Website Terms of Use

7.1 No Guarantee of Uninterrupted Service

AVL Websites will use commercially reasonable efforts to maintain the availability, security, reliability, and performance of its services. However, Client acknowledges that no website, hosting environment, computer network, software platform, artificial intelligence system, or Internet-based service can be guaranteed to operate continuously, without interruption, or without security risk. AVL Websites does not warrant or guarantee that any website, service, integration, application, hosting environment, or other technology will be available 100% of the time, operate without errors, or be completely immune from unauthorized access, malicious activity, data loss, technical failure, or interruption.

7.2 Cybersecurity Incidents and Malicious Activity

AVL Websites shall not be responsible for downtime, interruption, loss, damage, unauthorized access, alteration, destruction, or other consequences arising from circumstances outside AVL Websites' reasonable control, including but not limited to:

• hacking, cyberattacks, malware, ransomware, viruses, malicious code, phishing, credential theft, account takeover, brute-force attacks, denial-of-service or distributed denial-of-service attacks (DDoS);
• exploitation of previously unknown or newly discovered software vulnerabilities or "zero-day" vulnerabilities;
• unauthorized access by third parties;
• attacks against hosting providers, cloud platforms, domain registrars, DNS providers, APIs, databases, payment processors, artificial intelligence providers, or other vendors;
• Internet routing failures, telecommunications outages, power outages, network failures, data-center failures, hardware failures, or infrastructure failures;
• software bugs, platform failures, security patches, emergency maintenance, vendor maintenance, API changes, service discontinuation, or compatibility problems;
• actions or failures of third-party vendors or services relied upon by AVL Websites or Client;
• compromised Client passwords, accounts, devices, email accounts, domain registrar accounts, third-party accounts, or other Client-controlled systems;
• Client actions, Client employees, contractors, vendors, or other persons granted access by Client;
• Client-installed or Client-requested software, scripts, integrations, plugins, applications, tracking tools, or third-party services;
• changes made outside AVL Websites' management or without AVL Websites' authorization; or
• other events that could not reasonably have been prevented by AVL Websites using commercially reasonable practices.

7.3 Third-Party Services

Client acknowledges that certain portions of the Services depend upon third-party providers that AVL Websites does not own or directly control. AVL Websites is not responsible for the failure, suspension, interruption, modification, security incident, price change, discontinuation, bankruptcy, business closure, policy change, service limitation, or other action of any third-party provider. This limitation includes providers of hosting, cloud computing, databases, artificial intelligence and large language models, payment processing, email, telecommunications, analytics, domain registration, DNS, content delivery, software development tools, APIs, or other technologies used in providing the Services. If a third-party provider changes, restricts, discontinues, or materially alters a service, AVL Websites may replace, modify, reconfigure, or discontinue the affected functionality as reasonably necessary. AVL Websites does not guarantee that an identical replacement service, feature, performance level, or functionality will always be available.

7.4 Artificial Intelligence Services

Certain AVL Websites services may rely upon third-party artificial intelligence systems, models, APIs, or infrastructure. Artificial intelligence services may occasionally become unavailable, respond slowly, return inaccurate or incomplete information, change functionality, impose usage restrictions, experience outages, or discontinue features. AVL Websites does not control these systems and shall not be responsible for interruptions, inaccuracies, failures, or changes originating from third-party artificial intelligence providers. AI-generated responses and content should not be treated as guaranteed factual, professional, legal, medical, financial, or other specialized advice.

7.5 Security Response

If AVL Websites becomes aware of a material security incident involving systems under its control, AVL Websites may take any action it reasonably determines necessary to protect Client systems, AVL Websites systems, other customers, or third parties. Such actions may include temporarily disabling websites, accounts, integrations, forms, APIs, artificial intelligence features, payment functionality, or other affected services while the incident is investigated, contained, repaired, or remediated. Temporary suspension undertaken for security purposes shall not constitute a breach of this Agreement. Nothing in this Agreement eliminates any notification, disclosure, security, privacy, or other obligation that cannot legally be waived under applicable law.

7.6 Client Security Responsibilities

Client agrees to take reasonable precautions to protect accounts and systems under Client's control, including maintaining secure passwords, protecting authentication credentials, using multi-factor authentication when reasonably available, restricting administrative access, and promptly notifying AVL Websites of suspected unauthorized access. AVL Websites shall not be responsible for losses caused or materially contributed to by Client's failure to reasonably secure Client-controlled accounts, credentials, devices, domains, email systems, applications, or third-party services.

7.7 Maintenance and Emergency Work

AVL Websites may periodically perform scheduled or emergency maintenance, updates, migrations, security patches, upgrades, backups, system modifications, or other technical work. Such work may temporarily affect availability or functionality and shall not constitute a breach of this Agreement. Whenever reasonably practical, AVL Websites will attempt to minimize service disruption associated with planned maintenance.

7.8 Data Loss and Backups

Although AVL Websites may maintain backups or utilize systems that provide backup or recovery functionality, no backup system is guaranteed to be complete or error-free. Unless specifically stated otherwise in a separate written agreement, AVL Websites does not guarantee that every version of Client data, website content, transaction, message, lead, submission, log, database record, file, or other information can be recovered following a system failure, cybersecurity incident, accidental deletion, third-party failure, or other event.

