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Draft — not final, requires legal review. This is a first-pass draft to speed up review, not a lawyer-drafted or reviewed document. Do not treat this as binding, and do not publish it as-is.

Terms of Service

Effective date: [date] — DRAFT, not yet in effect
Provider: Centrico Technologies LLC, Miami, Florida, USA ("Indavera," "we," "us," or "our")

1. Agreement and scope

These Terms govern access to and use of the Indavera website, hosted software platform, APIs, document-generation tools, and related services (collectively, the "Services"). By creating an account, accepting an order form, purchasing a subscription, or using the Services, you agree to these Terms and any applicable order form, plan description, data processing terms, and other incorporated terms.

If an executed order form or enterprise agreement conflicts with these Terms, the executed agreement controls to the extent of the conflict.

2. Eligibility and business use

The Services are intended primarily for business and professional use. The person accepting these Terms for an organization represents that they have authority to bind that organization.

Indavera may review prospective customers before activating a workspace. Payment or subscription purchase does not, by itself, guarantee access. A workspace may remain pending until Indavera approves activation. The applicable checkout or order documentation states how fees, credits, or refunds are handled if access is not approved.

3. Services

Depending on your plan and configuration, the Services may include transaction ingestion, transaction monitoring, rule management, alert screening, case management, KYC/KYB onboarding, beneficial-ownership workflows, sanctions and PEP screening, AI-assisted investigations, compliance-document generation, and regulatory report preparation.

Features, limits, jurisdictions, integrations, and availability may vary by plan. Beta, preview, or unverified functionality is identified as such where applicable.

4. Regulatory reporting

Indavera provides tools to assist you with regulatory report preparation. You remain responsible for determining whether a report is required, the accuracy and completeness of the report, applicable deadlines, authorization, and successful submission.

For Canada, the platform can prepare and validate FINTRAC STR information and contains a submission client. Unless Indavera expressly confirms otherwise in current service documentation, you must not assume that live FINTRAC transmission has been production-verified.

For the United States, Indavera generates supported FinCEN SAR XML output but does not currently submit the SAR to FinCEN on your behalf.

No functionality should be interpreted as a representation that Indavera is a regulator, FIU, law firm, or filing agent in any jurisdiction unless expressly agreed in writing.

5. AI-assisted features

The Services use artificial intelligence for defined assistance functions. AI outputs may contain errors, omissions, or incomplete interpretations. AI output is advisory and must be reviewed by appropriately qualified personnel before being relied upon for consequential compliance, onboarding, risk, legal, or regulatory decisions.

You must not represent AI-generated content as independently verified unless you have completed the appropriate review.

6. Customer responsibilities

You are responsible for:

  • the lawfulness, accuracy, quality, and completeness of data submitted to the Services;
  • obtaining required notices, consents, permissions, and legal bases;
  • configuring rules, thresholds, policies, and workflows appropriately;
  • maintaining your own compliance program and accountable personnel;
  • reviewing alerts, investigations, reports, screening results, and generated documents;
  • complying with filing, recordkeeping, confidentiality, sanctions, AML/CTF, privacy, employment, and other applicable requirements; and
  • maintaining the confidentiality of credentials and controlling authorized users.

7. Accounts, roles, and security

You must provide accurate account information and promptly disable access for users who no longer require it. Access rights are governed by platform roles and permissions. Certain sensitive actions may require multi-factor authentication.

You are responsible for activity performed through your authorized accounts except to the extent caused by Indavera's breach of its obligations.

8. Acceptable use

You may not use the Services to violate law; facilitate financial crime, fraud, sanctions evasion, unlawful gambling, or other illegal activity; interfere with platform security; introduce malware; attempt unauthorized access; reverse engineer except where law expressly permits; scrape or overload the Service; misuse third-party data; or use the Services to make unlawful discriminatory or solely automated decisions where prohibited. See our Acceptable Use Policy for the full list.

9. Customer data

As between the parties, you retain your rights in data submitted to the Services. You grant Indavera the rights necessary to host, process, transmit, analyze, and otherwise handle that data to provide, secure, support, and improve the Services in accordance with the agreement and applicable privacy/data-processing terms.

10. Third-party services

The Services rely on third-party providers for functions including authentication, billing, cloud storage, AI-assisted processing, sanctions/PEP screening, error monitoring, and transactional email. Third-party availability may affect the Services. Indavera remains responsible for its contractual obligations but does not control independent third-party services. See Security & Subprocessors.

