Terms of Service

Introduction

These Terms of Service (“Terms”) govern your access to and use of ClearCompli's compliance management solution and services. By accessing or using our services, you agree to be bound by these Terms.

ClearCompli provides a compliance management solution that helps organizations manage their AI governance obligations, conduct risk assessments, and maintain audit trails. Please read these Terms carefully before using our services.

Definitions

For purposes of these Terms, the following definitions apply:

1. a. “Agreement” means these Terms of Service, together with any applicable Order Forms, Data Processing Agreements, or enterprise addenda.
2. b. “Company,” “we,” “us,” or “our” means AvniCloud LLC, an Illinois limited liability company, doing business as ClearCompli.
3. c. “User,” “Customer,” or “you” means any individual or entity that accesses or uses the Services.
4. d. “Services” means the ClearCompli AI governance and compliance management solution, including all features, tools, dashboards, reports, APIs, and related services made available by the Company.
5. e. “Customer Data” means all data, content, and information submitted by the User to the Services.
6. f. “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

1. Eligibility and Account Registration

1.1. By accessing the Services, you represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have the legal authority to enter into this Agreement on behalf of yourself or your organization; (c) your use of the Services complies with all applicable laws and regulations; and (d) all information you provide to the Company is accurate and complete. ClearCompli reserves the right to suspend or terminate accounts found to be in violation of these representations.

2. Billing and Subscriptions

2.1. Subscription Cycle and Payments

1. 2.1.1. Billing Frequency: All Services are billed on a subscription basis (“Subscription”). Users will be billed in advance on a recurring, periodic basis (the “Billing Cycle”).
2. 2.1.2. Automatic Renewal: At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or ClearCompli cancels it.
3. 2.1.3. Payment Methods: A valid payment method, including credit card or approved electronic payment, is required to process the payment for your Subscription.

3. Pricing and Plan Modifications

1. 3.1. Right to Modify: ClearCompli reserves the right to modify the fees for the Subscriptions, including but not limited to the Starter, Professional, and Enterprise tiers, at any time.
2. 3.2. Notice of Change: Any change in Subscription fees will become effective at the end of the then-current Billing Cycle. ClearCompli will provide reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
3. 3.3. Tier Constraints: Usage limits, such as the number of “AI Systems,” “Active Frameworks,” or “Users Included,” are fixed to the specific plan selected. ClearCompli reserves the right to adjust these allocations for future billing cycles.

4. 15-Day Free Trial

1. 4.1. Trial Period: ClearCompli may, at its sole discretion, offer a Subscription with a free trial for a limited period of fifteen (15) days.
2. 4.2. Conversion to Paid: You may be required to enter your billing information to sign up for the Free Trial. If you do enter your billing information, you will not be charged by ClearCompli until the Free Trial has expired.
3. 4.3. Termination of Trial: At any time and without notice, ClearCompli reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

5. Cancellation and Refunds

1. 5.1. User-Initiated Cancellation: You may cancel your Subscription renewal either through your online account management page or by contacting the ClearCompli customer support team.
2. 5.2. Effective Date: Cancellation will take effect at the end of the current Billing Cycle, and you will retain access to the solution until that time.
3. 5.3. Refund Policy: Except when required by law, paid Subscription fees are non-refundable.

6. Data Accuracy & Regulatory Governance

6.1. Nature of Automated Reports

The reports, dashboards, and readiness scores generated by ClearCompli (the “Services”) are produced via user-provided data against third-party regulatory frameworks. These outputs are intended for organizational and informational purposes only and represent a point-in-time snapshot of the User's AI governance posture.

6.2. Limitation of Accuracy

User Responsibility: The accuracy of any report is strictly dependent on the completeness and truthfulness of the data inputted by the User regarding their AI systems, data types, and operational models.

6.3. Dynamic Regulatory Landscape

ClearCompli provides mappings for frameworks including, but not limited to, the EU AI Act, NIST AI RMF. Because these frameworks are subject to frequent legislative and administrative updates, ClearCompli does not warrant that all automated mappings are reflected in real-time or are free from error.

6.4. No Technical Guarantee

Automated “passing” scores or compliance percentages do not constitute a technical guarantee of system safety or performance.

7. No Legal Advice or Guarantee of Compliance

1. 7.1. Facilitation Only: ClearCompli acts as a system facilitator for governance and is not a law firm, compliance advisor or a regulatory body.
2. 7.2. No Legal Privilege: Use of the Services does not create an attorney-client relationship. The Services are not a substitute for the advice of qualified legal counsel or professional auditors.
3. 7.3. Final Accountability: The User remains solely responsible for ensuring their AI systems meet all applicable local, national, and international laws. ClearCompli shall not be liable for any regulatory fines, legal actions, or business losses resulting from the User's reliance on reports.

8. Third-Party Frameworks & Intellectual Property

8.1. ClearCompli provides automated alignment with frameworks developed by third-party agencies (e.g., NIST). ClearCompli is not affiliated with, endorsed by, or partnered with these agencies. All trademarks and framework titles remain the exclusive property of their respective owners.

9. Usage Overages and Capacity Scaling

AI System Capacity Limits

1. 9.1. Plan Specificity: Each Subscription tier includes a predefined maximum number of “AI Systems” that may be actively governed within the solution simultaneously.
2. 9.2. Definition of Active System: An “AI System” is considered active if it is currently mapped to a framework, undergoing a risk assessment, or generating a report.

