Terms of Service

Effective Date: August 9, 2026

1. Acceptance of Terms

Website Use

Browsing or accessing the Avondale.AI website (the "Site") constitutes acceptance of these Terms as they apply to website use. Website visitors are bound by Sections 1, 8 (Acceptable Use), 16 (Intellectual Property), and 19 (Miscellaneous). Commercial terms, including Sections 9 (Fees), 11 (Limitation of Liability), 12 (Indemnification), 14 (Dispute Resolution and Arbitration), and other engagement-specific provisions, apply only to entities that engage Avondale.AI for Services or deploy Software.

Commercial Engagement

By engaging Avondale.AI for services or deploying Avondale.AI software, you agree to be bound by these Terms of Service ("Terms") in their entirety. If you are entering into these Terms on behalf of a company or organization, you represent that you have the authority to bind that entity. If you do not agree to these Terms, do not engage services or deploy software.

Acceptance is established by any of the following: (a) signing an Engagement agreement, (b) making payment for Services, (c) deploying or accessing Software, or (d) written acknowledgment of these Terms. The party accepting these Terms represents that they have authority to bind the entity.

These Terms govern Avondale.AI's commercial services and software, provided to United States commercial entities and United States government entities. Consumer products, when available, are governed by separate Consumer Terms of Service published on the respective product page. Until separate Consumer Terms are published, these Terms do not apply to consumer products.

2. Definitions

• "Avondale.AI," "we," "us," "our" refers to Avondale.AI, an Arizona business, and its authorized personnel.
• "Client," "you," "your" refers to the entity engaging Avondale.AI for services or deploying Avondale.AI software.
• "Services" refers to any work performed by Avondale.AI, including but not limited to: infrastructure analysis, performance optimization, security assessments, compliance preparation and alignment, AI platform deployment, and ongoing monitoring.
• "Software" refers to any Avondale.AI commercial software, including The Consultant (Sovereign AI IT Platform), The Architect, and any related components, configurations, models, tools, scripts, or documentation provided to the Client. Consumer products are governed by separate terms and are not covered by these Terms.
• "Engagement" refers to any individual project, service period, or ongoing service relationship governed by a separate statement of work, service agreement, or purchase order.
• "Deliverables" refers to any written reports, analyses, knowledge bases, configurations, policies, or other materials produced by Avondale.AI for the Client during an Engagement.
• "AI" refers to artificial intelligence systems, including large language models, machine learning models, and automated analysis tools, used by Avondale.AI as part of Service delivery.

3. Description of Services

Avondale.AI provides expert-led, AI-amplified services including infrastructure analysis, performance optimization, network analysis, security assessments, and compliance preparation. AI is used as a tool to accelerate analysis; all findings are validated by a named expert. Avondale.AI does not guarantee any specific regulatory outcome, certification result, or business result from its Services.

4. Software License — Lease, Not Sale

Avondale.AI leases Software to the Client. The Client does not purchase, own, or acquire title to any Software. All Software is licensed, not sold. Avondale.AI retains all right, title, and interest in and to the Software, including all intellectual property rights.

License Grant

Subject to the terms of the applicable Engagement and these Terms, Avondale.AI grants the Client a non-exclusive, non-transferable, revocable, limited license to use the Software solely for the Client's internal business operations during the term of the Engagement. The license terminates automatically upon expiration or termination of the Engagement.

License Restrictions

The Client shall not, and shall not permit any third party to:

1. Copy, reproduce, distribute, or transfer the Software to any third party;
2. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software;
3. Modify, adapt, create derivative works from, or translate the Software;
4. Sublicense, lease, rent, or lend the Software;
5. Remove or alter any copyright, trademark, or proprietary notices on or in the Software;
6. Use the Software for any purpose other than the Client's internal business operations;
7. Use the Software to provide services to third parties, including but not limited to hosting, managed services, or consulting;
8. Use the Software outside the scope of the Engagement;
9. Access or use the Software after termination of the Engagement.

Software Return

Upon termination or expiration of the Engagement, the Client shall: (a) cease all use of the Software; (b) return or destroy all copies of the Software in the Client's possession or control, including all configurations, models, scripts, and documentation; and (c) certify in writing to Avondale.AI that all Software has been returned or destroyed. The Client shall not retain any copy of the Software after termination.

