Website Terms of Service

1. Acceptance of Terms and Scope

These Terms of Service (“Terms”) govern your access to and use of the actAVA AI website located at actava.ai and any related actAVA AI marketing, informational, or self-serve web properties (collectively, the “Site”). actAVA AI, Inc., a Delaware corporation (“actAVA AI,” “Company,” “we,” “us,” or “our”), provides the Site to you (“User” or “you”). By accessing or using the Site, you agree to be bound by these Terms. If you do not agree, do not use the Site.

1.1 Scope; Relationship to Other Agreements

These Terms govern only your use of the Site. They do not govern access to or use of the actAVA AI platform, including the KORA platform (BLUE, RED, GREEN), Pulse, or any related products, APIs, or services (collectively, the “Platform”), which are governed by separate agreements, including a Master Services Agreement (“MSA”), Order Form, Business Associate Agreement (“BAA”), Data Processing Addendum (“DPA”), and Service Level Agreement (“SLA”).

Order of precedence. In the event of any conflict between these Terms and a customer’s executed agreement with actAVA AI covering the Platform, the executed agreement controls with respect to the products and services covered by it. Nothing in these Terms creates obligations of, or limits the rights of, actAVA AI or any customer with respect to the Platform.

2. Description of the Site

The Site provides marketing information, product descriptions, technical documentation, blog content, gated resources (such as whitepapers and recorded demos), contact and demo request forms, and similar functionality. We may modify, suspend, or discontinue any part of the Site at any time, with or without notice.

Information on the Site is provided for general informational purposes only. The Site does not, and is not intended to, provide medical, legal, financial, regulatory, or other professional advice.

3. Eligibility and Authority

• You must be at least 18 years of age to use the Site.
• If you use the Site on behalf of an organization, you represent and warrant that you have authority to do so and to bind that organization to these Terms. References to “you” include such organization.
• You are responsible for ensuring that any information you submit through the Site (including via forms or gated-content registrations) is accurate and complete.
• If the Site offers any account, login, or self-serve registration functionality, you are responsible for safeguarding your credentials and for all activity occurring under them. Access to the Platform is governed exclusively by the MSA and related agreements.

4. Acceptable Use

You agree not to:

• Use the Site for any unlawful purpose or in violation of any applicable laws or regulations.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any aspect of the Site.
• Attempt to gain unauthorized access to the Site, our systems, or networks, or to any data not intended for you.
• Probe, scan, or test the vulnerability of the Site or any related infrastructure, except pursuant to a written authorization from us (e.g., under a published responsible-disclosure or bug-bounty policy).
• Transmit malware, viruses, ransomware, or other harmful code through the Site, including through forms or file uploads.
• Use the Site to generate, upload, or distribute content that is illegal, harmful, defamatory, harassing, or that infringes on or misappropriates third-party rights.
• Resell, redistribute, frame, or mirror the Site or its content without our prior written consent.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Submit Protected Health Information, payment card data, government-issued identifiers, export-controlled data, or other regulated data through the Site (see Section 7).

4.1 Automated Access, Scraping, and AI Training

The following are expressly prohibited without our prior written consent:

• Automated access to the Site, including scraping, crawling, harvesting, or use of bots, except as expressly permitted by our robots.txt and applicable law.
• Use of any portion of the Site or its content to train, fine-tune, evaluate, benchmark, or otherwise develop any artificial intelligence or machine learning model, dataset, or service, including any model that competes with or is intended to replicate actAVA AI products or services.
• Bypassing, disabling, or interfering with rate limits, security features, access controls, or technical measures protecting the Site.

Reservation of Rights for Text and Data Mining. actAVA AI expressly reserves all rights to use the Site and its contents for text and data mining and AI training, and opts out of any text and data mining or training exception or limitation under applicable law (including Article 4 of EU Directive 2019/790). This Section operates as an effective machine-readable reservation of rights for purposes of such laws.

5. Intellectual Property

All content, software, designs, graphics, text, documentation, and other materials provided through the Site (“Site Content”), and all trademarks, service marks, logos, and trade dress appearing on the Site, are owned by actAVA AI or its licensors and are protected by intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and view the Site Content for your internal informational and evaluation purposes only. No other rights are granted, by implication or otherwise.

5.1 Trademarks

“actAVA,” “actAVA AI,” “KORA,” “BLUE,” “RED,” “GREEN,” “Chryso” and related logos are trademarks of actAVA AI. You may not use these marks without our prior written consent, except as permitted by applicable fair-use doctrines (such as factual reference to our products in non-misleading contexts).

5.2 Feedback

If you submit comments, suggestions, ideas, or other feedback regarding the Site or our products and services (“Feedback”), you acknowledge that Feedback is non-confidential, and you grant actAVA AI a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate the Feedback for any purpose without compensation or attribution.

5.3 User Submissions

You retain ownership of information you voluntarily submit to the Site (such as contact form details and resource-download registrations). You grant actAVA AI a non-exclusive, worldwide, royalty-free license to use such submissions for the purpose of responding to you, providing requested resources, and operating the Site, in accordance with our Privacy Policy.

6. Privacy

Our collection and use of personal information through the Site is governed by our Privacy Policy, which is incorporated into these Terms by reference.

7. No Submission of PHI or Regulated Data

The Site is not intended for the submission of Protected Health Information (“PHI”) or other regulated data. Do not submit PHI, payment card information, Social Security numbers, or other sensitive regulated data through the Site (including via contact forms, demo requests, or email links).

