Terms of Service

These Terms of Service (“Terms”) are a legally binding agreement between you (“User,” “Customer,” or “Subscriber”) and Avnicloud LLC (“Company,” “we,” “us,” or “our”). By accessing or using our website (avnicloud.com) and our AI compliance platform, ClearCompli™ (clearcompli.com), you agree to be bound by these Terms.

1. The Relationship: Avnicloud & ClearCompli

ClearCompli is a proprietary software product developed, owned, and operated by Avnicloud LLC. All contractual obligations, billing, and technical support are provided by Avnicloud LLC.

2. Use of AI Services

ClearCompli utilizes advanced AI models to provide regulatory reporting and compliance governance for the finance and insurance industry.

Nature of AI: You acknowledge that AI outputs are generated through probabilistic models. While we strive for high precision and alignment with frameworks like NIST and the EU AI Act, AI can occasionally produce “hallucinations” or inaccuracies.
No Professional Advice: ClearCompli provides technical compliance tools, not legal or actuarial advice. All AI-generated reports must be reviewed by a human professional before submission.

3. Intellectual Property

Our Property: AvniCloud LLC retains all rights, title, and interests in the ClearCompli platform, including its software, user interfaces, underlying algorithms, API architecture, documentation, trademarks, and all associated intellectual property. Nothing in these Terms transfers any ownership rights in the platform to the User. All rights not expressly granted herein are reserved by AvniCloud LLC.
Your Property: You retain all rights to the proprietary data you upload. By using the service, you grant us a limited license to process this data solely to provide the services requested.

4. Security and Access

AuthN & AuthZ: You are responsible for maintaining the confidentiality of your account credentials. Avnicloud employs robust Authentication (AuthN) and Authorization (AuthZ) protocols, including role-based access management and bot-prevention technology, Google reCAPTCHA v3, to protect your account. You must notify us immediately at contact@clearcompli.com of any unauthorized access or suspected security breach.
Prohibited Use: You may not attempt to reverse-engineer our system and services, bypass our security testing measures, or use the platform to generate non-compliant or fraudulent documentation.

5. Billing and Subscription

Entity: All charges on your bank statement will appear as “Avnicloud LLC” or “Avnicloud LLC dba ClearCompli.”
Cancellations: Subscription terms, billing cycles, pricing, cancellation, and refund terms are governed by your specific SLA where applicable, or by the Billing and Subscription section of the ClearCompli Terms of Service (app.clearcompli.com/terms) for self-serve users. A valid payment method is required to maintain an active Subscription. Cancellation takes effect at the end of the current billing cycle. Except as required by law, paid Subscription fees are non-refundable.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AVNICLOUD LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR REGULATORY FINES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE CLEARCOMPLI PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AVNICLOUD LLC’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN DAMAGES; IN SUCH CASES LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

7. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Sangamon County, Illinois, consistent with the ClearCompli Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

8. Modifications

We reserve the right to modify these Terms at any time. We will notify you of significant changes via the email associated with your account or a notice on the ClearCompli dashboard.

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AVNICLOUD LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AVNICLOUD LLC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. NO ORAL OR WRITTEN ADVICE FROM AVNICLOUD LLC OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY.

10. Dispute Resolution

Informal Resolution

Before initiating any formal dispute proceeding, the parties agree to attempt informal resolution by providing written notice describing the nature of the dispute and negotiating in good faith for thirty (30) days.

Binding Arbitration

Any unresolved dispute arising out of or relating to these Terms shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in Springfield, Illinois. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm.

Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. CLAIMS MAY ONLY BE BROUGHT ON AN INDIVIDUAL BASIS.

11. Customer Data and Privacy

AvniCloud LLC processes Customer Data in accordance with its Privacy Policy (avnicloud.com/privacy) and the ClearCompli Privacy Policy (app.clearcompli.com/privacy), both incorporated herein by reference. Enterprise customers requiring a Data Processing Agreement (DPA) in connection with CCPA, VCDPA, GDPR, or other applicable data protection laws should contact contact@clearcompli.com prior to onboarding. All Customer Data is stored on AWS infrastructure in the United States (US-East-1 region). All data in transit is encrypted via SSL/TLS and data at rest is encrypted using AWS-managed encryption keys.

12. Confidentiality

Each party agrees to hold the other party’s confidential information in strict confidence and not to disclose it to any third party without prior written consent, using no less than reasonable care. Each party agrees to use the other party’s confidential information solely to perform obligations or exercise rights under this Agreement. These obligations survive termination for three (3) years. Neither party is obligated to maintain confidentiality of information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law, provided prompt written notice is given where permitted.

13. Indemnification

The User agrees to defend, indemnify, and hold harmless AvniCloud LLC and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the User’s use of or access to the Services; (b) the User’s violation of these Terms; (c) the User’s violation of any third-party right, including any intellectual property or privacy right; or (d) any data or content submitted by the User.

14. Termination

Termination by User

The User may terminate this Agreement at any time by canceling their Subscription through the account management portal or by providing written notice to contact@clearcompli.com. Termination takes effect at the end of the then-current billing cycle.

Termination by Company

AvniCloud LLC may terminate or suspend the User’s access immediately upon written notice if: (a) the User materially breaches these Terms and fails to cure within fifteen (15) days of written notice; (b) the User fails to pay fees when due; (c) the User engages in illegal activity or misuse; or (d) AvniCloud LLC is required to do so by applicable law or regulatory authority.

Effect of Termination

Upon termination: (a) all licenses granted herein immediately terminate; (b) the User must cease all use of the Services; (c) AvniCloud LLC will retain Customer Data for thirty (30) days following termination during which the User may request a data export; (d) after such period, Customer Data may be permanently deleted; and (e) all accrued payment obligations survive termination.

15. Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, labor disputes, internet or cloud service provider outages (including AWS), government actions, or changes in applicable law. The affected party shall provide prompt written notice and use commercially reasonable efforts to resume performance.

16. General Provisions

Entire Agreement

These Terms, together with the ClearCompli Terms of Service, the Privacy Policy, any applicable Data Processing Agreement, and any executed Order Forms or SLAs, constitute the entire agreement between the parties and supersede all prior agreements, representations, or understandings, whether written or oral.

Severability

If any provision of these Terms is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable. The remaining provisions shall continue in full force and effect.

Waiver

No waiver of any right or remedy shall be effective unless made in writing. Failure to enforce any provision shall not constitute a waiver of the right to enforce such provision in the future.

Assignment

The User may not assign or transfer these Terms without the prior written consent of AvniCloud LLC. AvniCloud LLC may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets without User consent. Any purported assignment in violation of this section is null and void.

Notices

All legal notices to AvniCloud LLC shall be sent by email to contact@clearcompli.com with a copy by certified mail to: AvniCloud LLC d/b/a ClearCompli, c/o Northwest Registered Agent Service, Inc., 2501 Chatham Rd Suite N, Springfield, IL 62704. Notices to the User shall be sent to the email address on file.