5. Compliance Services — Prepare, Not Certify

The Client acknowledges that:

1. Avondale.AI prepares the Client for compliance assessments. A certified assessor performs the final sign-off.
2. Compliance certifications are issued by authorized third parties (e.g., C3PAOs for CMMC, external auditors for SOC 2), not by Avondale.AI.
3. Avondale.AI makes no guarantee that the Client will achieve any specific certification, pass any audit, or satisfy any specific regulatory requirement.
4. The Client is responsible for engaging a qualified, certified assessor for any required certification.
5. Avondale.AI's Deliverables, including compliance gap analyses and remediation roadmaps, are advisory in nature and do not constitute a determination of compliance.

6. Use of AI in Service Delivery

Avondale.AI uses AI as part of its Service delivery. The Client acknowledges and agrees that:

1. AI is a tool used to accelerate analysis and perform tasks that would be impractical to complete manually within the Engagement timeframe.
2. AI-generated outputs are not final Deliverables until reviewed, validated, and approved by a named Avondale.AI expert.
3. AI may produce outputs that are incomplete, inaccurate, or require human correction. Avondale.AI's expert validates all findings before inclusion in Deliverables.
4. Avondale.AI is not liable for AI-generated content that is corrected during the expert validation process.
5. Notwithstanding the expert validation process, AI-generated content included in Deliverables is provided as advisory analysis, not as a warranty of accuracy or completeness. The Client is responsible for independent verification of Deliverables before relying on them for regulatory, legal, or business decisions.
6. The Client's data provided to Avondale.AI for analysis may be processed by AI systems operating on Avondale.AI's sovereign, on-premise infrastructure. No Client data is transmitted to third-party cloud AI services unless explicitly agreed in writing.

7. Data Ownership and Handling

Client Data Ownership

The Client retains all right, title, and interest in and to its data, including all data provided to Avondale.AI for analysis ("Client Data"). Avondale.AI does not acquire any ownership rights in Client Data. Avondale.AI obtains a limited license to use Client Data solely for the purpose of performing the Services during the Engagement. Avondale.AI shall not use, retain, or disclose Client Data for any purpose other than performing the Services, including but not limited to training, fine-tuning, or improving AI models, developing competing services, or any commercial purpose unrelated to the Engagement.

Data Handling

Avondale.AI handles Client Data in accordance with the terms of the applicable Engagement and any separate data handling agreement. By default:

• Client Data is analyzed on Avondale.AI's sovereign, on-premise infrastructure;
• No Client Data is transmitted to third-party cloud services unless explicitly agreed in writing;
• Client Data is purged after the Engagement concludes, no later than thirty (30) days after termination or completion unless a different timeline is specified in the Engagement;
• Avondale.AI accommodates NDA and data handling requirements per Engagement.

Deliverables Ownership

Deliverables produced by Avondale.AI are provided to the Client for the Client's internal use. The Client receives a non-exclusive, non-transferable, non-sublicensable license to use Deliverables for its internal business operations for the duration of the Engagement. The Client may not resell, redistribute, publish, or use Deliverables to provide services to third parties. Avondale.AI retains ownership of all templates, methodologies, tools, and processes used to produce Deliverables. Upon termination, the Client may retain copies of Deliverables for internal reference but may not continue to use them for ongoing compliance representation or represent to third parties that Deliverables constitute a current compliance determination.

8. Acceptable Use and Restrictions

The Client shall not:

1. Use Avondale.AI Services or Software for any illegal purpose;
2. Use Avondale.AI Services or Software to violate any law, regulation, or contractual obligation;
3. Use Avondale.AI Services or Software in a manner that could damage, disable, overload, or impair Avondale.AI infrastructure or systems;
4. Attempt to gain unauthorized access to Avondale.AI systems, data, or infrastructure;
5. Use Avondale.AI Services or Software to develop or train competing AI systems or services;
6. Disclose Avondale.AI pricing, methodologies, or proprietary information to third parties;
7. Remove or alter any proprietary notices on Deliverables or Software;
8. Use Deliverables or Software after termination of the Engagement.

9. Fees and Payment

Fees for Services are specified in the applicable Engagement. Unless otherwise agreed in writing:

1. Fees are due per the payment terms specified in the Engagement;
2. The Client is responsible for all taxes associated with the Engagement except for taxes based on Avondale.AI's net income;
3. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less;
4. Avondale.AI may suspend Services for non-payment after written notice and a 10-day cure period;
5. All fees are non-refundable unless explicitly stated in the Engagement.

10. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN A SIGNED ENGAGEMENT AGREEMENT, AVONDALE.AI PROVIDES SERVICES AND SOFTWARE "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. AVONDALE.AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY;
• IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE;
• IMPLIED WARRANTIES OF NON-INFRINGEMENT;
• WARRANTIES THAT SERVICES WILL MEET ANY SPECIFIC REQUIREMENT OR PRODUCE ANY SPECIFIC RESULT;
• WARRANTIES THAT SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE;
• WARRANTIES THAT COMPLIANCE PREPARATION WILL RESULT IN CERTIFICATION OR REGULATORY APPROVAL.

Avondale.AI does not warrant that AI-generated content is accurate, complete, or suitable for any purpose without expert validation. The Client acknowledges that AI is a tool, not an authoritative source, and that all AI outputs require human review before reliance.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AVONDALE.AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.

AVONDALE.AI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO AVONDALE.AI FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

This limitation applies even if Avondale.AI has been advised of the possibility of such damages. This limitation applies to all claims regardless of theory, including contract, tort (including negligence and gross negligence), strict liability, and statutory claims, to the maximum extent permitted by applicable law. The parties acknowledge that neither party has relied on any representation not expressly stated in these Terms or the Engagement. The Client acknowledges that the fees charged reflect this limitation of liability and that a different allocation of liability would result in different pricing.

12. Indemnification

Client Indemnification

The Client agrees to indemnify, defend, and hold harmless Avondale.AI and its personnel from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

1. The Client's use of Services or Software;
2. The Client's breach of these Terms or any Engagement;
3. The Client's data, content, or materials provided to Avondale.AI;
4. The Client's use of Deliverables, including reliance on Deliverables beyond their intended purpose;
5. The Client's failure to engage a qualified, certified assessor where required;
6. Physical damage to Avondale.AI equipment: Any physical damage to Avondale.AI equipment located at the Client's premises, including damage caused by the Client, its personnel, its MSP, contractors, visitors, environmental factors under the Client's control, theft, vandalism, or natural events at the Client's facility. The Client is responsible for all repair, replacement, travel, shipping, and labor costs associated with such damage as detailed in the Service Level Agreement, Section 12 (Physical Equipment and On-Site Repairs).

Avondale.AI Indemnification

Avondale.AI shall indemnify, defend, and hold harmless the Client from third-party claims that Avondale.AI Software infringes a United States patent, copyright, or trademark, provided that Avondale.AI retains sole control of the defense and the Client cooperates fully. This indemnification does not cover claims arising from the Client's modifications to Software, use of Software outside the scope of the Engagement, or the Client's own data or materials.

Indemnification Cap

Each party's indemnification obligations under this Section are capped at an amount equal to the total fees paid by the Client to Avondale.AI for the specific Engagement giving rise to the claim in the twelve (12) months preceding the event giving rise to the liability, matching the limitation of liability cap in Section 11.

13. Termination

Termination by Either Party

Either party may terminate an Engagement for material breach with written notice and a 30-day cure period. Avondale.AI may terminate immediately for the Client's breach of license restrictions (Section 4), acceptable use restrictions (Section 8), or non-payment beyond the cure period.

Effect of Termination

Upon termination:

1. All Software licenses immediately terminate;
2. The Client shall cease all use of Software and Deliverables;
3. The Client shall return or destroy all Software as specified in Section 4;
4. The Client shall pay all fees due through the date of termination;
5. The Client's failure to return or destroy Software as required shall constitute a material breach subject to damages and injunctive relief under Section 14 (Intellectual Property Exception) and Section 16;
6. Sections relating to limitation of liability, indemnification, intellectual property, confidentiality, and arbitration survive termination.

14. Dispute Resolution and Arbitration

Binding Arbitration

Any dispute, claim, or controversy arising out of or related to these Terms or any Engagement shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Maricopa County, Arizona. The arbitrator's award may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs. Arbitration forum fees and the arbitrator's fees and expenses shall be split equally between the parties, except that Avondale.AI shall pay its share of arbitration fees if the Client demonstrates inability to pay and the arbitrator determines that such allocation is appropriate.

