Last Updated on May 7, 2025
Expert Ecosystem Terms of Use
Please read on to learn the rules and restrictions that govern your use Averi’s Expert Ecosystem and/or other similar marketplace and/or matching services provided by us (the “Marketplace Services”) and any other related technology or services provided by Averi (collectively with the Marketplace Services, the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please feel free to contact us at:
Email: cs@averi.ai
Phone: 801-710-8966
Address: 85 Quay St, Ste 300, Brooklyn NY 11222
These Expert Ecosystem Terms of Use (the “Terms”) are a binding contract between you and AVERI, INC. (“Averi,” “we” and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.
Please read these Terms carefully. They cover important information about Services provided to you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Will these Terms ever change?
We are constantly trying to improve our Services, so these Terms may need to change along with such services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://www.averi.ai/, send you an email, and/or notify you by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
What about my privacy?
Averi takes the privacy of its users very seriously. For the current Averi Privacy Policy, please click here.
Children’s Online Privacy Protection Act
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under years of age; if you are a child under 18 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 18 years of age, we will delete that information as quickly as possible. If you believe that a child under 18 years of age may have provided us personal information, please contact us at cs@averi.ai.
What are the basics of using the Services?
You may be required to sign up for an account, select a password and user name (a “User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
When you sign up for an account and periodically thereafter, your account may be subject to verification, including verification of your identity, your location, and your ability to on act on behalf of your business in connection with the Marketplace Services. You authorize Averi, directly or through third parties, to make any inquiries necessary to complete any such verification and you agree to cooperate with any reasonable requests we make in order to complete such verification.
You represent and warrant that you are an individual of legal age to form a binding contract. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services (for example, Human Experts must comply with all laws that relate to the Expert Services (as defined below)). If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your User ID, account or password with anyone, and you must protect the security of your User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your User ID and account.
Matching Human Experts and Customers
Averi matches marketing experts and related talent (“Human Experts”) and those looking to acquire their services (“Customers”). When we use the word “you” in these Terms, it refers to any user, regardless of whether he or she is a Human Expert or Customer, while if we use one of those specific terms, it only applies to that category of user.
Averi may, but will not be required to, use reasonable efforts to vet each potential Human Expert; however, before receiving services from any Human Expert (“Expert Services”), Customers are responsible for making their own determinations that the matched Human Expert is suitable. Customers and Human Experts are solely responsible for negotiating, agreeing to, and executing any terms and conditions to govern such Expert Services and for performing and monitoring performance such terms. All such terms and conditions are directly between Customers and Human Experts and Averi is not a party to those contracts. Averi is only responsible for matching Human Experts and Customers and can’t and won’t be responsible for making sure that Expert Services are actually provided or are up to a certain standard of quality. Averi similarly can’t and won’t be responsible for ensuring that information (including credentials) a Customer or Human Expert provides about himself or herself is accurate or up-to-date. We don’t control the actions of any Customer or Human Expert, and Human Experts aren’t our employees.
Customer and Human Expert Engagements
Customer is responsible for and assumes all liability for determining whether Human Experts should be engaged as independent contractors or employees and engaging them accordingly. Customer warrants its decisions regarding classification are correct and its manner of engaging Human Experts complies with applicable laws, regulations, and rules. Averi is not responsible for worker classification as between Customer and Human Expert. Human Experts are not employees, representatives, agents, or independent contractors of Averi. Averi does not offer the Expert Services and does not employ individuals to perform the Expert Services. You hereby acknowledge that Averi does not supervise, direct, control or monitor the Expert Services and expressly disclaims any responsibility and liability for the Expert Services, including but not limited to any warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code.
Upon each engagement, Customer and Human Expert shall agree to the Intellectual Property Addendum available at www.averi.ai/ip; provided that, upon mutual written agreement, Customer and Human Expert are free to modify the terms of such Intellectual Property Addendum and/or enter into a separate agreement governing the terms of intellectual property ownership and confidentiality, provided that such modifications and/or separate agreements do not conflict with, narrow or expand Averi’s rights and obligations under these Terms. Notwithstanding the foregoing, both Customer and Human Expert acknowledge and agree that Averi is not a party to and isn’t responsible for enforcing such Intellectual Property Addendum or any separate agreement entered into by the parties, and both Customer and Human Expert agree to indemnify and hold the Averi Parties (as defined below) harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating thereto, including but not limited to any disputes arising out of such Intellectual Property Addendum or separate agreement or any disputes related to the classification of a Human Expert as an independent contractor or any other employment-related claims.