11. Confidentiality

Each party must protect the other party's non-public confidential information using reasonable care and use it only to perform or exercise rights under the agreement. Standard exceptions apply for information already known without restriction, independently developed, lawfully received from another source, or made public without breach. Legally compelled disclosure is handled in accordance with applicable law.

12. Fees, subscriptions, taxes, and cancellation

Paid Services are billed according to the selected plan or order form. Recurring subscriptions continue for the stated billing period until cancelled in accordance with the applicable plan. Stripe processes subscription billing and may provide a self-service billing portal.

You are responsible for applicable taxes except taxes imposed on Indavera's net income. [Placeholder — counsel/business to confirm refund policy, trial terms, usage-overage handling, plan-change timing, and treatment of payments made before approval.]

13. Suspension

Indavera may suspend access where reasonably necessary to address security threats, suspected unlawful use, material breach, non-payment, sanctions/legal restrictions, or risks to the Services or other customers. Where practicable and lawful, Indavera will provide notice and an opportunity to cure.

14. Intellectual property

Indavera and its licensors retain all rights in the Services, software, documentation, models, workflows, interfaces, and related technology, excluding your data. Feedback may be used to improve the Services without restriction, provided it does not identify your confidential information.

15. Disclaimers

The Services are compliance tools and are not legal, accounting, tax, investment, or regulatory advice. Indavera does not guarantee that use of the Services will ensure compliance, detect every instance of suspicious or prohibited activity, prevent fraud, produce a regulator-accepted outcome, or satisfy every requirement applicable to you.

Except as expressly stated in an applicable agreement and to the maximum extent permitted by law, the Services are provided without implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

16. Limitation of liability

[COUNSEL TO INSERT LIABILITY CAP, EXCLUDED DAMAGES, CARVE-OUTS, AND JURISDICTION-SPECIFIC LANGUAGE.]

17. Indemnification

[COUNSEL TO INSERT MUTUAL / CUSTOMER INDEMNITY STRUCTURE APPROPRIATE TO THE BUSINESS MODEL.]

18. Term and termination

These Terms remain in effect while you use the Services. Either party may terminate as provided in the applicable subscription or order form. When a subscription is cancelled, the platform initiates a controlled termination workflow: workspace access is suspended, applicable grace/transition periods are applied, tracked records are evaluated for deletion, records subject to an unexpired regulatory retention requirement or legal hold are preserved, and records that are eligible and supported by an implemented purge routine are queued for deletion. The exact grace periods and backup-expiry estimates are configurable operational values and are not contractual commitments unless stated in an applicable order form or policy. See Data Retention & Deletion.

19. Data return, retention, and deletion

Indavera uses a record-level Retention Policy Engine for supported data categories. Retention is tied to the individual record rather than solely to the customer relationship. Where an approved regulatory minimum applies, you may extend the retention period but may not shorten it below that minimum. A legal hold can suspend deletion for litigation, regulator or law-enforcement requests, audits/examinations, internal investigations, preservation notices, disputes, or another documented reason.

For data categories currently connected end-to-end to the retention engine, a deletion request first removes the record from ordinary operational use, after which the system determines whether the record is retention-locked, purge-eligible, or capable of being permanently purged. KYC/KYB records and STR/SAR records are currently connected to this automated lifecycle. Other categories defined by the platform, including transactions, screening results, alerts, cases, general onboarding records, generated compliance documents, audit/security logs, billing, prospect/support data, backups, and AI-generated artifacts, do not yet all have automated retention timers and purge routines and should not be assumed to follow a stated automatic deletion period.

For STR/SAR records that become purge-eligible, the sensitive content may be scrubbed while a minimal non-sensitive tombstone is retained to evidence the filing history. Records subject to applicable confidentiality or anti-tipping-off restrictions are handled separately from ordinary access and deletion workflows. Indavera maintains audit evidence of the retention and deletion process. Additional data-return, transition, or retention obligations may be stated in an enterprise agreement or data processing agreement.

20. Changes

Indavera may update these Terms in accordance with applicable law. Material changes will be notified through the Services, email, or another reasonable method, with an effective date.

21. Governing law and disputes

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22. Contact

Legal notices: support@indavera.com
Provider: Centrico Technologies LLC, Miami, Florida, USA