7.9 Limitation of Damages From Service Disruption

To the maximum extent permitted by applicable law, AVL Websites shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages arising from a service interruption, cybersecurity incident, third-party system failure, data loss, delayed transmission, website unavailability, loss of leads, loss of sales, loss of profits, loss of business opportunity, loss of goodwill, search-engine ranking changes, advertising performance, or similar business losses. Where liability cannot legally be excluded, AVL Websites' liability shall remain subject to the limitation-of-liability provisions contained elsewhere in this Agreement. This section does not exclude or limit any obligation or liability that cannot lawfully be excluded or limited.

9.1 Right to Discontinue Services

AVL Websites reserves the right, in its reasonable business discretion, to discontinue, suspend, replace, restructure, or materially modify any service, product, platform, feature, package, technology, or business operation. AVL Websites is not obligated to continue operating indefinitely, maintain any particular service offering, continue using any particular software or technology provider, or remain in business solely because of an existing Client relationship or subscription. Except where immediate suspension or termination is otherwise permitted under this Agreement, AVL Websites will make commercially reasonable efforts to provide Clients with reasonable advance notice of a planned permanent discontinuation of material services.

9.2 Closure or Cessation of Business

AVL Websites may cease business operations voluntarily or as a result of circumstances including, without limitation:

• retirement or personal decision of the owner or management;
• sale, merger, acquisition, restructuring, or dissolution of the business;
• illness, incapacity, disability, or death of a principal or key operator;
• insufficient commercial viability;
• loss of personnel, contractors, vendors, or infrastructure necessary to provide services;
• changes in law, regulation, insurance requirements, technology, or market conditions;
• cybersecurity events or material security risks;
• discontinuation or material alteration of third-party platforms or services;
• force majeure events; or
• any other circumstance in which continued operation is no longer commercially reasonable or practicable.

9.3 Discontinuation of an Individual Client Relationship

AVL Websites may terminate or decline to renew services for an individual Client when reasonably necessary for business, operational, legal, security, reputational, technical, or commercial reasons. When termination is not the result of Client breach, nonpayment, unlawful activity, abuse, security concerns, or another circumstance permitting immediate termination, AVL Websites will make commercially reasonable efforts to provide advance notice and an orderly transition.

9.4 Sale, Assignment, or Transfer of AVL Websites

AVL Websites may sell, assign, transfer, merge, reorganize, or otherwise transfer all or part of its business, contracts, assets, systems, or service obligations to a successor entity or service provider. The Client agrees that AVL Websites may assign this Agreement to such successor without requiring additional Client consent, provided the successor assumes the applicable contractual obligations. A change in ownership, business structure, legal entity, management, or service provider does not by itself terminate this Agreement.

9.5 Transition Assistance

If AVL Websites permanently discontinues a Client's services for reasons unrelated to Client breach, AVL Websites will make commercially reasonable efforts to provide an orderly transition. Depending on the services involved, this may include providing or facilitating access to:

• Client-owned domain credentials or domain transfer information;
• Client-supplied text, images, logos, videos, and brand assets;
• website content reasonably capable of export;
• Client-owned lead or customer data;
• analytics data reasonably available for export;
• DNS information;
• Client-owned third-party accounts; and
• other Client-owned materials reasonably necessary for transition.

9.6 Transition Assistance — Limitations

Transition assistance does not require AVL Websites to recreate software, provide proprietary source materials, disclose confidential internal processes, transfer licenses that are legally non-transferable, or provide unlimited migration, consulting, development, or technical support without compensation. Additional migration or transition work beyond a reasonable basic handoff may be billed at AVL Websites' then-current rate.

9.7 Client-Owned Accounts and Assets

Whenever practical, domains, advertising accounts, analytics accounts, business profiles, and other assets that are intended to belong permanently to the Client should be maintained in the Client's name or transferred to the Client where appropriate. AVL Websites may retain ownership of its proprietary templates, reusable code, systems, automations, workflows, prompts, configurations, frameworks, design systems, internal tools, libraries, and intellectual property except where a separate written agreement expressly provides otherwise.

9.8 Website Portability and Proprietary Technology

Because AVL Websites may use proprietary systems, third-party software, subscription platforms, templates, APIs, integrations, hosting infrastructure, artificial intelligence systems, and licensed technology, a Client website or service may not always be transferable in precisely the same technical form to another provider. AVL Websites does not guarantee that another provider will be able to reproduce, operate, migrate, or maintain all functionality without modification or additional cost. Client ownership rights, licensing rights, and any applicable website buyout rights remain governed by the ownership and buyout provisions of this Agreement.