Other than as expressly set forth above, Customers and Human Experts must not enter into separate agreements outside of Averi relating to Expert Services (“Outside Agreements”). Neither Customers nor Human Experts may directly contact each other for the purpose of circumventing any fees that would otherwise be payable or owed to Averi hereunder. If you do enter into any Outside Agreement or otherwise violate the foregoing restrictions, such violation shall be deemed a material breach of these Terms and we may terminate your Averi account. You further acknowledge and agree that Averi is not a party to and isn’t responsible for enforcing any Outside Agreement.
Additionally, if any Customer and Human Expert enter into an Outside Agreement or if Customer otherwise engages a Human Expert to receive services (or Human Expert provides services to a Customer) outside of Averi, Customer or Human Expert must pay Averi the Outside Fee. The “Outside Fee” shall be calculated as set forth at www.averi.ai/fees. Customer and Human Expert (as applicable) acknowledge and agree that if Averi determines you have violated the foregoing restrictions, in addition to its termination rights set forth above, Averi may charge Customer’s or Human Expert’s (as applicable) chosen payment method if permitted by law or may send an invoice for such Outside Fee, which Customer or Human Expert (as applicable) agrees to pay within thirty (30) days. For the avoidance of doubt, the Outside Fee shall only be paid by one of Customer or Human Expert, as applicable, and Averi shall not be permitted to collect the Outside Fee from both Customer and Human Expert for the same Expert Services received or provided outside of the Services.
What about messaging?
As part of the Services, you may receive communications through the Services, including messages that Averi sends you (for example, via email). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages.
Are there restrictions in how I can use the Services?
You represent, warrant, and agree that you will not provide or contribute anything, including any Content or User Submission (as those terms are defined below), to the Services, or otherwise use or interact with the Services, in a manner that:
infringes or violates the intellectual property rights or any other rights of anyone else (including Averi);
violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Averi;
is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
jeopardizes the security of your User ID, account or anyone else’s (such as allowing someone else to log in to the Services as you);
attempts, in any manner, to obtain the password, account, or other security information from any other user;
violates the security of any computer network, or cracks any passwords or security encryption codes;
runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
“crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
copies or stores any significant portion of the Content; or
decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
What are my rights in the Services?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined below) and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Averi's) rights.
Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Averi owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
What about anything I contribute to the Services – do I have to grant any licenses to Averi or to other users?
User Submissions
Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission”. Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You agree not to provide any false or misleading information about your identity or location, your business, the beneficial owner(s) of your business, your skills, or the services your business provides or receives (as applicable), and you agree to correct any information that is or becomes false or misleading.
You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.
Licenses
In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.
By submitting User Submissions through the Services, you hereby do and shall grant Averi a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of this site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby do and shall grant each user of this site and/or the Services a non-exclusive, perpetual license to access your User Submissions through this site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, including after your termination of your account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
Finally, you understand and agree that Averi, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
Who is responsible for what I see and do on the Services?
Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
The Services may contain links or connections to third-party websites or services that are not owned or controlled by Averi. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Averi is not responsible for such risks.
Averi has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Averi will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Averi is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Averi, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Will Averi ever change the Services?
We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
Do the Services cost anything?
The Expert Services will be subject to fees that are set by Human Experts (as applicable), and we may pass-through and collect such fees from Customers on Human Experts’ behalf. Please see our Pricing Policy <INSERT LINK> for more information on our fees. Customer agrees to pay all such fees in accordance with the terms of the applicable invoice(s) provided to such Customer.
What if I want to stop using the Services?
You’re free to do that at any time by contacting us at cs@averi.ai; provided that, you will remain subject to any existing performance obligations under the Terms. Please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.
You acknowledge and agree that Averi is not a party to any Intellectual Property Addendum or separate agreement between Customers and Human Experts, and therefore, you acknowledge that termination of these Terms (or any attempt to terminate these Terms) will not terminate or otherwise impact any such separate agreements entered into between Customers and Human Experts. Without limiting the foregoing, if you attempt to terminate these Terms while any obligations under such separate agreements remain outstanding, (i) you will continue to be bound to these Terms until such obligations are no longer outstanding, (ii) Averi will continue to perform those Services necessary for completion of any Expert Services, and (iii) you will continue to be obligated to pay any amounts accrued but not yet paid as of the date of termination or as of the termination of any such separate agreements, whichever is later, to Averi for any amounts that may be due under these Terms (as applicable).
