resolved on an individual basis by final and binding arbitration, regardless of its date of accrual. Except as it otherwise provides, this Arbitration Agreement is intended to apply to the resolution of Disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. All claims in arbitration are subject to the same statutes of limitation that would apply in court. By accepting the terms of this Arbitration Agreement, you and the Company mutually agree to waive their respective rights to trial by jury.
The Parties acknowledge that the Agreement involves interstate commerce and agree that all issues relating to arbitration or enforceability of this Arbitration Agreement will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). The arbitration shall be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules ("AAA Consumer Rules"), which are available via the internet at www.adr.org or by using a service such as Google to search for "AAA Consumer Arbitration Rules"; provided however, that if there is a conflict between the AAA Consumer Rules and this Arbitration Agreement, this Arbitration Agreement shall govern. The following terms and procedures shall apply:
The arbitration shall be heard by one arbitrator selected in accordance with the AAA Consumer Rules. The arbitrator shall be a member of the bar of the state in which the arbitration will be conducted or a retired judge from any jurisdiction and, in either case, shall have experience in the law underlying the dispute.
Other than issues related to the Class Action Waiver (as defined below), the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, any part of it, or of the Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement or Agreement is void or voidable.
If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in Austin, Texas.
Each party will pay the fees for its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. In all cases where required by law, the Company will pay the arbitrator's and arbitration fees. If under applicable law the Company is not required to pay all of the arbitrator's and/or arbitration fees, such fee(s) will be apportioned between the Parties in accordance with said applicable law. Any disputes regarding whether the Company is required to pay the arbitrator's and arbitration fees and/or how those fees are to be apportioned between the Parties will be resolved by the arbitrator.
The arbitrator shall issue orders (including subpoenas to third parties for pre-hearing discovery) allowing the parties to conduct discovery sufficient to allow each party to prepare its claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
Except as provided in the Class Action Waiver (as defined below), the arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The arbitrator shall apply the state or federal substantive law, or both, as is applicable.
Either party shall be permitted to file a motion to dismiss and/or motion for summary judgment and the arbitrator will apply the standards of the Federal Rules of Civil Procedure governing such motions.
The arbitrator's decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator's decision or award in any court of competent jurisdiction.
A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this Arbitration Agreement. The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.
If for any reason the AAA will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
Nothing in this Arbitration Agreement prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement. This Arbitration Agreement also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Agreement. Nothing in this Arbitration Agreement prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration.
Class, Collective, and Other Representative Action Waivers ("Class Action Waiver"). You and the Company mutually agree that by entering into this Arbitration Agreement, both waive their right to have any dispute, claim, or controversy brought, heard or arbitrated as a class, collective, and/or other representative action to the maximum extent permitted by law, and an arbitrator will not have any authority to hear or arbitrate any such class, collective, or other representative action. You also waive your right to receive notice of any class, collective, or other representative action that may be filed. Notwithstanding any other clause contained in this Arbitration Agreement or the AAA Consumer Rules, as defined above and incorporated herein by reference, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (i) the dispute is filed as a class, collective, or other representative action; and (ii) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, or other representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
Mass Arbitration. To the extent permitted by applicable law, to increase efficiency of resolution, in the event 25 or more arbitration demands of a similar nature are filed against the Company, presented by or with the assistance or involvement of the same law firm or organization, the Parties agree that this will constitute a "Mass Arbitration" and the following terms and procedures shall apply:
The Parties shall cooperate to group the arbitration demands into randomized batches of no more than 100 demands per batch. To the extent there are fewer than 100 arbitration demands left over after the batching previously described, a final batch shall consist of the remaining demands.
Claimants' counsel shall organize and present the batched demands to the arbitration provider in a format as directed by the arbitration provider.
The arbitration provider shall treat each batch of demands as one case, with each case having one demand for arbitration, one appointed arbitrator, and one set of administrative documents, and administrative and filing fees per batch.
A separate arbitrator will be appointed to, and administrative and filing fees assessed for, each batch of demands.
The Parties agree that arbitration demands are of a "similar nature" if they arise out of or relate to a similar factual scenario and raise the same or similar legal issues and seek the same or similar relief. You agree to cooperate in good faith with the Company and the arbitration provider to implement such a batch approach to resolution and fees. Disagreements over the applicability of this batch arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. Notwithstanding any provision in the Agreement to the contrary, batch arbitrations shall take place in Austin, Texas.
Exceptions to Arbitration.
Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of the following claims:
Also, this Arbitration Agreement does not apply to disputes that may not be subject to arbitration as expressly provided by a controlling federal or state statute. Disputes between the parties that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (H.R. 4445), or as provided by an Act of Congress are excluded from the coverage of this Arbitration Agreement.
Optional Pre-Arbitration Dispute Resolution and Notification.