No Class Actions

The Client and Avondale.AI agree that each party may bring claims against the other only in its individual capacity. Neither party may participate in a class action, class arbitration, or representative action. The arbitrator may not consolidate more than one person's claims.

Exception: Intellectual Property

Notwithstanding the arbitration provision, either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property rights, including copyright, trademark, and trade secrets. This exception does not waive the arbitration requirement for damages claims related to intellectual property.

Federal Copyright Preemption

Claims involving copyright are governed by federal law under 17 U.S.C. et seq. and shall be brought in federal court. To the extent any state law claims are preempted by federal copyright law, federal law controls. The arbitration provision applies to all non-copyright claims, and to copyright claims seeking damages but not injunctive relief.

15. Governing Law

These Terms and any Engagement are governed by the laws of the State of Arizona, without regard to conflict of law principles, except where preempted by federal law, including federal copyright law. The exclusive venue for any non-arbitrated proceeding shall be the state or federal courts located in Maricopa County, Arizona.

16. Intellectual Property and Copyright

All Avondale.AI Software, methodologies, processes, templates, configurations, documentation, and other materials are the proprietary property of Avondale.AI and are protected by United States copyright law, trade secret law, and other applicable intellectual property laws. The Client acknowledges that Avondale.AI's methods, processes, and techniques constitute trade secrets and confidential information.

Federal copyright law (17 U.S.C. et seq.) governs all Software and Deliverables. Unauthorized copying, distribution, or use of Avondale.AI Software or Deliverables constitutes copyright infringement and may subject the infringer to civil and criminal penalties, including statutory damages and attorneys' fees under 17 U.S.C. Sections 504 and 505.

17. Confidentiality

Both parties agree to maintain the confidentiality of each other's confidential information. Avondale.AI's confidential information includes Software, methodologies, pricing, AI configurations, and proprietary processes. The Client's confidential information includes Client Data, business information, and any materials provided for analysis. Each party shall use the other's confidential information solely for the purpose of the Engagement and shall not disclose it to third parties without written consent, except as required by law. These confidentiality obligations survive termination of the Engagement and continue for a period of five (5) years after termination; provided that trade secrets, as defined under Arizona Revised Statutes Section 44-403, shall remain confidential indefinitely for as long as they qualify as trade secrets under applicable law.

18. Changes to These Terms

Avondale.AI may update these Terms from time to time. The effective date at the top of this page indicates when the current version was posted. Changes apply to new Engagements entered into after the effective date. Engagements already in progress are governed by the Terms in effect at the time the Engagement was initiated, unless the Engagement expressly provides otherwise.

19. Miscellaneous

1. Entire Agreement: These Terms, together with any Engagement, constitute the entire agreement between the parties regarding the subject matter.
2. Severability: If any provision is found unenforceable, the remaining provisions remain in full force.
3. No Waiver: Failure to enforce any provision does not constitute a waiver of the right to enforce it later.
4. Assignment: The Client may not assign these Terms or any Engagement without Avondale.AI's written consent. Avondale.AI may assign these Terms to a successor in connection with a merger, acquisition, or sale of assets.
5. Notices: Legal notices to Avondale.AI shall be sent by certified mail to the address on file. The Client is responsible for maintaining current contact information.
6. Force Majeure: Neither party is liable for delays or failures due to causes beyond reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, or internet or infrastructure failures. Force majeure additionally includes: unavailability of AI models or model providers, deprecation or withdrawal of AI models, GPU supply chain disruptions, changes to third-party API terms or availability, and infrastructure failures affecting AI model inference, in each case where such events are beyond the reasonable control of the affected party. The affected party shall give prompt notice and use reasonable efforts to resume performance. If a force majeure event continues for more than sixty (60) days, either party may terminate the Engagement without penalty.
7. Relationship: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.
8. Export: Avondale.AI is a United States company. Software and Services are provided for use within the United States only. The Client shall not export, re-export, or transfer Software or Deliverables outside the United States.
9. No Third-Party Beneficiaries: These Terms are for the benefit of the parties only. No third party has any rights under these Terms.
10. Survival: Provisions that by their nature should survive termination shall survive, including limitation of liability, indemnification, intellectual property, confidentiality, and arbitration.

Questions about these Terms? Contact Avondale.AI through our contact page. These Terms were last updated on August 9, 2026. Prior versions are available upon request.