Advernyx Terms of Service

Draft for review — effective [DATE]

Welcome to Advernyx. These Terms of Service ("Terms") are a contract between you and Advernyx ("Advernyx," "Company," "we," "us"). They govern your use of the Advernyx web application and related services (the "Service"). By creating an account or using the Service, you agree to these Terms. If you don't agree, don't use the Service.

We've written these Terms to be readable. Plain language doesn't make them less binding — it just means you can actually understand what you're agreeing to.

1. Acceptance of These Terms

You accept these Terms by clicking "I agree" (or similar), creating an account, or using the Service. If you're using the Service on behalf of a team, brokerage, or company, you're agreeing on that organization's behalf, and you confirm you have the authority to do so. In that case, "you" means the organization.

2. The Service

Advernyx is a customer relationship management (CRM) platform built for US residential real-estate professionals. The Service lets you store and organize contacts, leads, and deals; send and receive messages with your clients; and use AI-assisted features.

How the AI features work. Advernyx includes AI features that can draft emails and text messages, suggest next steps, and summarize activity. These are drafting tools, not autopilots:

• AI drafts. You send. No AI-generated message is ever sent to your contacts automatically. Every outbound message requires a human on your account to review and approve it before it goes out. You are always the sender.
• AI suggestions (lead scores, next-best-action prompts, summaries) are recommendations, not instructions. You decide what to act on.

We may add, change, or remove features as the Service evolves. If we materially reduce core functionality you're paying for, we'll give you reasonable notice.

3. Accounts and Eligibility

• You must be at least 18 years old to use the Service.
• The Service is for business use by real-estate professionals and their teams. It is not intended for personal, family, or household use.
• You're responsible for your account credentials and for everything that happens under your account. Keep your password safe, and tell us right away at support@advernyx.com if you suspect unauthorized access.
• Account information you give us must be accurate and kept up to date.

4. Subscriptions, Trials, Billing, and Cancellation

• Free trial. New accounts may start with a free trial. No credit card is required to begin a trial. When the trial ends, you'll need a paid subscription to keep using paid features.
• Billing. Paid subscriptions are billed month-to-month (or as otherwise stated at checkout) through our payment processor. Prices are shown before you subscribe. We may change prices with at least 30 days' notice; changes apply at your next billing cycle.
• Cancellation. You can cancel anytime from your account settings or by emailing support@advernyx.com. Cancellation takes effect at the end of your current billing period, and you keep access until then.
• Refunds. [Fees are non-refundable except where required by law. / Refund and proration terms to be finalized with counsel.]
• Taxes. Prices don't include taxes unless stated. You're responsible for applicable sales or use taxes.

5. Your Data: Ownership, License, Export, and Deletion

Your data stays yours. All contacts, leads, deals, messages, notes, files, and other content you or your team put into the Service ("Customer Data") belong to you, not us.

• Limited license to us. You grant Advernyx a limited, non-exclusive license to host, process, transmit, display, and back up Customer Data — only as needed to provide, secure, and improve the Service for you, and as described in our Privacy Policy. We don't sell Customer Data, and we don't use it to train third-party AI foundation models (see Section 8 and the Privacy Policy).
• Export anytime. You can export your Customer Data from the Service at any time while your account is active.
• Deletion. If you delete data or close your account, we'll delete or de-identify your Customer Data within a reasonable period, subject to routine backup cycles and any legal retention obligations. Deleted records may first be "soft-deleted" (recoverable for a short window) before permanent removal.
• Your responsibility for your data. You're responsible for the accuracy and lawfulness of the Customer Data you bring into the Service, including having the right to store and use your clients' information.

6. Acceptable Use

Use the Service for legitimate business. Don't:

• Send spam, or send any message to a person who hasn't given the consent required by law (see Section 7).
• Use the Service for any unlawful, deceptive, or fraudulent purpose, including unlawful discrimination in housing-related communications.
• Upload malware, or probe, scan, or test the vulnerability of the Service without written permission.
• Scrape, crawl, or bulk-extract data from the Service other than through the export tools we provide.
• Resell, sublicense, or white-label the Service, or share one account/seat across multiple people to avoid fees.
• Attempt to access another customer's data or bypass usage limits or security controls.
• Use AI features to generate deceptive, harassing, or discriminatory content.

We may suspend or terminate accounts that violate this section, and we may suspend sending capability immediately if your messaging triggers spam complaints, carrier violations, or legal risk.

7. Communications Compliance — Who Is Responsible for What

Advernyx sends emails and text messages on your behalf and at your direction. Legally, you are the sender of record for every message sent from your account. This section matters — read it.

You warrant and agree that:

• You have the legally required consent (for example, prior express written consent where the Telephone Consumer Protection Act (TCPA) requires it) before contacting any person by text or phone through the Service, and you'll keep records of that consent.
• Your email messages comply with the CAN-SPAM Act: truthful subject lines, your accurate identity and physical mailing address, and a working unsubscribe mechanism in commercial email.
• You will honor opt-outs promptly. When someone replies STOP, unsubscribes, or otherwise revokes consent by any reasonable method, you will not contact them again through channels they've opted out of.
• The content of every message you approve and send — including AI-drafted content — complies with applicable law, including the Fair Housing Act and state real-estate licensing and advertising rules. Approving a draft means you've reviewed it and you stand behind it.
• You'll comply with carrier and industry requirements for SMS (including 10DLC registration requirements) as they apply to your use.