Averi is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Averi has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms; for example, a Customer who believes that a Human Expert may be in breach of these Terms is not able to enforce these Terms against that Human Expert.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
If you have deleted your account by mistake, contact us immediately at cs@averi.ai – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
What else do I need to know?
Warranty Disclaimer. Averi and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Averi and all such parties together, the “Averi Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Averi Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Averi Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services, including any Expert Services. THE SERVICES AND CONTENT ARE PROVIDED BY AVERI (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE AVERI PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. You agree to indemnify and hold the Averi Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), (b) the Expert Services, including without limitation, any disputes by a Human Expert or Customer, as applicable, related thereto and (c) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Averi's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.
DISPUTE RESOLUTION; BINDING ARBITRATION; JURY TRIAL AND CLASS ACTION WAIVER.
PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS AN ARBITRATION AGREEMENT (THE “ARBITRATION AGREEMENT”), WHICH MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. THIS ARBITRATION AGREEMENT CONTAINS PROCEDURES FOR FINAL AND BINDING INDIVIDUAL ARBITRATION AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION (COLLECTIVELY, “CLASS ACTION”) IN ARBITRATION OR LITIGATION.
YOU AND AVERI ARE GIVING UP THE RIGHT TO HAVE A JURY TRIAL TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW AND TO FILE OR PARTICIPATE IN A CLASS ACTION SUBJECT TO THE LIMITED EXCLUSION BELOW. IN ARBITRATION, DISPUTES ARE RESOLVED BY AN ARBITRATOR, NOT A JUDGE OR JURY, AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.
Most customer concerns can be resolved by contacting Averi at cs@averi.ai. In the event we are unable to resolve a complaint to your satisfaction, this Section explains how any Dispute (as defined below) will be resolved.
For purposes of this Section, the terms “Averi,” “our,” “we,” or “us” include Averi, Inc., as well as any of their respective present or future affiliates or subsidiaries, and any persons or entities (including agents, representatives, or employees) related to Averi or its present or future affiliates or subsidiaries.
A. Arbitration Agreement. YOU AND AVERI AGREE THAT ANY DISPUTE (DEFINED BELOW) SHALL BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION EXCEPT AS OTHERWISE PROVIDED HEREIN. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY ELECT TO HAVE INDIVIDUAL CLAIMS HEARD IN SMALL CLAIMS COURT IF THOSE CLAIMS QUALIFY FOR SMALL CLAIMS COURT AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND IS NOT REMOVED OR APPEALED TO A COURT OF GENERAL JURISDICTION AND ADVANCES ONLY ON AN INDIVIDUAL (NON-CLASS ACTION) BASIS. ANY DISPUTE OVER WHETHER CLAIMS QUALIFY FOR SMALL CLAIMS COURT IS FOR THE SMALL CLAIMS COURT TO DECIDE IN THE FIRST INSTANCE AND, IF NECESSARY, FOR A COURT OF COMPETENT JURISDICTION TO DECIDE.
You and Averi agree that these Terms affect interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and federal arbitration law apply to this Arbitration Agreement and govern all questions as to whether a Dispute is subject to arbitration.
For purposes of this Arbitration Agreement, “Dispute” shall include, but is not limited to, any claims or controversies between you and Averi that are related in any way to these Terms, including, but not limited to, your use of the Services, refunds, policies, privacy practices, advertising, and/or any communications between you and Averi, whether occurring on Averi’s website, platform, application or otherwise, even if the Dispute arises after the termination of your relationship with Averi. “Dispute” also includes, without limitation, claims that: (a) you bring against Averi; (b) Averi brings against you; (c) in any way relate to or arise out of any aspect of the relationship between you and Averi, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (d) arose before you entered into these Terms or out of a prior agreement with Averi (including, without limitation, claims relating to advertising); (e) are subject to ongoing litigation where you are not a party or a member of a certified class; and/or (f) arise after the termination of these Terms. “Dispute,” however, does not include disagreements or claims concerning patents, copyrights, trademarks, and trade secrets and claims of piracy or unauthorized use of intellectual property or claims for personal bodily injury, which shall not be subject to arbitration or the notice and informal process described below. The arbitrator shall decide all issues except for: (a) those that are specifically reserved for a court herein; (b) those issues relating to the scope, validity, and enforceability of the Arbitration Agreement or any of the provisions of this Section; (c) any issues arising from or relating to the arbitrability of any Dispute and/or the forum in which a dispute should be arbitrated; and (d) whether the arbitration administrator cannot or will not administer the arbitration in accordance with this Arbitration Agreement—all of which are for a court of competent jurisdiction to decide. These Terms and this Arbitration Agreement do not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency.
