Terms of use

Who you are contracting with

GenClara is operated by Digent LLC. In these terms “we”, “us” and “the operator” mean Digent LLC, and “you” means the person or organization using the service. Write to us at support@genclara.com.

The short version

GenClara is a tool that helps compliance officers, attorneys and accountants do their work faster. It is not legal advice, a legal opinion, financial or accounting advice, or a compliance determination, certification, audit or examination, and it creates no attorney-client, accountant-client or fiduciary relationship. We do not guarantee accuracy, completeness, any outcome, or that a regulator will accept what you file. You and your own professionals decide everything and remain responsible for it. Fees are not refundable except where a law that cannot be waived requires a refund.

This software records implementation work you type or POST. It is not a law firm, accountant, or regulator. It is not legal advice, a legal opinion, a filing, an approval, an examination, or a statement that anyone complies with any law. Use is AS IS, without warranty. You are solely responsible for what you write and for any conclusion you draw.

Eligibility — Adults Only (18+)

The Services are offered only to adults. You must be at least 18 years old to use them. Minors are not permitted to use the Services.

By accessing, registering for, purchasing, or using the Services, you represent and warrant that you are at least 18 years of age — or the age of majority in your jurisdiction, if that age is higher — and that you are able to form a legally binding contract.

The Services are not directed to, designed for, advertised to, or marketed to children or to anyone under 18. We do not knowingly allow any person under 18 to create an account, make a purchase, submit information, or otherwise use the Services, with or without the consent or supervision of a parent, guardian, teacher, employer, or any other adult. Nothing in these Terms permits any adult to authorize a minor to use the Services under the adult's account or on the adult's behalf.

We do not knowingly collect personal information from anyone under 18. If we learn that a user is under 18, we will terminate that access and delete the associated personal information. If you believe a person under 18 has used the Services, contact us and we will act promptly.

Agreement

By using this software you agree to these terms and to what this does not do. If you do not agree, do not use it. If you use it for an organization, you represent that you have authority to bind it.

What this is

GenClara records implementation work you assert against pinned statutory excerpts. It does not practice law, file with any regulator, or examine reserves, and it creates no attorney-client, accountant-client, or fiduciary relationship. Its selected-provision maps are incomplete on purpose.

What you enter

Everything you type or POST is your assertion. Hashes bind what this software stored, not that the fact is true in the world. We keep your file as the privacy notice describes, with daily backups held for 14 days. It is still not your record-keeping system, so keep your own copy of anything you file; you can download it at any time. Do not treat anything here as a filing or a market fact.

Accounts and security

You are responsible for everything done under your account and its API keys, and for keeping your password and keys secret. Tell us at once at support@genclara.com if you believe someone else has used them. We may suspend a key or an account we believe is compromised.

Organizations and seats

Your subscription is for one organization of up to 5 people, and no one in it may share a sign-in. Each member is an adult with their own. The person who subscribes pays and is the admin. Admins invite people by email and give each a role: admin, preparer, approver or read-only. They can remove anyone except the person who pays, and when they do, we end that person's sessions and stop every API key they hold at once. Your organization answers for what its members do in its file.

An approval recorded in GenClara shows what one member did in the software, not that they had the authority to do it. It is not a signature on any agency form. It is not a certification under any law. If the paying member deletes their account, we delete the organization and its file for everyone in it.

AI agents acting for you

You may let an AI agent or assistant use your account for you. You are responsible for everything it does through your account, sign-in or connection, including any fees, as if you had done it yourself; it acts as your electronic agent. Connect it through our official integrations or API where we offer them. Any agent that uses the service must identify itself honestly and must not pose as a human, solve or bypass a CAPTCHA, or evade our rate or usage limits. Do not give an agent your password; grant access through our sign-in instead, and you can revoke it at any time. We may limit or block any agent, and fair-use limits apply to agent traffic as they do to yours. An agent may not create an account; only an adult may.

Your data, and ours

Your file is yours. You keep every right in what you enter. You give Digent LLC a limited license to host, copy, process and display it only as needed to run the service for you, to secure it, and to comply with law. That license ends when your data is deleted.

We own the software. Digent LLC owns GenClara, its code, and its statutory indexes and form models. While your account is in good standing you have a personal, non-transferable right to use the software for your own business. You may not copy, resell, reverse engineer, or build a competing product from the software.

Your reports are yours to use. You may keep, copy, use and share the reports, worksheets, workbooks, certificates and other outputs generated from your data, for your business reporting, regulatory submissions and recordkeeping. This right continues after you cancel or delete your account. The limits on copying our software do not limit these uses of your outputs.

Feedback. If you send us suggestions, we may use them freely and without paying you.

Keys

An API key opens your organization's file and acts as the member who created it, with that member's role. Whoever holds the key can do what that member can, so keep it secret and revoke it on the API keys page if it leaks. A key works only while your account has access and you are still a member. It is not a contract, a license grant beyond these terms, or a service-level promise.

Certificates

A Systematic Review Certificate is a process record. It names the source pin and the catalog, and counts the work marked done and the work still open. It is not a legal-compliance certification, legal opinion, regulator determination, or accountant report. Do not show it to anyone as proof that you comply. A signed record proves only that the record was not altered after we signed it.

Acceptable use

You may not use this software to claim that any person is compliant or regulator-approved, or that a bill or proposed rule is law, and you may not use it to execute production freezes or to store privileged or confidential material you are not authorized to store. You are responsible for sanctions, export, and privacy law that apply to your use.

You are the filer

GenClara prepares worksheets. It does not file anything with any regulator, and it cannot. Form PS-01 is submitted by the issuer through BankNet or FDICconnect on the agency's own workbook; Form PS-02 carries a declaration signed by your chief financial officer. You remain the filer of record, you verify every figure against the agency workbook before submission, and you are solely responsible for what you file, when you file it, and what you certify.

A worksheet marked DRAFT with unresolved items is not a completed filing and must not be submitted as one. Deadline reminders and the calendar feed are a convenience. They show the due dates the proposed instructions state. A reminder that is late, missing or turned off does not move your deadline, and neither does a date the final rules change. Digent LLC is not your agent for any regulatory purpose.

Confidential supervisory information

Examination reports, supervisory correspondence, and other confidential supervisory information are the property of the supervising agency, not yours, and the agency restricts who you may show them to. You must not upload, transmit, or enter confidential supervisory information into GenClara unless the agency has authorized that disclosure. If you are unsure whether something is confidential supervisory information, do not enter it.

This is why the evidence register is hash-only by default. It stores a title, a locator you type, and a digest, never the document. Keeping the bytes on your side is the design, not a limitation. You are responsible for what you choose to enter, and you warrant that you have the authority to enter it.

No reliance

Nothing GenClara produces is advice. Before you use an output in a filing, a certification, a disclosure, an accounting judgment, or a legal conclusion, verify its inputs, calculations and mapping yourself against your records and the agency's instructions. You remain responsible for the final submission. GenClara does not guarantee that a regulator will accept anything you file. Every figure it shows is one you supplied or one arithmetically derived from figures you supplied. A control mapped to a statutory section is an editorial index entry, not an interpretation of the law as applied to you. Where the software cannot determine something — an eligibility screen with no recorded maturity, a date with no recorded anchor — it says so and stops, and that refusal is not a finding that the answer is favorable.

If you are a law or accounting firm

You may use GenClara across multiple client matters. You may not present its output as your own professional work product without your own review, and using it creates no attorney-client relationship, no accountant-client relationship, and no privilege between you and Digent LLC. Digent LLC is not a subcontractor to your engagement, does not perform any part of an attestation or examination, and takes no professional responsibility for advice you give your client.

No warranty; limit of liability; indemnity

AS IS. No warranty of any kind, express or implied, including merchantability, fitness for a particular purpose, title, or non-infringement. The catalog is a selected-provision map, not a complete statement of any statute. A hash shows that a stored text or record has not changed since it was hashed; it is not proof that a real-world fact is true. The limitations of liability and indemnity in the Terms apply.

Cap. To the maximum extent permitted by law, the total aggregate liability of Digent LLC for all claims arising out of or relating to the service — in contract, tort, statute, or otherwise — is limited to the fees you actually paid for the service in the twelve months immediately preceding the event giving rise to the claim. This limit applies even if a remedy fails of its essential purpose.

Excluded damages. Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data, or regulatory penalties, however caused.

Indemnity. You will defend and indemnify Digent LLC against third-party claims, including by a regulator, arising from what you enter into GenClara, what you file or certify using it, confidential supervisory information you disclose without authorization, or your breach of these terms.

Severability. If any limitation in this section is held unenforceable, it applies to the fullest extent permitted, and the remainder of these terms stays in force. Nothing here excludes liability that cannot lawfully be excluded.

Subscription, renewal and cancellation

GenClara is one plan, billed monthly in advance, and it renews every month until you cancel. The price is the one shown on the Stripe checkout page before you pay. Stripe processes the payment. We never see your card. Prices do not include taxes, which are added at checkout where the law requires.

You can cancel any time, in a few clicks on the billing page. Cancellation takes effect at the end of the month you have paid for. Until then you keep full access, and you are not charged again. All fees are non-refundable, in whole or in part, including for partial months, unused time, suspension or termination, except where a law that cannot be waived requires a refund.