Before initiating arbitration, you and the Company may first attempt to resolve any Disputes informally for 30 days, unless this time period is mutually extended by the Parties. The informal negotiations begin upon receipt of written notice from one party to the other ("Notice of Dispute"). The Notice of Dispute must: (i) include the full name and contact information of the complaining party; (ii) describe the nature and basis of the dispute, claim, or controversy; and (iii) set forth the specific relief sought. The Company will send its Notice of Dispute to your billing or email address. You will send your Notice of Dispute to contact@advyzer.ai. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the Parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible as a result of its use in the negotiation.
Application to Third Parties.
This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third parties, including but not limited to your spouses, heirs, third-party beneficiaries and assigns, where their underlying claim(s) arise out of or relate to your use of the Platform or Provider Services. To the extent that any third-party beneficiary to this Agreement brings claims against the Parties, those claims shall also be subject to this Arbitration Agreement.
Right to Opt Out of Arbitration.
You may opt out from this Arbitration Agreement within 30 days after you first access or use the Platform by sending written notice of your decision to opt-out to contact@advyzer.ai, using the subject line "Arbitration Opt-Out." Please state that you are opting out of this Arbitration Agreement and Class Action Waiver and provide your name and address. If you opt out of this Arbitration Agreement and Class Action Waiver within the 30-day period, neither you nor Advyzer will be required to arbitrate disputes and may instead litigate those disputes without regard to this Arbitration Agreement and Class Action Waiver. Advyzer Users who accessed the Platform before April 6, 2023 will have the option to opt out of the Arbitration Agreement and Class Action Waiver within 30 days of April 6, 2023. Should you not opt out of this Arbitration Agreement and Class Action Waiver within the 30-day period, you and Advyzer shall be bound by the terms of this Arbitration Agreement and Class Action Waiver. You have the right to consult with counsel of your choice concerning this Arbitration Agreement and Class Action Waiver.
Survival.
This Arbitration Agreement survives after the termination or expiration of the Parties' relationship.
Your Subscription
We offer different subscription options that you can choose; including billing that can occur monthly, quarterly or yearly. Any type of subscription you choose will continue and automatically renew until you cancel the subscription. By choosing a recurring subscription, you acknowledge that such paid services have a recurring payment and you accept responsibility for all recurring charges prior to cancellation.
You can cancel the subscription to the service at any time for any reason. Your subscription must be canceled before it renews in order to avoid the next billing cycle. For the further avoidance of any doubt, unless otherwise advised by Advyzer, any Services accrued but unused within a billing cycle will not roll over or be eligible for use after that billing cycle concludes.
We reserve the right to change our subscription or adjust the subscription prices of our services. Any changes to your subscription will only take effect following proper notice to you.
Free Trials: Occasionally, we offer free trials for our Services. Once a free trial expires, the paid subscription will commence automatically at the end of the free trial period.
Your Account, Representations, Conduct and Commitments
You hereby confirm that you are legally able to consent to use the Platform and/or receive Provider Services, or have the consent of a parent or guardian, and are legally able to enter into a contract.
Minor Consent: Where consent from a parent or guardian is required to use the Platform and/or receive Provider Services, you hereby confirm that as the consenting parent or guardian, you have the sole right to consent to Platform usage and/or Provider Services for the minor and are not legally mandated to confer with or get consent from any other legal guardian before consenting. You also give affirmative consent to the provisions set forth in the accompanying Privacy Policy regarding the collection, process, and use of personal information on behalf of the minor. You also agree that consent to use the Platform and/or receive Provider Services remains valid until the minor is no longer a User of the Platform.
You hereby confirm and agree that all the information that you provided in or through the Platform, and the information that you will provide in or through the Platform in the future, is accurate, true, current and complete. Furthermore, you agree that during the term of this Agreement you will make sure to maintain and update this information so it will continue to be accurate, current and complete.
You agree, confirm and acknowledge that you are responsible for maintaining the confidentiality of your password and any other security information related to your account (collectively "Account Access"). We advise you to change your password frequently and to take extra care in safeguarding your password.
You agree to notify us immediately of any unauthorized use of your Account Access or any other concern for breach of your account security.
You agree, confirm and acknowledge that we will not be liable for any loss or damage that incurred as a result of someone else using your account, either with or without your consent and/or knowledge.
You agree, confirm and acknowledge that you are solely and fully liable and responsible for all activities performed using your Account Access. You further acknowledge and agree that we will hold you liable and responsible for any damage or loss incurred as a result of the use of your Account Access by any person whether authorized by you or not, and you agree to indemnify us for any such damage or loss.
You agree and commit not to use the account or Account Access of any other person for any reason.
You agree and confirm that your use of the Platform, including Provider Services, are for your own personal use only and that you are not using the Platform for or on behalf of any other person or organization.
