The Terms for Using AVNIR.

1. Acceptance of terms

By accessing or using the AVNIR platform, website, or any associated services (“the Service”), you agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy, which is incorporated herein by reference. These Terms form a binding agreement between you (or the organisation you represent) and AVNIR (“AVNIR,” “we,” “our,” or “us”).

If you are using AVNIR on behalf of an organisation, you represent and warrant that you have authority to bind that organisation to these Terms. References to “you” include the organisation.

If you do not agree to these Terms, do not access or use the Service.

2. Description of service

AVNIR is a relationship intelligence platform that helps professionals and organisations understand, map, and act on their existing relationship networks. The platform applies Nour’s Relationship Economics® framework — developed by David Nour — to surface the warmest paths into accounts, measure relationship strength, and provide AI-assisted recommendations through the Magellan intelligence layer.

AVNIR derives all relationship intelligence from first-party data sources you connect and authorise (email, calendar, LinkedIn, CRM, and other tools). The Service is designed to inform and augment human judgment — outputs are intelligence, not decisions.

During the Early Access period, AVNIR is a pre-release product in active development. Features, interfaces, performance characteristics, and capabilities may change. We will communicate significant changes to registered users.

3. Eligibility & accounts

You must be at least 18 years old and capable of forming a binding contract to use AVNIR. The Service is intended for professional B2B use and is not directed to consumers or individuals under 18.

You agree to provide accurate, current, and complete information when creating your account, and to update it as necessary. You are responsible for maintaining the confidentiality of your account credentials. You agree not to share your account with others or allow unauthorised access. Notify us immediately at info@avnir.com if you believe your account has been compromised.

You are responsible for all activity that occurs under your account. AVNIR is not liable for losses arising from unauthorised account access where you have failed to maintain reasonable credential security.

4. Early Access program

Access to AVNIR during the Early Access period is by invitation or approved request only. AVNIR may grant, limit, modify, or revoke Early Access at its discretion without liability, subject to providing reasonable notice where commercially practicable.

Founding cohort members (“Founding Members”) are Early Access participants who join during the initial founding period and are granted founding pricing. Founding pricing is guaranteed for one year from the date of your subscription commencement — not in perpetuity. After the one-year period, pricing will transition to then-current general availability rates with no less than 60 days’ advance written notice.

As a Founding Member, you are a co-builder of the platform. You will receive white-glove onboarding, direct access to the AVNIR team and to Nour, and the ability to shape the product roadmap. In return, we ask for honest feedback and constructive engagement with the product during the Early Access period.

AVNIR reserves the right to determine when the Early Access period ends and general availability begins. The terms applicable to general availability subscribers may differ from these terms.

5. Acceptable use

You agree to use AVNIR only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service to violate any applicable law or regulation, including data protection and privacy laws in your jurisdiction.
• Use the Service to transmit unsolicited commercial communications (spam) or to engage in deceptive, fraudulent, or misleading communications.
• Attempt to gain unauthorised access to any portion of the Service or any other systems or networks connected to AVNIR.
• Reverse-engineer, decompile, disassemble, or attempt to derive source code from the Service.
• Use the Service in any way that could disable, overburden, damage, or impair its operation or interfere with other users’ use.
• Use automated bots, scrapers, or crawlers to access the Service other than through official APIs provided by AVNIR.
• Circumvent or attempt to circumvent any security or access controls of the Service.
• Connect data sources for which you do not have the legal right to grant AVNIR access, or process personal data of third parties without a lawful basis for doing so.

AVNIR reserves the right to investigate and take appropriate action against violations of this section, including suspending or terminating accounts.

6. Customer data & your responsibilities

You retain ownership of all data you bring to the AVNIR platform, including data from connected sources and any contact or relationship information stored in your account (“Customer Data”). By connecting data sources, you grant AVNIR a limited, non-exclusive licence to process Customer Data solely to provide the Service in accordance with these Terms and our Privacy Policy.

You represent and warrant that:

• You have the legal right to connect the data sources you authorise and to grant AVNIR access to process the data within them.
• Where Customer Data includes personal information about third parties (such as contacts whose email addresses or interaction history appear in your connected sources), you have a lawful basis for processing that information through a third-party platform such as AVNIR — for example, a legitimate interest basis under GDPR or an applicable exemption under US law.
• You will not use AVNIR to process sensitive personal data (as defined under GDPR or applicable law) without implementing appropriate legal bases and safeguards.

AVNIR acts as a data processor with respect to personal data you provide or connect to the platform. You are the data controller and are responsible for compliance with applicable privacy laws governing your use of Customer Data. If your jurisdiction requires a Data Processing Agreement (DPA), contact us at info@avnir.com.

7. Intellectual property

AVNIR and all associated software, design, content, trademarks, trade names, service marks, logos, and the implementation of the Relationship Economics® framework within the platform are the property of AVNIR or its licensors and are protected by applicable intellectual property laws. Relationship Economics® is Nour’s proprietary framework; all rights reserved.

