Terms of Service

1. Platform licence and acceptable use

Licence. For as long as your subscription is active and your fees are paid, we grant you a non-exclusive, non-transferable, worldwide right to access and use the platform for your own internal business purposes, for the number of users your plan covers.

Your users. You may invite your employees and contractors. You are responsible for what they do on the platform, for keeping credentials secure, and for removing access promptly when someone leaves. Accounts are for named individuals and must not be shared.

Acceptable use. You agree not to:

• resell, sublicense, or provide the platform as a service to a third party, except to your own end customers as part of your own services
• reverse engineer, decompile, or attempt to derive source code, except to the extent applicable law expressly permits despite this restriction
• copy or imitate the platform to build a competing product
• probe, scan, or test the security of the platform without our prior written consent, or attempt to access another customer's data
• upload malware, or content that is unlawful, infringing, or harassing
• use the platform to send unsolicited bulk email in breach of applicable anti-spam law, or to contact people who have opted out
• place excessive automated load on the platform, or circumvent usage limits

Data you must not upload. The platform is for business-to-business customer success records. You agree not to upload payment card numbers, government identifiers, health information, or other special category data. If you do, you do so at your own risk and remain responsible for it.

Enforcement. If your use threatens the security, availability, or integrity of the platform, or breaches this section, we may suspend the affected access. We will tell you why, and restore access once the issue is resolved. We will give notice first wherever it is safe to do so.

2. Customer data ownership

Your data stays yours. You own all data you load into or generate on the platform, including records you import, correspondence you bring in, and outputs generated for you. We claim no ownership over it.

What we may do with it. You grant us only the rights we need to run the service for you: to host, process, transmit, display and back up your data, to provide support when you ask, and to do what you instruct through the product. Nothing more.

What we will not do. We will not sell your data, share it with advertisers, or use it to train AI models for anyone else's benefit. Where we use AI to provide the service, our model provider is contracted so that your content is not used to train their models.

Aggregated statistics. We may compile anonymised, aggregated statistics about platform usage — for example, how often a feature is used across all customers — to operate and improve the service. These never identify you, your customers, or any individual, and we will not publish anything from which you could reasonably be identified.

Data protection. Where we process personal data on your behalf, we act as processor and you as controller. Our Data Processing Addendum sets out those terms and is incorporated by reference; it is available at clynto.ai/dpa or on request.

3. Service levels and support

Availability. We aim for 99.5% monthly uptime, excluding scheduled maintenance and events outside our reasonable control.

Maintenance. We will give at least 48 hours' notice of planned maintenance likely to cause downtime, and will schedule it outside business hours where we can. Emergency maintenance may happen without notice; we will tell you as soon as practicable.

Support. Support is available by email at support@clynto.ai during business hours, Monday to Friday. Our target response times:

These are response targets, not resolution guarantees.

Changes to the platform. We improve the platform continuously. We will not materially reduce core functionality you are paying for during a paid term without giving you notice and, if the change materially harms you, the option to terminate and receive a pro-rata refund.

4. Fees and trial terms

Trial. If we offer you a free or trial plan, it runs for the stated period. Trials are provided as is, without warranty or service level, and we may change or withdraw them. We may delete trial data a reasonable period after the trial ends if you do not convert — tell us before then if you need an export.

Fees. You pay the fees on your order or plan. Unless stated otherwise, fees are exclusive of VAT, GST, sales and similar taxes, which you are responsible for, and are payable in advance.

Invoicing and late payment. Invoices are due within 30 days. We may charge interest on overdue amounts at 1.5% per month, and may suspend access after giving you at least 14 days' written notice and a chance to pay.

Changes to pricing. We may change fees at renewal, with at least 60 days' notice before your renewal date. Your fees will not change mid-term.

Refunds. Fees are non-refundable except where these terms expressly say otherwise, or where the law requires a refund.

5. Confidentiality

Each of us may receive information from the other that is confidential. That includes your data, our non-public technical and commercial information, and the terms of any order.

The receiving party will use the other's confidential information only to perform under these terms, protect it with at least reasonable care, and not disclose it except to employees, contractors and advisers who need it and are bound by confidentiality obligations at least as protective.

These obligations do not apply to information that is or becomes public without breach, was already known without a duty of confidence, is independently developed, or is lawfully received from a third party. If disclosure is legally compelled, the receiving party will give prompt notice where lawful, so the other can seek protection.