You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt, any of our systems, services, servers, networks or infrastructure, or any of the Platform's systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.
You agree and commit not to make any use of the Platform for the posting, sending or delivering of either of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or potentially harmful content; (d) any content that infringes a third party right including intellectual property rights; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause or encourage a criminal action or violate any applicable law.
You agree and commit not to violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code in relation to your use of the Platform and your relationship with the Providers and us.
If you receive any file from us or from a Provider, whether through the Platform or not, you agree to check and scan this file for any virus or malicious software prior to opening or using this file.
You will indemnify us, defend us, and hold us harmless from and against any and all claims, losses, causes of action, demands, liabilities, costs or expenses (including, but not limited to, litigation and reasonable attorneys' fees and expenses) arising out of or relating to any of the following: (a) your access to or use of the Platform; (b) any actions made with your account or Account Access whether by you or by someone else; (c) your violation of any of the provisions of this Agreement; (d) non-payment for any of the services (including Provider Services) which were provided through the Platform; (e) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right. This clause shall survive expiration or termination of this Agreement.
You confirm and agree to use only credit cards or other payment means (collectively “Payment Means”) which you are duly and fully authorized to use, and that all payment related information that you provided and will provide in the future, to or through the Platform, is accurate, current and correct and will continue to be accurate, current and correct.
You agree to pay all fees and charges associated with your account on a timely basis and according to the fees schedule, the terms and the rates as published in the Platform. By providing us with your Payment Means you authorize us to bill and charge you through that Payment Means and you agree to maintain valid Payment Means information in your account information.
Modifications, Termination, Interruption and Disruptions to the Platform
You understand, agree and acknowledge that we may modify, suspend, disrupt or discontinue the Platform, any part of the Platform or the use of the Platform, whether to all Users or to you specifically, at any time with or without notice to you. You agree and acknowledge that we will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions.
The Platform depends on various factors such as software, hardware and tools, either our own or those owned and/or operated by our contractors and suppliers. While we make commercially reasonable efforts to ensure the Platform's reliability and accessibility, you understand and agree that no platform can be 100% reliable and accessible and so we cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.
Export Controls and Sanctions
Advyzer products may be subject to US export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations ("EAR") maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the US Department of State. You warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions or otherwise listed on any US government list of prohibited or restricted parties.
You agree to comply with all applicable export and reexport control laws and regulations, including without limitation the EAR and trade and economic sanctions maintained by OFAC. Specifically, you agree not to – directly or indirectly – use, sell, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Advyzer under these Terms to any destination, entity, or person or for any end-use prohibited by the EAR, trade and economic sanctions maintained by OFAC, or any applicable laws or regulations of the United States or any other jurisdiction without obtaining any required prior authorization from the competent government authorities as required by those laws and regulations.
Notices
We may provide notices or other communications to you regarding this Agreement or any aspect of the Platform, by email to the email address that we have on record, by regular mail or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to contact@advyzer.ai.
If you are a Provider, the following Terms and Conditions apply to your access and use of the Platform in addition to all other Terms and Conditions in this Agreement:
By accessing or using the Platform, the Provider agrees that they have read and agreed to all terms in this Agreement. Upon the Provider's acceptance of the terms of this Agreement, they agree that they have been advised of and understand the potential risks, consequences, and benefits of administering services using the Platform. If the Provider does not agree to all the terms of this Agreement, they must not access or use the Platform.
The Provider will not (a) reproduce, modify, make derivative works of, reverse engineer, decompile, or disassemble the Platform or material found on the Platform, (b) modify copyright or other proprietary rights notices of Company or its licensors in or accompanying the Platform, (c) make the Platform available in any manner to any third party for use in the third party's business operations, (d) access or use (or permit third parties to access or use) the Platform in order to build or support any product or services competitive with the Platform, or (e) inaccurately or falsely represent themselves to the Company.
The Provider represents and warrants that (a) they are not located in a country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a "terrorist supporting" country; and (b) they are not listed on any U.S. Government list of prohibited or restricted parties.
The Company reserves exclusive rights to modify the features and functionality of the Platform as determined solely by the Company, and such modifications are subject to change or termination without notice.
The Company has the absolute and unmitigated authority to cease User referrals and/or Platform services to the Provider at any time in its sole discretion.
By entering into this Agreement, the Provider is also agreeing to the terms of the Platform Privacy Policy (see link above). For purposes of the Privacy Policy, the Provider is a User, and the same terms of the Privacy Policy that would apply to any User also apply to the Provider.