9.9 Third-Party Platform Discontinuation

If a third-party platform, API, hosting provider, AI provider, communications provider, payment processor, database provider, software vendor, domain provider, integration, or other technology used by AVL Websites is discontinued, becomes unavailable, materially changes its terms, increases its pricing, removes functionality, restricts access, or otherwise becomes impractical to continue using, AVL Websites may substitute a reasonably comparable provider, modify the affected service, remove or replace functionality, adjust pricing when necessary, suspend the affected service, or discontinue that portion of the service. AVL Websites does not guarantee perpetual availability of any specific third-party technology.

9.10 Economic Impracticability

AVL Websites may modify or discontinue a service if providing that service becomes commercially unreasonable due to substantial increases in vendor costs, infrastructure costs, regulatory obligations, insurance requirements, labor costs, licensing fees, or other material expenses beyond AVL Websites' reasonable control. Where practical, AVL Websites will attempt to offer an alternative service, modified package, or transition option.

9.11 Refunds Upon AVL Websites-Initiated Permanent Discontinuation

If AVL Websites permanently terminates a Client's paid service for convenience and the Client has prepaid for a period during which AVL Websites will no longer provide the applicable service, AVL Websites will refund the unused prorated portion of those prepaid fees. This refund obligation does not apply to:

• completed website development work;
• setup or implementation fees already earned;
• nonrefundable third-party charges already incurred;
• domain, software, advertising, licensing, or vendor costs incurred on the Client's behalf;
• amounts owed by the Client;
• termination resulting from Client breach, nonpayment, misuse, unlawful conduct, fraud, abuse, or security concerns; or
• services already delivered.

9.12 Refunds — Sole Remedy

Unless otherwise required by law, such prorated refund will constitute the Client's sole monetary remedy arising solely from AVL Websites' voluntary permanent discontinuation of the affected service.

9.13 Temporary Suspension vs. Permanent Discontinuation

Temporary outages, maintenance, vendor failures, cybersecurity events, technical issues, internet failures, force majeure events, or interruptions outside AVL Websites' reasonable control do not constitute permanent discontinuation of service and are governed by the applicable service availability, third-party dependency, limitation of liability, and force majeure provisions of this Agreement.

9.14 Incapacity, Death, or Unavailability of Key Personnel

The Client acknowledges that AVL Websites may depend upon the participation of key personnel. If the owner or other essential personnel become unavailable due to illness, incapacity, death, emergency, or other serious circumstance, AVL Websites or its representatives may suspend services, transfer responsibilities, engage replacement providers or contractors, assign Client agreements, or discontinue operations as reasonably necessary. Neither the owner of AVL Websites nor the owner's estate, family members, heirs, representatives, employees, or contractors shall have a personal obligation to continue providing services indefinitely.

9.15 No Personal Guarantee of Continued Operation

The Client's agreement is with the applicable AVL Websites business entity and not with any individual owner, employee, contractor, developer, or representative personally. No individual associated with AVL Websites personally guarantees the perpetual continuation of the business or any service.

9.16 Successor Provider

AVL Websites may arrange for another qualified provider, contractor, purchaser, successor, or affiliated company to assume some or all Client services. Where permitted by law and applicable vendor terms, information reasonably necessary to continue the Client's service may be transferred to such successor subject to appropriate confidentiality and data-protection obligations.

9.17 Data Retention Following Termination

Following termination or discontinuation, AVL Websites may retain Client information for a commercially reasonable period for backup, recordkeeping, legal, tax, accounting, security, dispute-resolution, and regulatory purposes. AVL Websites may thereafter delete Client data in accordance with its normal retention practices unless applicable law requires longer retention. Clients are responsible for obtaining copies of materials they wish to preserve following termination.

9.18 No Liability for Failure of Replacement Provider

AVL Websites may recommend, introduce, or facilitate a transition to another service provider as a courtesy. AVL Websites does not warrant or guarantee the pricing, performance, reliability, security, availability, work quality, or conduct of any successor or replacement provider unless AVL Websites expressly agrees otherwise in writing.

9.19 Survival of Existing Obligations

Termination or discontinuation does not eliminate obligations that by their nature survive termination, including:

• unpaid fees;
• confidentiality obligations;
• intellectual-property rights;
• indemnification obligations;
• limitations of liability;
• dispute-resolution provisions;
• data-retention rights;
• ownership and licensing provisions;
• applicable buyout obligations; and
• any other provision expressly stated or reasonably intended to survive termination.

9.20 Relationship to Client Buyout Rights

Nothing in this section creates an automatic right to acquire AVL Websites' proprietary systems, code, infrastructure, templates, licenses, internal tools, intellectual property, or third-party accounts. Any Client right to purchase or assume ownership of a website is governed exclusively by the applicable website ownership and buyout provisions of this Agreement. If AVL Websites voluntarily discontinues operations, AVL Websites may, but is not obligated to, offer an accelerated ownership or migration option on terms reasonably determined at that time.

9.21 Good-Faith Transition Principle

If AVL Websites elects to permanently cease providing services, the intent of this Agreement is to permit AVL Websites to exit the business without creating an indefinite service obligation while also making commercially reasonable efforts to avoid unnecessarily stranding the Client. AVL Websites will use reasonable efforts, circumstances permitting, to provide Clients with sufficient information and access to transition Client-owned assets and continue their business operations elsewhere.