1. Mandatory Pre-Arbitration Informal Dispute Resolution. You and Averi agree to engage cooperatively, and in good faith, to try to resolve any Dispute prior to you or Averi initiating an arbitration proceeding. You or Averi must first send a written notice (“Pre-Arbitration Notice”) to the other party providing the following: (a) a detailed description of the nature and the basis for the Dispute; (b) your or our name and contact information (address, telephone number, email address, and account number if applicable); (c) sufficient information to enable you or us to identify any transaction at issue (including any receipts or purchase details); and (d) a detailed description of the nature and basis of the relief sought (including a detailed calculation of any damages). Your notice to us must be personally signed by you (and your attorney if you are represented by legal counsel). Our notice to you must be personally signed by an Averi representative (and our attorney if we are represented by legal counsel).
Your Pre-Arbitration Notice to Averi must be sent to cs@averi.ai and mailed to 85 Quay St, Ste 300, Brooklyn NY 11222. Our Pre-Arbitration Notice to you will be sent to the most recent contact information that you have provided to us.
For a period of 60 days from the date of receipt of a completed Pre-Arbitration Notice from the other party, you and we will work together using reasonable efforts to try to resolve the Dispute. If requested by us in connection with a Pre-Arbitration Notice initiated by you, you agree to personally participate in an individualized telephone settlement conference (and if you are represented by an attorney, your attorney may also participate) to discuss a potential early resolution of the matter. If the Dispute is not resolved within this 60-day period (which can be extended by agreement of the parties), you or Averi may commence arbitration consistent with the process set forth below. Compliance with this informal dispute resolution process is mandatory and a condition precedent to initiating arbitration.
Any applicable limitations period (including statutes of limitations) shall be tolled while the parties engage in this informal dispute resolution process.
This pre-arbitration process is essential so that you and Averi have a meaningful chance to resolve disputes informally. If the sufficiency of a Pre-Arbitration Notice or compliance with this informal dispute resolution process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party’s election, and any arbitration shall be stayed pending resolution of the issue. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration or the assessment or payment of arbitration fees. You or we may also elect to raise non-compliance with this informal dispute resolution process and seek relief in arbitration.
2. Arbitration Rules and Procedures; Individualized Relief; Fees. Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (the “AAA”) pursuant to its Consumer Arbitration Rules, and, if applicable, its Mass Arbitration Supplementary Rules, that are in effect at the time the arbitration is initiated (the “AAA Rules”), as modified by the terms set forth in this Agreement. Copies of the AAA rules can be obtained at the AAA’s website (www.adr.org). Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event, unless you and Averi agree otherwise, shall the arbitrator consolidate more than one person’s claims, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator, forum, and/or third party neutral upon mutual written agreement.
To commence an arbitration proceeding, you must send an arbitration demand to the AAA and serve a courtesy copy on Averi, located at: 85 Quay St, Ste 300, Brooklyn NY 11222, or we must send an arbitration demand to AAA and serve a courtesy copy on you at the most current address we have on file. The courtesy copy must be accompanied by a certification of completion of the informal dispute resolution process and a copy of the notice.
Any complaint or arbitration demand must be accompanied by a copy of the Pre-Arbitration Notice, and a certification personally signed by you or your attorney, if you are represented by legal counsel (if you are initiating arbitration) or by an Averi representative or our attorney, if we are represented by legal counsel (if we are initiating arbitration). By filing a complaint or arbitration demand, the party and its attorney initiating the arbitration represent that to the best of their information, knowledge, and belief, formed after a reasonable inquiry that: (a) the arbitration demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (b) the claims or other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (c) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after reasonable opportunity for further investigation or discovery. The arbitrator is expressly authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel if the arbitrator determines that a frivolous and/or improper claim was initiated by parties and/or their counsel.