The Provider acknowledges and agrees that the Platform is being provided for use "as is" and on an "as available" basis without warranty of any kind, express, implied, or statutory. Therefore, they will not have any plea, claim, or demand towards the Company in relation to the Platform and/or its Users, Providers, Provider Services, properties, limitations, or compatibility with the Provider's needs. The Provider shall not have any plea, claim, or demand against the Company regarding any services they decide to provide in connection with the use of the Platform. To the fullest extent of the law, the Company expressly disclaims all warranties of any kind, whether expressed or implied.
Account creation, providing Provider Services, and any use of the Platform is being made at the Provider's sole and entire risk, without warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility, security, or accuracy.
The Company does not guarantee any referrals of Users and makes no representations regarding the volume or number of interactions the Provider will have with Users. The Company expressly disclaims all warranties for information generated, posted, or transmitted by the Platform's Services, Providers, and/or Users.
The Provider will bear all the risks associated with uploading and transmitting material and utilizing the Platform, including reliance on its accuracy, reliability, or legality.
The Company will not be deemed the provider or recipient of any services facilitated through the Platform. The Provider provides Provider Services at their sole and entire risk.
Under no circumstances will the Company be held liable to the Provider for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of business, revenue, profits, use, data, or other economic advantage.
The Provider acknowledges and agrees that the Company disclaims any liability in relation to any claim, suit, or action brought by a User in connection with the provision of any Provider Services by the Provider, including but not limited to representations by the Provider as to their qualifications and advice provided through the Platform. The Provider agrees to indemnify and hold the Company harmless in connection with any such claim and any damages or expenses arising therefrom.
The Provider will be solely responsible for any agreements they choose to make with a User. The Company will not be responsible or liable in any way for any agreement made between the Provider and a User or for enforcing any such agreement, including but not limited to any agreements in relation to the usage of the Platform in any way other than offered and suggested as the Provider Service on the Platform. Any agreement the Provider chooses to engage in with a User is at their sole responsibility and entire risk.
The Provider acknowledges that they will be solely responsible and liable for any damages to any User to whom they provide services and to any User who suffers damages arising from or connected to such services that they provided to that User. In the event of a dispute regarding any interaction conducted through the Platform, the Provider hereby releases the Company from all manner of actions, claims, or demands, and from any and all losses (direct, indirect, incidental, or consequential), damages, costs or expenses, including but not limited to, court costs and attorney's fees, which the Provider may have against one or more of the above.
The Provider shall be solely responsible for and shall indemnify the Company for and in respect of any income tax, national insurance, and social security contributions and any other liability, deduction, contribution, assessment, or claim arising from or made in connection with the performance of the Services, where recovery is not prohibited by law. The Provider shall further indemnify the Company against all reasonable costs, expenses, and any penalty, fine or interest incurred or payable by the Company in connection with or consequence of any such liability, deduction, contribution, assessment or claim.
The Provider agrees to indemnify, defend, and hold the Company harmless against any and all losses, damages, suits, judgments, costs, and expenses (including litigation costs and reasonable attorneys' fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against the Company, to the extent that such claim, suit, action or other proceeding is based on or arises from any breach of any representation, warranty, covenant or agreement to be performed by the Provider according to this Agreement.
If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.
The Company may at its option satisfy the indemnities above (in whole or in part) by way of deduction from any payments due to the Provider, unless local law requires otherwise. This section (disclaimers and limitation of liability) shall survive the termination or expiration of this Agreement.
Important Notes about our Agreement
This Agreement and our relationship with you shall both be interpreted solely in accordance with the laws of the State of Texas excluding any rules governing choice of laws.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND US. YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY PROMISES OR REPRESENTATIONS BY US EXCEPT AS SET FORTH IN THIS AGREEMENT.
You irrevocably agree that the exclusive venue for any action or proceeding arising out of relating to this Agreement or our relationship with you, regardless of theory, shall be the state courts located in Travis County in Texas. You irrevocably consent to the personal jurisdiction of the aforementioned courts and hereby waive any objection to the exercise of jurisdiction by the aforementioned courts. Nothing in this Agreement, including the choice of the laws of the State of Texas, affects your statutory rights as a consumer to rely on the mandatory consumer protection provisions contained in the law of the country in which you live.
We may change this Agreement by posting modifications on the Platform. Unless otherwise specified by us, all modifications shall be effective upon posting. Therefore, you are encouraged to check the terms of this Agreement frequently. The last update date of this Agreement is posted at the top of the Agreement. By using the Platform after the changes become effective, you agree to be bound by such changes to the Agreement. If you do not agree to the changes, you must terminate access to the Platform and participation in its services.
We may freely transfer or assign this Agreement or any of its obligations hereunder.
The paragraph headings in this Agreement are solely for the sake of convenience and will not be applied in the interpretation of this Agreement.
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
To clear any doubt, all clauses regarding arbitration, limitations of liabilities, and indemnification shall survive the termination or expiration of this Agreement.