PHI is processed only through the Platform and only pursuant to an executed BAA. If you mistakenly submit PHI through the Site, contact us immediately at compliance@actava.ai so we can take appropriate steps to delete or secure the information.

8. AI Features on the Site

The Site may include AI-powered features, such as informational chatbots, content generators, search assistants, or interactive demonstrations (“Site AI Features”). You acknowledge and agree that:

• Site AI Features are provided for illustrative and informational purposes only and are not a substitute for professional advice or for the actAVA AI Platform.
• Outputs of Site AI Features may be inaccurate, incomplete, outdated, or fabricated. You should not rely on any output for medical, clinical, legal, financial, regulatory, or other consequential decisions.
• No physician-patient, attorney-client, or other professional relationship is created through your use of the Site or any Site AI Features.
• You will not use Site AI Features to generate content that is illegal, harmful, infringing, or in violation of these Terms.
• Site AI Features are not medical devices, are not FDA-cleared, and are not intended for the diagnosis, treatment, cure, mitigation, or prevention of any disease.

9. Linking and Third-Party Content

You may link to the Site from your own website provided that the link does not falsely imply sponsorship, endorsement, affiliation, or approval by actAVA AI; does not frame the Site or any portion of it; and does not present the Site in a misleading, derogatory, or otherwise objectionable manner. We reserve the right to revoke linking permission at any time.

The Site may contain links to third-party websites, content, or services. We do not control and are not responsible for third-party websites or content. Your use of third-party websites is at your own risk and subject to those third parties’ terms.

10. Copyright Complaints (DMCA)

We respect intellectual property rights and respond to clear notices of alleged copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”). If you believe content available through the Site infringes your copyright, please send a written notice to our designated agent containing:

• Your physical or electronic signature.
• Identification of the copyrighted work claimed to be infringed.
• Identification of the allegedly infringing material and information sufficient to locate it.
• Your contact information (address, telephone, email).
• A statement of good-faith belief that the use is unauthorized.
• A statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the rights holder.

Designated Agent: actAVA AI Copyright Agent, 4695 Chabot Drive, Suite 200, Pleasanton, CA 94588 — legal@actava.ai

We may remove or disable access to allegedly infringing material and may terminate access for repeat infringers in appropriate circumstances.

11. Disclaimer of Warranties

THE SITE AND ALL SITE CONTENT (INCLUDING ANY OUTPUTS OF SITE AI FEATURES) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUTS OF SITE AI FEATURES WILL BE ACCURATE OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ACTAVA AI OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE WILL NOT EXCEED ONE HUNDRED US DOLLARS (US$100). THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation may not apply to you.

Platform liability is separate. Limitations of liability applicable to the Platform are set forth in the MSA and other applicable agreements, not in these Terms.

13. Indemnification

You agree to defend, indemnify, and hold harmless actAVA AI and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Your breach of these Terms;
• Your violation of any applicable law or regulation;
• Your infringement or misappropriation of any third-party right through your use of the Site or your submissions to the Site; or
• Your submission of PHI or other regulated data to the Site in violation of Section 7.

We will provide you with prompt notice of any such claim and reasonable cooperation, at your expense. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with our defense.

14. Suspension and Termination

We may suspend or terminate your access to the Site at any time, with or without notice, for any reason, including for violation of these Terms. Upon termination, your right to access and use the Site immediately ceases. Sections that by their nature should survive termination will survive, including Sections 4 (Acceptable Use), 5 (Intellectual Property), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law and Dispute Resolution), and 17 (General).

15. Governing Law and Dispute Resolution

Governing Law. These Terms and any dispute arising out of or relating to them or the Site are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Forum and Venue. Any action or proceeding arising out of or relating to these Terms or the Site will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and you consent to the personal jurisdiction of those courts and waive any objection to venue.

Class Action Waiver. To the maximum extent permitted by law, you and actAVA AI agree that any dispute will be brought only in your or our individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Time Limitation. Any cause of action arising out of or relating to these Terms or the Site must be commenced within one (1) year after the cause of action accrues; otherwise, it is permanently barred.

16. Modifications to These Terms

We may update these Terms from time to time. Material changes will be communicated by posting the revised Terms on the Site and updating the “Last Updated” date, and where appropriate by in-product notice or email at least 30 days in advance of the Effective Date. Your continued use of the Site after the Effective Date of revised Terms constitutes your acceptance of those revised Terms. If you do not agree, you must stop using the Site.

17. General

• Entire Agreement. These Terms, together with the Privacy Policy and any other documents incorporated by reference, constitute the entire agreement between you and actAVA AI regarding the Site, and supersede any prior agreements regarding the Site.
• Severability. If any provision is held unenforceable, the remaining provisions will continue in full force and effect.
• No Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.
• No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.
• Force Majeure. We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control.
• Export and Sanctions. You represent that you are not located in, and will not access the Site from, any jurisdiction subject to comprehensive US sanctions, and that you are not on any US government denied-parties or restricted-parties list. You agree to comply with applicable US and international export-control and sanctions laws.
• Electronic Communications. You consent to receive communications from us electronically, and you agree that all agreements, notices, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.
• Headings. Headings are for convenience only and do not affect interpretation.

18. Contact Information

For questions about these Terms, contact: