Terms of Service

Last updated: 06/17/2025

Introduction

Welcome to the services provided by Avonni Labs Inc. Our offerings, specifically the Avonni Components Library, are designed to enhance the Salesforce experience by integrating UI components. The Avonni Components Library is a managed package featuring over 70 UI components available on the Salesforce AppExchange. Your use of the Avonni Components Library (referred to as the "Services") constitutes your acceptance of these Terms of Service ("Terms"), including our Privacy Policy. If any aspect of these Terms does not align with your preferences, please refrain from using our Services. Please note that any specific Master Services Agreement (MSA) established with us will supersede any conflicting provisions in these Terms. Additionally, if we agree to a customized or edited version of these Terms specifically between Avonni Labs Inc. and your company, that customized version will prevail over the publicly available Terms.

These Terms incorporate by reference our Terms of Service https://www.avonni.app/terms-of-service, security practices (available at https://docs.avonniflowcomponents.com/miscellaneous/security), and any other documents linked herein, which may be updated in accordance with the "Changes to the Terms" section below.

Definition 

For clarity, the following terms have the meanings set forth below:

  • "Avonni," "We," "Us," or "Our" means Avonni Labs Inc.
  • "Billing Cycle" refers to the annual period commencing on the date you subscribe to the Services.
  • "Material Breach" means a significant violation of these Terms, including but not limited to failure to pay fees, misuse of the Services, or infringement of intellectual property rights.
  • "Services" means the Avonni Components Library and any related support or features provided by Avonni Labs Inc.
  • "Premier Support Plans" refers to optional enhanced support services available for an additional fee, as detailed at https://www.avonni.app/community/success-plans.

"You" or "User" means the individual or entity subscribing to or using the Services

Subscription, Billing, Renewal, and Cancellation 

Our Services are subscription-based with an annual Billing Cycle. Each Billing Cycle starts on the date you subscribe. Your subscription will automatically renew for successive annual Billing Cycles at the then-current fees unless you cancel by emailing sales@avonni.app at least 30 days before the end of the current Billing Cycle. We will send you a reminder notification via email approximately 30 days before renewal, including details on upcoming fees, any changes, and cancellation instructions.

If you add more licenses during a Billing Cycle, they will be active from the invoice date until the end of that Billing Cycle. The invoice will include the added licenses, charged at a prorated amount for the remaining time in the Billing Cycle. The new rate, including all licenses, will apply in the next Billing Cycle upon renewal. Minimum license quantities may apply; contact sales@avonni.app for details.

To cancel your subscription, email sales@avonni.app at least 30 days before the end of your current Billing Cycle. Cancellation does not entitle you to a refund except as specified in the "Non-Refundable Fees" and "Termination" sections below.

Payment Methods and Terms

Payment Methods

  • Credit Card: You may provide credit card details to facilitate purchases. We use third-party services to process these payments. By submitting your details, you authorize us to share this information with such third parties, whose terms will apply in conjunction with these Terms. We are not responsible for errors by these processors, but will use reasonable efforts to rectify them promptly.
  • Wire Transfer: We accept payments via wire transfer. Upon selection, we will send an invoice with bank details to your registered email.

Payment Terms

  • All invoices are due and payable within fifteen (15) days of the invoice date (NET15).
  • Invoices exceeding $10,000 USD must be paid via wire transfer.
  • You are responsible for all taxes (e.g., sales, VAT, or similar), duties, and fees associated with your payment method or the Services, excluding taxes on our net income.
  • We do not accept checks.
  • Overdue payments will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until paid in full, plus any collection costs, including reasonable attorneys' fees.
  • Failure to make timely payments may result in service interruption, suspension, or termination of service.

Billing Issues

If automatic billing fails, we will send an electronic invoice, and you will need to complete payment manually by the specified deadline. Failure to do so may result in Service interruptions

Changes to Subscription Fees

Avonni Labs Inc. reserves the right to change subscription fees at any time. We will provide at least 30 days' advance notice via email. If you do not terminate your subscription before the effective date of the fee change, you will be deemed to have accepted the new fees.

Support

Avonni Labs Inc. is committed to providing support to all subscribers. Upon subscription, you are automatically enrolled in the Standard Success Plan, which includes:

  • Self-Guided Learning Resources: Access to online tutorials, comprehensive documentation, how-to videos, and demonstrations available through our Documentation Hub at https://docs.avonnicomponents.com/ for effective use of Avonni components.
  • Technical Support: Assistance for issues related to the functionality and configuration of Avonni components. Online support requests will be addressed within 24 hours on weekdays (Monday through Friday, 8:00 AM—6:00 PM Eastern Standard Time), excluding holidays.

Support does not include custom development, training, issues caused by your modifications or Salesforce changes, or assistance with broader Salesforce configurations.

For assistance beyond the Standard Success Plan, including flow optimization and advanced configurations, Premier Support Plans are available. These offer professional services, prioritized support, and enhanced resources. For details and fees, refer to https://www.avonni.app/community/success-plans, which requires a separate agreement

User Representations and Responsibilities

You represent and warrant that:

  • You have the authority to enter into these Terms and will comply with all applicable laws, including export controls, anti-bribery laws, and data protection regulations.
  • You will not use the Services for illegal purposes, to infringe third-party rights, or in a manner that could harm Avonni or others.
  • You will use the Services in a responsible and ethical manner.