What Advernyx provides: tools to help you comply — opt-out capture and suppression, consent record-keeping, and unsubscribe handling. These tools support your compliance; they do not transfer your legal responsibility to us. You're responsible for how you use the Service to contact people.

Indemnity for messaging. If a third party (including a regulator or a message recipient) brings a claim arising from messages you sent or approved through the Service, that falls under your indemnification obligations in Section 14.

8. AI Features — What to Expect and What We Disclaim

• AI output can be wrong. AI-generated drafts, scores, and suggestions may be inaccurate, incomplete, outdated, or inappropriate for a given situation. You must review every AI draft before sending it and every AI suggestion before acting on it.
• Not professional advice. Nothing the AI produces is legal, financial, tax, or real-estate brokerage advice. For regulated questions (contracts, disclosures, fair-housing issues, licensing), consult your broker or an attorney.
• You own your approved output. As between you and Advernyx, message drafts you approve and send as part of your Customer Data are yours. We make no warranty about the intellectual-property status of AI-generated text.
• Third-party AI provider. AI drafting is powered by a third-party AI provider (currently Anthropic) via its commercial API. Under that provider's commercial terms as of the effective date of these Terms, API inputs and outputs are not used to train the provider's models. See the Privacy Policy for details.
• We may update, replace, or discontinue AI features or providers with reasonable notice for material changes.

9. Intellectual Property

The Service — its software, design, text, logos, and everything that isn't your Customer Data — is owned by Advernyx or its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription, under these Terms. You may not copy, modify, reverse-engineer, or create derivative works of the Service except where the law allows it regardless of this restriction.

10. Feedback

If you send us ideas, suggestions, or feedback about the Service, we can use them without restriction or payment to you. (We genuinely want your feedback — this clause just means we don't need a contract negotiation to act on it.)

11. Third-Party Services and Subprocessors

The Service is built on trusted third-party providers. As of the effective date, these include:

We may change subprocessors; the current list is maintained in our Privacy Policy. Your use of the Service may also interact with third-party services you connect (for example, your email or calendar); those are governed by their own terms.

12. Disclaimers of Warranties

The Service is provided "as is" and "as available." To the maximum extent permitted by law, Advernyx disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, error-free, or secure. We do not warrant that the Service will meet your requirements or generate any particular business result (leads, closings, or revenue).

Some jurisdictions don't allow certain warranty disclaimers, so parts of this section may not apply to you.

13. Limitation of Liability

To the maximum extent permitted by law:

• No indirect damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, even if advised of the possibility.
• Cap. Advernyx's total aggregate liability arising out of or relating to the Service or these Terms is limited to the amounts you paid us for the Service in the 12 months before the event giving rise to the claim (or $100 if you've paid nothing, such as during a free trial).
• These limits don't apply where the law prohibits limiting liability (for example, for gross negligence or willful misconduct in some states).

14. Indemnification

You will defend, indemnify, and hold harmless Advernyx and its officers, employees, and agents from claims, damages, fines, and expenses (including reasonable attorneys' fees) arising from: (a) your Customer Data; (b) messages you send or approve through the Service, including claims under the TCPA, CAN-SPAM, the Fair Housing Act, or state telemarketing and licensing laws; (c) your violation of these Terms or of applicable law; or (d) your violation of a third party's rights. We'll notify you promptly of any such claim and reasonably cooperate at your expense.

15. Termination

• By you: cancel anytime (Section 4).
• By us: we may suspend or terminate your account if you materially breach these Terms (including the acceptable-use and communications-compliance sections), if required by law, or if we discontinue the Service (with at least 30 days' notice for discontinuation).
• After termination: your right to use the Service ends. You'll have a reasonable window — at least 30 days after termination, unless we terminated for serious abuse or are legally prevented — to export your Customer Data, after which we may delete it. Sections that by their nature should survive (data provisions, disclaimers, liability limits, indemnification, governing law) survive termination.

16. Changes to These Terms

We may update these Terms as the Service and the law evolve. For material changes, we'll give you at least 30 days' notice by email or in-app notice before they take effect. Continuing to use the Service after the effective date means you accept the updated Terms. If you don't agree, cancel before they take effect.

17. Governing Law

These Terms are governed by the laws of the State of [State], without regard to conflict-of-laws principles. Subject to Section 18, the state and federal courts located in [County, State] have exclusive jurisdiction over disputes.

18. Dispute Resolution

[OPTION — for attorney review: binding arbitration clause. If desired, insert a mutual arbitration agreement here (e.g., JAMS or AAA consumer/commercial rules), including: small-claims carve-out, class-action waiver, 30-day opt-out right, and mass-arbitration provisions. Counsel should weigh enforceability in the chosen governing-law state and current FAA case law before adopting. If arbitration is not adopted, disputes proceed in the courts named in Section 17.]

Before filing any claim, both parties agree to try to resolve the dispute informally first: email support@advernyx.com with a description of the issue, and we'll do the same to you, with 30 days to work it out.

19. General

These Terms (plus the Privacy Policy and any order/checkout terms) are the entire agreement between us about the Service. If a provision is found unenforceable, the rest still stands. Our failure to enforce a provision isn't a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control.

20. Contact

Questions about these Terms: support@advernyx.com

Advernyx [Company legal name and address to be added]