These obligations continue for 5 years after termination, and for trade secrets for as long as they remain trade secrets.

6. Intellectual property

Ours. We own the platform and everything in it — software, interfaces, documentation, branding and any improvements — together with all intellectual property rights in them. These terms grant you a right to use the platform, not any ownership of it.

Yours. You own your data and your trademarks. Nothing here transfers them.

Feedback. If you send us suggestions, we may use them without restriction or obligation. Feedback is given voluntarily, and we will not treat it as your confidential information unless you tell us it is before you send it.

Publicity. We will not use your name or logo as a customer reference without your prior written consent.

Third-party components. The platform includes third-party and open-source components, licensed under their own terms. A list is available on request.

7. Warranties and disclaimers

We warrant that the platform will perform materially as described in our current documentation, and that we will provide it with reasonable skill and care.

AI output. The platform uses AI to generate summaries, drafts and suggestions. AI output can be wrong, incomplete, or misleading. You must review AI output before relying on it or sending it to anyone, and you remain responsible for any action you take. We do not warrant that AI output is accurate, complete or fit for a particular purpose. Automated actions are disabled by default; if you enable them, you accept responsibility for what they do on your behalf.

Except as expressly stated, and to the extent the law allows, the platform is provided as is and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the platform will be uninterrupted or error-free.

8. Limitation of liability

Nothing excluded that cannot be. Neither of us limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

No indirect loss. Neither party is liable for indirect or consequential loss, or for loss of profits, revenue, anticipated savings, goodwill, or business opportunity, however caused, even if advised of the possibility.

Cap. Each party's total aggregate liability arising out of these terms is limited to the fees paid or payable by you in the 12 months before the event giving rise to the claim.

Carve-outs. The cap does not apply to your obligation to pay fees, to either party's breach of confidentiality, or to your indemnity obligations below.

Your data is your responsibility too. We take backups as part of running the service, but they are for our operational recovery, not a substitute for your own records. Export what you need to keep.

9. Indemnities

We will defend you against a third-party claim that the platform infringes their intellectual property rights, and pay damages finally awarded, provided you notify us promptly, let us control the defence, and cooperate. If the platform becomes subject to such a claim, we may procure the right to continue, modify it, or terminate and refund fees for the unused term. This does not apply to claims arising from your data, your modifications, or use in breach of these terms.

You will defend us against a third-party claim arising from your data or your use of the platform in breach of these terms, on the same conditions.

10. Termination and data return

By you. You may terminate at the end of your current term by giving at least 30 days' notice.

By either of us, for cause. Either may terminate if the other materially breaches and does not fix it within 30 days of written notice, or becomes insolvent.

What happens on termination.

1. Your right to use the platform ends.
2. For 30 days after termination, you may export your data through the platform's export functions. Ask us if you need help within that window.
3. After the export window, we permanently delete your data from production systems. Backups age out on their normal rotation.
4. Fees accrued before termination remain payable. If we terminate for your uncured breach, no refund is due. If you terminate for our uncured breach, we refund fees for the unused portion of the term.

Surviving clauses. Customer data ownership, confidentiality, intellectual property, disclaimers, limitation of liability, indemnities, and governing law survive termination.

11. Changes to these terms

We may update these terms. For material changes we will give at least 30 days' notice by email or in the product. If a material change disadvantages you and you object, you may terminate before it takes effect and receive a pro-rata refund for the unused term. Continuing to use the platform after that means you accept the change.

12. General

Governing law. These terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law rules. The courts of the State of Delaware, USA have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it takes reasonable steps to mitigate.

Assignment. Neither may assign these terms without the other's consent, except to a successor in a merger or sale of substantially all assets, on notice.

Entire agreement. These terms, any order, and the Data Processing Addendum are the entire agreement between us on this subject, and replace any earlier discussion. Terms on your purchase order do not apply unless we sign them.

Severability and waiver. If a provision is unenforceable, the rest stands. A failure to enforce is not a waiver.

Notices. Legal notices to us: 8 The Green STE B, Dover, DE 19901. To you: the email address on your account. Keep it current.

Contact. support@clynto.ai · Clynto AI INC, 8 The Green STE B, Dover, DE 19901