AIVORYS
Terms and Conditions of Service
Effective Date: June 1, 2025
Last Updated: June 1, 2025
- Acceptance of Terms
These Terms and Conditions of Service (“Terms,” “Agreement”) constitute a legally binding agreement
between Aivorys LLC. (“Aivorys,” “we,” “our,” or “us”) and you, the individual or legal entity accessing or
using our Services (“Customer,” “User,” or “you”).
BY ACCESSING OR USING OUR SERVICES, CLICKING ‘I AGREE,’ EXECUTING AN ORDER FORM, OR
OTHERWISE MANIFESTING ASSENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND
AGREE TO BE BOUND BY THESE TERMS AND ALL POLICIES INCORPORATED HEREIN BY REFERENCE. IF YOU
DO NOT AGREE, YOU MUST NOT ACCESS OR USE OUR SERVICES.
If you are accessing our Services on behalf of a company or other legal entity, you represent and warrant
that you have authority to bind that entity to these Terms, in which case references to ‘you’ shall refer
to both you and that entity. - Definitions
As used in these Terms, the following definitions apply:
“Services” means Aivorys’ cloud computing infrastructure, artificial intelligence tools, automation
platforms, chatbot solutions, voice-agent technologies, APIs, developer tools, customer portals, and any
related software, platforms, documentation, or services offered by Aivorys.
“Account” means the registered user account that grants you access to the Services.
“Customer Data” means any data, content, or materials submitted, uploaded, transmitted, or otherwise
provided by you or your end-users through the Services.
“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, moral rights, and
any other intellectual or proprietary rights worldwide.
“Order Form” means a written or electronic document specifying the Services subscribed, applicable
fees, and other terms, executed by both parties.
“Subscription” means your paid or trial-basis access to designated Services for a specified period.
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“End User” means any individual or system that accesses or uses the Services through your account or
on your behalf.
“Documentation” means technical and operational documentation, user guides, and specifications made
available by Aivorys relating to the Services.
“Confidential Information” means any non-public information disclosed by one party to the other that is
marked as confidential or that a reasonable person would understand to be confidential given its nature
and the circumstances of disclosure.
- Account Registration and Requirements
To access our Services, you must create an Account. By registering, you agree to:
Provide accurate, complete, and current information during registration and keep such information up
to date
Maintain the confidentiality of your account credentials, including your username and password
Be responsible for all activities that occur under your Account, whether or not authorized by you
Notify Aivorys immediately of any unauthorized use of your Account or any other security breach
Ensure that only authorized personnel access the Services under your Account
Aivorys reserves the right to refuse, suspend, or terminate any Account at its sole discretion, including
for violation of these Terms, fraudulent or illegal activity, or prolonged inactivity. You must be at least
eighteen (18) years of age to create an Account. - User Responsibilities and Acceptable Use
You are solely responsible for your use of the Services and for all Customer Data you submit or process
through the Services. You agree to use the Services only for lawful purposes and in accordance with
these Terms. You agree that you will NOT:
Use the Services in violation of any applicable local, national, or international law or regulation
Engage in unauthorized access, interference with, or disruption of the Services or servers and networks
connected to the Services
Transmit or store any content that is unlawful, defamatory, harassing, obscene, fraudulent, or infringing
of third-party rights
Reverse engineer, decompile, disassemble, or attempt to derive the source code of any portion of the
Services
Use the Services to build competitive products or services, or to benchmark against competing offerings
without our prior written consent
Introduce viruses, malware, ransomware, or other malicious code into the Services or associated
systems
Use automated means (such as scrapers, bots, or crawlers) to access or collect data from the Services
without authorization
Exceed usage limits specified in your Subscription or Order Form
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Attempt to circumvent security measures, access controls, or other protective mechanisms
implemented by Aivorys
Sublicense, resell, or transfer access to the Services without Aivorys’ prior written consent (except as
expressly permitted)
Aivorys reserves the right to investigate and take appropriate action against any user who violates this
Section, including suspension or termination of Services and referral to law enforcement authorities.
- Service Use Limitations and Modifications
Aivorys provides the Services subject to the following limitations and conditions:
Services are subject to usage limits, rate limits, API call limits, and storage limits as specified in your
Subscription tier or Order Form. Exceeding these limits may result in overage charges or temporary
throttling.