If a renewal payment fails, Stripe retries the card for a while and you keep access meanwhile. The billing page asks you to update the card. A payment that never goes through ends the subscription. When a subscription ends for any reason, your records stay readable and downloadable, but you cannot add to them until you subscribe again. Deleting the account and everything in it is yours to do, at any time, from the billing page.

Before any price change, account holders get an email at least 30 days before the new price applies to their next renewal, which leaves time to cancel first. GenClara is available by invitation, so you need an invitation code to subscribe.

Your data when you cancel or delete

Cancelling erases nothing, while deleting the account erases your file at once and leaves a backup copy for up to 14 days.

When you cancel, your subscription runs to the end of the month you paid for. After that the file is read-only. Nobody can change it, and everyone in your organization can still read it and download it. We do not erase it on a timer. It stays until your organization's paying admin deletes the account.

An admin can use Download everything on the billing page at any time, including after cancelling. It is one ZIP with all of your data as JSON and CSV, every prepared form, the evidence index, the audit log, and a README explaining each file.

When the paying admin deletes the account, the organization's file, its members' API keys, its billing record and the admin's sign-in are erased at once, for every member. Database backups keep a copy for up to 14 days, and then it is gone. A member who is not the payer and deletes their own account only leaves; the organization and its file stay.

Download everything before you delete. Deletion cannot be undone.

Invitation-only access

While access is by invitation, features can change or be withdrawn without notice, and the service may be less available than it will be once access is open to everyone. Everything in these terms applies to invitation-only access, including complimentary access we grant, the disclaimers and the liability cap.

Third-party services

GenClara runs on services we do not control. Stripe takes payments and sends payment receipts, Amazon Web Services hosts the service, and Cloudflare protects the network. Their own terms govern what they do, and we are not liable for their failures.

Suspension and termination

You may stop at any time by cancelling on the billing page, and delete your account there. We may suspend or end your access, with notice where practical, if you breach these terms, fail to pay, put the service or other customers at risk, or if the law requires it; if we end the service for everyone, we give at least 30 days' notice so you can download your file. The sections on your data and ours, no reliance, warranty, liability, indemnity, and disputes survive the end of your account.

Force majeure

Neither party is liable for a failure caused by events beyond its reasonable control, such as outages at the providers above, natural disasters, war, or acts of government. Your obligation to pay for service already provided is not excused.

Governing law and venue

Digent LLC is a Florida limited liability company. These terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules, and without regard to the United Nations Convention on Contracts for the International Sale of Goods, which does not apply.

For any dispute not resolved under the next section, the exclusive venue is the state and federal courts located in the State of Florida. Each party consents to personal jurisdiction there and waives any objection based on inconvenient forum.

How disputes get resolved

1. Talk first. Before starting any proceeding, the complaining party sends the other a written description of the dispute and the relief it wants, and the parties have thirty days to resolve it informally. Most disputes about a software subscription end here, and this step costs neither side anything.

2. Then arbitration. Any dispute that survives that thirty days is resolved by binding arbitration before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association, seated in the State of Florida, under the Federal Arbitration Act. Judgment on the award may be entered in any court of competent jurisdiction. Arbitration is private, which matters to both of us. A public docket entry about a stablecoin issuer's reserve reporting is a cost neither party wants to bear over a contract disagreement.

3. What is carved out. Either party may go straight to court for temporary or permanent injunctive relief to protect confidential information or intellectual property, and either party may bring an individual claim in small-claims court if it qualifies. Seeking that relief does not waive the rest of this section.

4. Individually, not as a class. Disputes are brought only in an individual capacity. Neither party may bring a class, collective, consolidated or representative action, and the arbitrator may not consolidate claims or preside over any representative proceeding. If this paragraph is held unenforceable, the arbitration section does not apply to that claim and it proceeds in the courts named above.

5. Jury waiver. If any claim does proceed in court, each party knowingly and voluntarily waives its right to a jury trial to the maximum extent the law allows.

Some vendor agreements shorten the time to sue to a year. This one does not, because Fla. Stat. § 95.03 makes such a provision void, and a clause that is void on its face is worse than no clause — it invites a reader to distrust the rest of the document. Florida's statutory limitation periods apply unchanged.

Notices

We send notices to the email address on your account, and they count as delivered when sent. You send notices to support@genclara.com.

Changes

These terms may change as the service changes. For a change that materially reduces your rights, we email account holders at least 30 days before it takes effect; continuing to use the service after that date is acceptance, and you may cancel before it instead.

The rest

You may not assign these terms without our written consent. Digent LLC may assign them to an affiliate or to a successor in a merger, reorganization or sale of the business. Not enforcing a term is not a waiver of it. These terms, together with the privacy notice and what this does not do, are the entire agreement between you and Digent LLC about the service.