Payment of all arbitration fees will be governed by the AAA Rules as modified by this Arbitration Agreement, unless the parties mutually agree to a different arbitration provider. Averi will consider a request to reimburse the consumer filing fee upon a demonstration of financial hardship.
You and we agree that the parties have a shared interest in reducing the fees and costs and increasing the efficiencies associated with arbitration. Therefore, you or we may elect to engage with the AAA regarding fees, and you and we agree that the parties (and your and our counsel, if you and we are represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.
The arbitration will be conducted by a single arbitrator who will apply these Terms as a court would and will adjudicate any Dispute according to applicable law and facts based upon the record only.
Although under some laws Averi may have a right to an award of attorneys' fees and non-filing fee expenses if it prevails in an arbitration, Averi will not seek such an award unless you are represented by an attorney or the arbitrator has determined that you or your counsel have violated the standards of Federal Rule of Civil Procedure 11, which the parties agree shall be applicable in arbitration. The cost-shifting provisions of Federal Rule of Civil Procedure 68 shall also apply and be enforced by the arbitrator after entry of an award. An award that has been satisfied may not be entered in court.
UNLESS BOTH YOU AND WE AGREE OTHERWISE, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL BASIS. CLAIMS OF MORE THAN ONE PERSON CANNOT BE ARBITRATED JOINTLY OR BE CONSOLIDATED WITH THOSE OF ANY OTHER PERSON. ADDITIONALLY, YOU AND AVERI AGREE THAT THE ARBITRATOR MAY AWARD INDIVIDUAL RELIEF AVAILABLE IN COURT (INCLUDING, WITHOUT LIMITATION, DAMAGES, DECLARATORY, INJUNCTIVE, OR OTHER EQUITABLE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S PARTICULAR CLAIM. THE ARBITRATOR MAY NOT ISSUE A “PUBLIC INJUNCTION.” THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE CLASS ACTION WAIVER PROVISIONS. IF, FOR ANY REASON, A COURT OF COMPETENT JURISDICTION HOLDS THAT THESE RESTRICTIONS ARE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF (SUCH AS A REQUEST FOR PUBLIC INJUNCTIVE RELIEF OR ANY PRIVATE ATTORNEY GENERAL CLAIM), AND ALL APPEALS FROM THAT DECISION HAVE BEEN EXHAUSTED (OR THE DECISION IS OTHERWISE FINAL), THE PARTIES AGREE THAT THE PARTICULAR CLAIM OR REQUEST FOR RELIEF MAY PROCEED IN A COURT OF COMPETENT JURISDICTION BUT SHALL BE STAYED PENDING ARBITRATION OF ALL REMAINING CLAIMS AND REQUESTS FOR RELIEF.
3. Additional Procedures for Coordinated Disputes/Filings. You and Averi agree that these procedures (in addition to all others provided in this Section) shall also apply if your claim is part of a “Mass Filing” (defined below).
If 25 or more similar Disputes (including yours) are asserted against Averi by the same or coordinated counsel or are otherwise coordinated (“Mass Filing”), the AAA’s Mass Arbitration Supplementary Rules and the additional procedures set forth herein shall apply. You understand and agree that by choosing to be part of a Mass Filing, these additional procedures shall apply, and the resolution of your Dispute might be delayed. The parties agree that throughout this process, their counsel shall meet and confer in an effort to informally resolve the Disputes, streamline procedures, address the informal exchange of information, modify the number of Disputes to be adjudicated and to promote efficiency, conservation of resources, and the resolution of claims.
If your claim is part of a Mass Filing, the statute of limitations applicable to the claims and relief set forth in that Notice shall be tolled from the date the Pre-Arbitration Notice is received until your Dispute proceeds in arbitration or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this Section.
A court of competent jurisdiction shall have the authority to enforce these Additional Procedures for Coordinated Disputes/Filings section of the Arbitration Agreement, including by enjoining the Mass Filing, the prosecution or administration of arbitrations, and the assessment or collection of arbitration fees.
The Additional Procedures for Coordinated Disputes/Filings section of the Arbitration Agreement and each of its requirements are essential parts of this Arbitration Agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that this section applies to your Dispute and is not enforceable, then your Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of the Terms.