Aivorys may modify, update, or discontinue features of the Services at any time. Where a modification
materially reduces the functionality of your Subscription, we will provide reasonable prior notice.
Aivorys does not guarantee that the Services will be error-free, uninterrupted, or available at all times.
We publish a Service Level Agreement (SLA) separately, where applicable.
We may perform scheduled and emergency maintenance that may affect Service availability. We will
use reasonable efforts to provide advance notice of scheduled maintenance. - Payments, Billing, and Subscriptions
Access to paid Services is conditioned upon timely payment of applicable fees. The following terms
govern your financial obligations:
6.1 Fees
Fees are described in your applicable Order Form, pricing page, or Subscription plan. All fees are stated
in U.S. dollars unless otherwise agreed. Aivorys reserves the right to modify pricing upon reasonable
notice, with changes effective at the next renewal period.
6.2 Billing and Payment
By providing payment information, you authorize Aivorys (or its designated payment processor) to
charge your payment method for all applicable fees. Fees are due in advance of the applicable
Subscription period unless otherwise specified. Failure to pay may result in suspension or termination of
your access to the Services.
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6.3 Taxes
All fees are exclusive of applicable taxes. You are responsible for paying all taxes, levies, duties, or
similar governmental charges (excluding taxes on Aivorys’ net income) associated with your purchase.
6.4 Subscriptions and Renewals
Subscriptions automatically renew for successive periods equal to the initial Subscription term unless
you cancel prior to the renewal date. To avoid charges, you must cancel your Subscription in accordance
with our cancellation policy before the renewal date.
6.5 Refunds
Fees paid are generally non-refundable unless otherwise required by law or expressly stated in your
Order Form. If you believe you have been charged in error, please contact us within thirty (30) days of
the charge.
- Intellectual Property Rights
7.1 Aivorys IP
Aivorys and its licensors retain all rights, title, and interest in and to the Services, including all software,
algorithms, models, platforms, interfaces, trademarks, trade names, logos, and Documentation. These
Terms do not convey to you any ownership rights in the Services or any underlying technology. Subject
to your compliance with these Terms and payment of applicable fees, Aivorys grants you a limited, non-
exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your
internal business purposes during the Subscription term.
7.2 Customer Data
You retain all Intellectual Property Rights in and to Customer Data. By submitting Customer Data to the
Services, you grant Aivorys a limited, non-exclusive, worldwide license to process, store, and use
Customer Data solely as necessary to provide the Services and as described in our Privacy Policy. Aivorys
does not claim ownership over Customer Data.
7.3 Feedback
If you provide us with suggestions, ideas, or feedback about the Services, you grant Aivorys a perpetual,
irrevocable, worldwide, royalty-free license to use and incorporate such feedback into the Services
without obligation to you.
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- Content Standards
All content submitted through or generated via the Services must comply with applicable law and
Aivorys’ Acceptable Use Policy. You are solely responsible for Customer Data and for ensuring that your
use of AI-generated outputs complies with all legal requirements, including intellectual property laws,
privacy regulations, and anti-discrimination laws. Aivorys expressly disclaims liability for:
The accuracy, completeness, or legality of AI-generated outputs
Third-party claims arising from Customer Data or your use of AI outputs
Customer Data that violates third-party Intellectual Property Rights
You agree not to use the Services to generate, store, or transmit content that is harmful, abusive,
unlawful, or that violates any third party’s rights. Aivorys reserves the right to remove content or
suspend access if we reasonably determine that content violates these standards. - HIPAA Compliance Disclaimer
IMPORTANT NOTICE FOR HEALTHCARE CUSTOMERS: STANDARD SERVICES ARE NOT HIPAA-
COMPLIANT
Aivorys’ standard Services — including, without limitation, its cloud computing infrastructure, chatbot
solutions, and voice-agent platforms — are NOT designed, configured, or certified to comply with the
Health Insurance Portability and Accountability Act of 1996 (HIPAA), including the HIPAA Privacy Rule
(45 C.F.R. Part 164), Security Rule (45 C.F.R. Part 164), and Breach Notification Rule (45 C.F.R. Part 164).
Accordingly, Aivorys’ standard Services do not satisfy the requirements of a HIPAA-compliant Business
Associate Agreement (BAA) by default, and Aivorys cannot serve as a Business Associate (as defined
under HIPAA) under the standard service configuration.