Automated Overage Handling

1. 9.3. Grace Period: In the event a User attempts to register or map an AI System that exceeds their current Plan limit, ClearCompli may provide a seventy-two (72) hour grace period to allow the User to either (i) offboard an existing system or (ii) upgrade their Subscription tier.
2. 9.4. Automatic Overage Fees: If the User remains over their allocated AI System count beyond the grace period, ClearCompli will provide written notice and require explicit written or in-app acknowledgment from the User before billing any overage charges. Absent such consent, ClearCompli may suspend report generation until the account is brought into compliance.
3. 9.5. Service Throttling: Should a User exceed their limit by more than 20% without a tier upgrade, ClearCompli reserves the right to temporarily suspend the generation of new reports until the account is brought into compliance.

Scaling and Tier Upgrades

1. 9.6. Mid-Cycle Upgrades: Users may upgrade to a higher tier (e.g., from Professional to Enterprise) at any time.
2. 9.7. Upgrade Billing: Upon upgrading, the new Subscription fee will be applied starting next billing period, users can use the higher-tier for the remaining portion of the current Billing Cycle.
3. 9.8. Downgrade Billing: To prevent data loss or framework mapping errors, Subscription downgrades will only take effect at the start of the next Billing Cycle following a written request.

10. Pricing Disclaimer

10.1. Pricing & Feature Terms

Listed prices and feature sets (including but not limited to the number of supported AI Systems, Active Frameworks, and User seats) are subject to change at ClearCompli's sole discretion. While we strive to provide 30 days' notice for significant price adjustments, ClearCompli reserves the right to modify, suspend, or discontinue any feature or plan tier at any time without prior notice. Subscription renewals will be billed at the prevailing rate at the time of renewal unless otherwise specified in a separate enterprise agreement.

10.2. System & Seat Limits

ClearCompli reserves the right to audit usage to ensure compliance with plan limits. Exceeding these limits may result in automatic tier upgrades or additional overage fees.

10.3. Trial Period Rights

The “Request a Demo” is a non-binding inquiry. ClearCompli reserves the right to modify or discontinue trial access at any time if we detect usage that violates our acceptable use policy.

10.4. Role-Based Access Availability

Specific user roles (e.g., Engineers, Compliance Officers) are provided as part of the solution. ClearCompli may update the permissions or functional capabilities associated with these roles to maintain alignment with evolving industry standards.

11. Intellectual Property Rights

11.1. Company Ownership

The Services, including all software, algorithms, interfaces, content, documentation, trademarks, and associated intellectual property, are and remain the exclusive property of AvniCloud LLC. Nothing in these Terms transfers any ownership rights in the Services to the User. All rights not expressly granted herein are reserved by the Company.

11.2. Customer Data Ownership

The User retains all ownership rights in Customer Data. By submitting Customer Data to the Services, the User grants the Company a limited, non-exclusive, royalty-free license to process, store, and use such data solely as necessary to provide the Services. The Company will not use Customer Data for any purpose beyond providing the Services without the User's express prior written consent.

11.3. License Grant to User

Subject to compliance with these Terms and timely payment of fees, the Company grants the User a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for internal business purposes during the applicable Subscription term.

12. Customer Data and Privacy

The Company processes Customer Data in accordance with its Privacy Policy, available at app.clearcompli.com/privacy, which is incorporated into these Terms by reference. Enterprise customers requiring a Data Processing Agreement (DPA) in connection with applicable data protection laws, including CCPA, VCDPA, or GDPR, should contact the Company at 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.

13. 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 the same degree of care used to protect its own confidential information, but in no event less than reasonable care. Each party agrees to use the other party's Confidential Information solely to perform its obligations or exercise its 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 or court order, provided prompt written notice is given where permitted.

14. 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, THE COMPANY 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. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO THE USER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE USER TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE COMPANY'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

16. Indemnification

The User agrees to defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, judgments, awards, 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 Customer Data submitted by the User.

17. Termination

17.1. Termination by User

The User may terminate this Agreement at any time by canceling the 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.

17.2. Termination by Company

The Company may terminate or suspend the User's access to the Services immediately upon written notice if: (a) the User materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice; (b) the User fails to pay any fees when due; (c) the User engages in activity that is illegal or harmful to the solution; or (d) the Company is required to do so by applicable law or regulatory authority.

17.3. Effect of Termination

Upon termination or expiration: (a) all licenses granted herein immediately terminate; (b) the User must cease all use of the Services; (c) the Company will retain Customer Data for thirty (30) days following termination, during which time the User may request a data export; (d) after such thirty (30) day period, the Company may permanently delete all Customer Data; and (e) all accrued payment obligations and provisions that by their nature should survive shall survive termination.

18. Governing Law and Jurisdiction

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

19. Dispute Resolution

19.1. Informal Resolution

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

19.2. 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. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm.

19.3. 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.

20. 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.

21. Modifications to These Terms

The Company reserves the right to modify these Terms at any time. For material changes, including changes to pricing, liability, or dispute resolution, the Company will provide no less than thirty (30) days' prior written notice via email. Continued use of the Services after the effective date of any modification constitutes acceptance of the revised Terms.

22. General Provisions

Entire Agreement

These Terms, together with the Privacy Policy, any applicable Data Processing Agreement, and any executed Order Forms or enterprise addenda, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous agreements, representations, or understandings.

Severability

If any provision of these Terms is found invalid, illegal, 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 the Company. The Company may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets. Any purported assignment in violation of this section is null and void.

Notices

All legal notices to the Company 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.

Contact Information

If you have questions, concerns, or requests regarding these Terms of Service, please contact us:

Important: By using ClearCompli's services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.