These Terms grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes, subject to these Terms. You acquire no ownership of any AVNIR intellectual property by using the Service.

You retain ownership of Customer Data and content you provide to the platform. By submitting content (such as notes, feedback, or annotations), you grant AVNIR a limited licence to use that content solely to provide and improve the Service.

If you provide feedback, suggestions, or ideas about the Service (“Feedback”), you grant AVNIR an unrestricted, perpetual, irrevocable, royalty-free licence to use and incorporate that Feedback into the Service or other products without obligation to you.

8. Third-party services & integrations

AVNIR integrates with third-party services (such as Google, Microsoft, LinkedIn, HubSpot, and others) through their respective APIs and OAuth flows. Your use of these integrations is subject to the terms and privacy policies of the applicable third-party providers in addition to these Terms.

AVNIR does not warrant the availability, accuracy, or security of third-party services. Third-party providers may change, limit, or discontinue their APIs at any time, which may affect AVNIR’s ability to provide certain features. AVNIR is not responsible for any changes to third-party services or their impact on the Service.

AVNIR’s website and platform may contain links to third-party websites. These links are provided for convenience only. AVNIR does not endorse and is not responsible for the content or practices of linked third-party sites.

9. Fees & billing

During the Early Access period, fees and payment terms are communicated directly to each Founding Member at the time of onboarding. Founding pricing is guaranteed for one year from your subscription commencement date (see Section 4). After that period, pricing will transition to then-current rates with no less than 60 days’ notice.

Unless otherwise stated, all fees are due in advance, are non-refundable except as required by law, and do not include applicable taxes. You are responsible for all taxes applicable to your use of the Service.

AVNIR reserves the right to modify pricing for general availability. Any price changes will be communicated to active subscribers with reasonable advance notice. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing.

10. Disclaimers & warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION.

AVNIR does not warrant that: (a) the Service will meet your specific requirements; (b) the Service will be continuously available, timely, secure, or error-free; (c) relationship intelligence outputs, Magellan recommendations, RSI scores, or warm-path rankings will be accurate, complete, or achieve any particular business result; or (d) any errors in the Service will be corrected.

Relationship intelligence and AI-assisted recommendations are intended to inform professional judgment, not replace it. You acknowledge that outputs are generated from your first-party data and may not reflect the full context of a relationship.

Some jurisdictions do not permit the exclusion of implied warranties. To the extent such exclusions are prohibited by applicable law, they apply only to the maximum extent permitted.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AVNIR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF AVNIR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL AVNIR’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO AVNIR IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED US DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of liability for certain damages. In such jurisdictions, the above limitation applies to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless AVNIR and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) your violation of any applicable law or regulation; (c) your Customer Data, including any claim that your Customer Data infringes the rights of a third party; or (d) your breach of any representation or warranty in these Terms.

AVNIR reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. You agree to cooperate with AVNIR in the defence of such matters.

13. Termination

You may terminate your account at any time by contacting us at info@avnir.com. Termination does not entitle you to a refund of any prepaid fees except as required by applicable law.

AVNIR may suspend or terminate your access to the Service at any time, with or without cause and with or without notice, if: (a) you violate these Terms; (b) your use poses a security risk or legal liability to AVNIR or others; (c) your account has been inactive for an extended period; or (d) AVNIR ceases offering the Service. Where termination is for cause, AVNIR will endeavour to provide advance notice where commercially practicable.

Upon termination, your right to use the Service ceases immediately. Sections 6 (Customer Data — with respect to data handling obligations), 7, 10, 11, 12, and 14 survive termination. AVNIR will handle your Customer Data following termination in accordance with our Privacy Policy and applicable data retention obligations.

14. Governing law & disputes

These Terms are governed by and construed in accordance with the laws of the State of Georgia, USA, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

For any dispute arising out of or relating to these Terms or the Service, the parties agree to first attempt to resolve the matter informally by contacting AVNIR at info@avnir.com. If the dispute is not resolved informally within 30 days, either party may bring a claim in the state or federal courts located in Atlanta, Georgia, USA, and each party consents to the personal jurisdiction of those courts.

Nothing in this section prevents AVNIR from seeking injunctive or other equitable relief in any competent court to protect its intellectual property or confidential information.

15. Changes to these terms

AVNIR reserves the right to modify these Terms at any time. For material changes, we will notify registered users by email and/or in-product notice at least 14 days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms.

If you do not agree to revised Terms, you must stop using the Service before the effective date of the changes. For non-material changes (typographical corrections, clarifications that do not alter our obligations), we will update the “Last updated” date without advance notice.

16. Contact

Questions about these Terms or requests for a Data Processing Agreement (DPA):

We aim to respond to all inquiries within two business days.