COVERED ENTITIES, BUSINESS ASSOCIATES, AND ANY OTHER ENTITIES SUBJECT TO HIPAA ARE STRICTLY
PROHIBITED FROM USING AIVORYS’ STANDARD SERVICES TO PROCESS, STORE, TRANSMIT, OR ACCESS
PROTECTED HEALTH INFORMATION (PHI) UNLESS THEY HAVE SEPARATELY CONTRACTED WITH AIVORYS
FOR THE DEDICATED HIPAA-COMPLIANT INFRASTRUCTURE SOLUTION AND A FULLY EXECUTED BAA IS IN
EFFECT.
Aivorys offers a dedicated HIPAA-compliant infrastructure solution for eligible healthcare customers.
This solution is separately configured, priced, and governed by a Business Associate Agreement. To
inquire, please contact: david@aivorys.com
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Without such a separately contracted and activated HIPAA-compliant infrastructure arrangement,
Aivorys makes no representation, warranty, or covenant that its Services comply with HIPAA or any
other healthcare data regulation, including the Health Information Technology for Economic and Clinical
Health Act (HITECH), 42 C.F.R. Part 2 (Substance Abuse Records), or applicable state healthcare privacy
laws. Customers are solely responsible for their own HIPAA compliance obligations and any
consequences arising from the unauthorized processing of PHI through non-compliant services.
- Confidentiality
Each party agrees to maintain the confidentiality of the other party’s Confidential Information using at
least the same degree of care it uses to protect its own confidential information, and not less than
reasonable care. Each party agrees to use the other party’s Confidential Information only for purposes of
fulfilling its obligations or exercising its rights under these Terms. These obligations do not apply to
information that: (a) is or becomes publicly known through no breach of these Terms; (b) was already
known to the receiving party prior to disclosure; (c) is independently developed by the receiving party
without reference to the disclosing party’s Confidential Information; or (d) is required to be disclosed by
law or regulatory authority, provided that the receiving party provides prompt prior written notice
where legally permissible. - Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND,
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, AIVORYS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS
WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, OR COMPLETE
WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF AI-GENERATED OUTPUTS
WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AIVORYS OR ITS AUTHORIZED
REPRESENTATIVES SHALL CREATE A WARRANTY. YOU ASSUME ALL RISK FOR USE OF AND RELIANCE ON
THE SERVICES AND ANY OUTPUTS GENERATED THEREBY. - Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
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12.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL AIVORYS OR ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS
OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS,
ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
12.2 CAP ON LIABILITY. AIVORYS’ TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT
OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE
AMOUNT PAID BY YOU TO AIVORYS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE
TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).
12.3 ESSENTIAL BASIS. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS
SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS
OF THE BARGAIN BETWEEN THE PARTIES. AIVORYS WOULD NOT HAVE ENTERED INTO THESE TERMS
WITHOUT THESE LIMITATIONS.
Some jurisdictions do not allow the exclusion of certain warranties or limitation of certain liabilities. In
such jurisdictions, Aivorys’ liability will be limited to the maximum extent permitted by law.
- Indemnification
You agree to defend, indemnify, and hold harmless Aivorys, its affiliates, and their respective officers,
directors, employees, contractors, agents, licensors, and successors from and against any and all claims,
liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable
attorneys’ fees) arising out of or relating to:
Your access to or use of the Services
Customer Data or any content you submit, process, or generate through the Services
Your violation of these Terms
Your violation of any applicable law, rule, or regulation
Your violation of any third-party rights, including Intellectual Property Rights or privacy rights
Your failure to comply with HIPAA or other applicable healthcare regulations (where applicable)
Aivorys reserves the right to assume the exclusive defense and control of any matter subject to
indemnification by you, and you agree to cooperate with Aivorys’ defense of any such claim. - Governing Law and Dispute Resolution
14.1 Governing Law
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These Terms and any dispute arising out of or related to them shall be governed by and construed in
accordance with the laws of the State of California, United States of America, without regard to its
conflict of law principles.
14.2 Dispute Resolution
In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the
Services, the parties shall first attempt to resolve the dispute through good-faith negotiation. If such
negotiation does not result in resolution within thirty (30) days, either party may pursue formal dispute
resolution as provided below.
14.3 Jurisdiction and Venue
Subject to any right to arbitration, each party consents to the exclusive jurisdiction of the state and
federal courts located in Alameda County, California for any legal proceedings arising under these
Terms.