Intellectual Property

The Services, their features, and functionality are the exclusive property of Avonni Labs Inc. and are protected by Canadian and international laws. Our trademarks and trade dress may not be used without our prior written consent.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the term of your subscription, solely for your internal business purposes and in accordance with these Terms. You may not reverse-engineer, decompile, disassemble, resell, sublicense, or otherwise exploit the Services.

You retain ownership of any content you create using the Services. You grant us a worldwide, royalty-free license to process any data you provide as necessary to deliver the Services, including for support and improvements (in anonymized form).

Confidentiality

Each party ("Recipient") will treat as confidential all non-public information disclosed by the other party ("Discloser") in connection with the Services ("Confidential Information"). The recipient will: 

  • (i) use Confidential Information only to perform its obligations or exercise its rights under these Terms; 
  • (ii) protect it using at least the same care as for its own similar information (but no less than reasonable care); and 
  • (iii) not disclose it except to employees or contractors who need to know and are bound by similar obligations.

Confidential Information excludes information that: 

  • (a) is publicly known without breach; 
  • (b) was known to the Recipient prior to disclosure; 
  • (c) is independently developed; or 
  • (d) is required to be disclosed by law (with notice to Discloser where possible).

Upon termination or request, Recipient will return or destroy Discloser's Confidential Information. This section survives termination for 5 years.

Disclaimer of Warranties & Limitation of Liability

We warrant that:

Nothing in these Terms limits or excludes: 

  • (i) your payment obligations; 
  • (ii) indemnification obligations; or 
  • (iii) liability for fraud, death/personal injury due to negligence, or matters that cannot be limited by law.

Subject to the above, the Services are provided "AS IS" and "AS AVAILABLE." We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

Neither party shall be liable for indirect, consequential, special, or punitive damages, including lost profits or data. Each party's total liability in any Billing Cycle is limited to the fees paid or payable by you in that Billing Cycle.

Force Majeure

Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including war, terrorism, pandemics, cyberattacks, or third-party failures (e.g., Salesforce downtime), excluding payment obligations.

Indemnification

Each party (Indemnifying Party) will indemnify, defend, and hold harmless the other (Indemnified Party) from any losses arising from the Indemnifying Party's breach of these Terms.

Additionally, you will indemnify us from claims arising from: 

  • (i) your misuse of the Services; 
  • (ii) violation of laws or third-party rights; or 
  • (iii) infringement via your content or data.

Indemnified Party will provide prompt notice and reasonable cooperation; Indemnifying Party controls the defense but may not settle without consent if it admits liability or imposes obligations on Indemnified Party.

Changes to the Terms

We reserve the right to modify these Terms at our discretion. For material changes, we will provide at least 30 days' notice via email. Continued use after changes implies acceptance.

Governing Law and Dispute Resolution

These Terms are governed by the laws of Quebec and Canada, without regard to conflicts of laws principles.

Any disputes arising from these Terms will be resolved through binding arbitration in Quebec under the rules of the ADR Institute of Canada, rather than in court. The arbitrator's decision is final and enforceable. You waive any right to class actions or jury trials. Each party pays its own costs, except as awarded by the arbitrator

Entire Agreement

These Terms, the Privacy Policy, and any additional agreements (e.g., MSA or Premier Support Plans) form the complete agreement between you and Avonni Labs Inc., superseding prior understandings.

Termination

Either party may terminate these Terms if the other commits a Material Breach that remains unremedied for 90 days after written notice (or 10 days for payment-related breaches). Examples of our Material Breach include failure to provide the Services as described, breach of confidentiality, infringement of your intellectual property rights, or failure to comply with applicable laws in providing the Services.

Upon termination

  • You must cease using the Services.
  • Outstanding fees are due immediately.
  • Provisions that survive termination include ownership rights, disclaimers, indemnity, liability limits, confidentiality, payment obligations, and the governing.

Non-Refundable Fees

Fees are non-refundable except as follows:

  • If you terminate due to our uncured Material Breach (after reasonable notice and opportunity to cure), you receive a prorated refund for the unused term.
  • If we terminate other than for your Material Breach, you receive a prorated refund for the unused term.

What Happens to Your Avonni Services When the Agreement Ends

  • Avonni Components: Your Salesforce data remains safe under Salesforce policies, as we do not store it.
  • Post-Termination Access: You will be downgraded to our freemium plan. Additional users lose access.
  • Backups: Follow Salesforce best practices for data backups, as Avonni-specific data is not separately stored.

Note: Components remain installed but with limited access. You are responsible for reconfiguring your Salesforce org if needed.

Your Responsibilities Upon Cancellation

You are responsible for

  • Managing component usage in your Salesforce environment.
  • Backing up critical Salesforce data per best practices.
  • Transitioning or reconfiguring your Salesforce setup as necessary.

Upon cancellation, you will be responsible for your own Salesforce configuration and data

Waiver and Severability

Failure to enforce any provision is not a waiver. If any provision is invalid, the rest remain in effect

Third-Party Services

The Services may integrate with third parties (e.g., Salesforce). We are not liable for their content, policies, or practices. You assume all risks from such integrations.

Assignment

You may not assign these Terms without our written consent. We may assign freely, such as in a merger or acquisition.

Notices

Notices must be in writing via email (to your registered address or customersupport@avonni.app) or certified mail, effective upon receipt.

Disclaimer

While we strive for excellence, you must use the Services responsibly, in good faith, and in compliance with laws. We make no guarantees beyond those stated in the warranties above. Liability is limited as stated.

Contact Us

For questions, contact customersupport@avonni.app

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