STAGE ONE: Assuming there are at least 50 Disputes submitted as part of the Mass Filing, your counsel and our counsel shall each select 25 Disputes (per side) to proceed as cases in individual arbitration proceedings as part of an initial staged process. Alternatively, either side’s counsel may elect to have their 25 cases selected randomly. The number of Disputes to be selected to proceed as part of this initial staged process can be increased by agreement of counsel for the parties (and if there are fewer than 50 Disputes, all shall proceed individually in Stage One). Each of the 50 (or fewer) cases shall be assigned to a different arbitrator and proceed in individual arbitrations. If a case is withdrawn without the consent of both parties, then another Dispute shall be selected consistent with the selection process referenced above to proceed as part of this Stage One. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged process. If after this initial set of proceedings the parties are unable to informally resolve the remaining Disputes, they shall participate in a global mediation session with a retired federal or state court judge to be jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stage One), and Averi shall pay the mediator’s fee.
STAGE TWO: If the remaining Disputes have not been resolved at the conclusion of Stage One, counsel for the claimants and counsel for Averi shall each select 50 Disputes per side to be filed and to proceed as cases in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agree to in writing following mediation or through continuing, good faith discussions. Alternatively, either side’s counsel may elect to have their 50 Disputes selected randomly. The number of Disputes to be selected to proceed as part of this second staged process can be increased by agreement of counsel for the parties (and if there are fewer than 100 Disputes, all shall proceed individually in Stage Two). No more than 3 cases may be assigned to a single arbitrator to proceed individually unless the parties agree otherwise. If a case is withdrawn without the consent of both parties, then another Dispute shall be selected consistent with the selection process referenced above to proceed as part of this Stage Two. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this second set of staged proceedings is completed, the parties shall engage in a global mediation session of all remaining Disputes with a retired federal or state court judge to be jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stages One and Two), and Averi shall again pay the mediator’s fee.
Upon the completion of the global mediation session set forth in Stage Two, each remaining Dispute (if any) that is not settled or not withdrawn shall proceed with the adjudication of the remaining Disputes in individual arbitration proceedings consistent with the process set forth in Stage Two (except Disputes shall be randomly selected and mediation shall be elective by agreement of counsel for the parties) or through another mutually-agreeable process.
A court of competent jurisdiction shall have the authority to enforce this staging requirement of the Arbitration Agreement, including by enjoining the Mass Filing, the prosecution or administration of arbitrations, and the assessment or collection of arbitration fees.
4. Opt-out. You have the right to opt out of arbitration by sending your personally signed, written notice of your decision to opt out to the following address: 85 Quay St, Ste 300, Brooklyn NY 11222, postmarked within 60 days of first accepting these Terms. You must include: (a) your name and residential address; (b) the email address and/or telephone number associated with your account; and (c) a clear statement that you want to opt out of arbitration and seek to have any Dispute addressed in a court of competent jurisdiction consistent with these Terms. By opting out of arbitration, all other provisions in these Terms, including the class action waiver and jury trial waiver, remain in effect to the fullest extent permissible by applicable law.
5. Severability and Survival. Except as specifically provided in the Arbitration Agreement (e.g., the Additional Procedures for Coordinated Disputes/Filings), if any part or parts of this Arbitration Agreement is/are found by a court of competent jurisdiction to be invalid or unenforceable as to your Dispute, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. This Arbitration Agreement will survive the termination of these Terms.
6. Future Changes to Arbitration Agreement. If we make any future changes to this Arbitration Agreement (other than a change to our mailing address), you may reject any such change by sending your personally signed, written notice to the following address: 85 Quay St, Ste 300, Brooklyn NY 11222, postmarked within 30 days of the change. Such written notice does not constitute an opt-out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between you and Averi in accordance with this version of the Arbitration Agreement.
B. Waiver of Jury Trial; Waiver of Class Actions. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU AND AVERI WAIVE THE RIGHT TO A JURY TRIAL. YOU AND AVERI ALSO WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN ARBITRATION OR IN LITIGATION IN COURT. NOTWITHSTANDING THE FOREGOING, THE PARTIES RETAIN THE RIGHT TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Averi may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Averi agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Averi, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Averi, and you do not have any authority of any kind to bind Averi in any respect whatsoever.
Except as expressly set forth in the section above regarding the arbitration agreement, you and Averi agree there are no third-party beneficiaries intended under these Terms.