14.4 Arbitration
Any dispute that cannot be resolved through negotiation may be submitted to binding arbitration
administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The
arbitration shall take place in Berkeley, California. The arbitrator’s award shall be final and binding, and
judgment on the award may be entered in any court of competent jurisdiction. Nothing in this Section
prevents either party from seeking injunctive or other equitable relief in a court of competent
jurisdiction.
14.5 Class Action Waiver
YOU AGREE THAT ANY CLAIMS SHALL BE BROUGHT SOLELY IN YOUR INDIVIDUAL CAPACITY AND NOT AS
A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both
parties agree in writing, no arbitrator or court may consolidate more than one person’s claims or
otherwise preside over any form of class or representative proceeding.
- Termination
15.1 Termination by You
You may terminate your Subscription or close your Account at any time by providing written notice to
Aivorys in accordance with your Order Form or through your Account settings. Termination will be
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effective at the end of the then-current Subscription period unless otherwise agreed. Fees paid for the
current period are generally non-refundable.
15.2 Termination by Aivorys
Aivorys may suspend or terminate your access to the Services, in whole or in part, immediately and
without prior notice if: (a) you breach these Terms or any applicable policy; (b) you fail to pay fees when
due; (c) your use of the Services poses a security risk or legal liability to Aivorys or third parties; or (d)
required by applicable law.
15.3 Effect of Termination
Upon termination or expiration of these Terms for any reason: (a) all licenses and rights granted to you
hereunder shall immediately terminate; (b) you must cease all use of the Services and delete any copies
of Aivorys software in your possession; (c) each party shall promptly return or destroy the other party’s
Confidential Information; and (d) you remain liable for all outstanding fees accrued prior to termination.
Aivorys will provide a reasonable opportunity for you to export Customer Data following termination,
subject to applicable retention policies.
15.4 Survival
The following Sections shall survive termination or expiration of these Terms: Definitions (Section 2),
Intellectual Property Rights (Section 7), HIPAA Disclaimer (Section 9), Disclaimer of Warranties (Section
11), Limitation of Liability (Section 12), Indemnification (Section 13), Governing Law (Section 14), and
any other provisions that by their nature should survive.
- General Provisions
16.1 Entire Agreement
These Terms, together with any Order Forms, the Privacy Policy, and any other policies incorporated
herein by reference, constitute the entire agreement between you and Aivorys regarding the subject
matter hereof and supersede all prior or contemporaneous agreements, negotiations, representations,
or understandings between the parties.
16.2 Severability
If any provision of these Terms is found to be invalid or unenforceable by a court of competent
jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable,
and the remaining provisions shall remain in full force and effect.
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16.3 Waiver
No waiver of any provision of these Terms shall be effective unless in writing and signed by an
authorized representative of Aivorys. No waiver shall be deemed a continuing waiver or a waiver of any
other provision.
16.4 Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder without Aivorys’ prior
written consent. Aivorys may freely assign these Terms, including in connection with a merger,
acquisition, or sale of assets. Any assignment in violation of this Section shall be null and void.
16.5 Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms arising
from causes beyond its reasonable control, including acts of God, pandemics, natural disasters,
government actions, internet outages, or cyberattacks, provided that the affected party gives prompt
written notice to the other party and uses reasonable efforts to mitigate the impact.
16.6 Notices
All notices required or permitted under these Terms shall be in writing and shall be deemed delivered
when: (a) personally delivered; (b) sent by email with confirmation of receipt; or (c) sent by overnight
courier to the address specified in your Order Form or Account. Notices to Aivorys shall be sent to:
david@aivorys.com.
16.7 Headings
Section headings are for convenience only and shall not affect the interpretation of these Terms.
- Changes to These Terms
Aivorys reserves the right to modify these Terms at any time. We will notify you of material changes by:
(a) posting the revised Terms on our website with an updated effective date; (b) sending email notice to
the address associated with your Account; or (c) presenting an in-product notification. Your continued
use of the Services after the effective date of any modification constitutes your acceptance of the
modified Terms. If you do not agree to the modified Terms, you must stop using the Services and may
terminate your Subscription.
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- Contact Information
For questions, concerns, or notices relating to these Terms, please contact:
Aivorys LLC.
Email: david@aivorys.com
Phone: (510) 849-9420
Website: https://aivorys.com
Address: Aivorys Inc., 1831 Solano Ave #7024, Berkeley, CA 94707