Terms of Service

By creating an account or using Cleo (“the Service”), operated by Cleo Technologies Pty Ltd (ABN pending) (“we”, “us”, “Cleo”), you agree to these Terms of Service (“Terms”) and our Privacy Policy, which together form the entire agreement between you and Cleo.

If you are using Cleo on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms, and references to “you” include that organisation.

If you do not agree, please do not use the platform. We know that's a standard legal line, but we mean it: we want informed users, not trapped ones.

Cleo is an AI-powered marketing operating system. It provides marketing strategy, content creation, email marketing, advertising management, e-commerce intelligence, SEO analysis, social media publishing, and unified analytics through a single conversational interface.

Cleo uses artificial intelligence to generate recommendations, content, and analysis. While we strive for accuracy, AI-generated outputs are tools to assist your judgment — they do not constitute professional marketing, legal, financial, or business advice. You are solely responsible for reviewing and verifying all outputs before acting on them.

The Service is provided on an “as available” basis. We continuously improve the platform and may add, modify, or remove features. Core functionality changes will be communicated in advance.

To use Cleo, you must create an account with a valid email address. You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activity that occurs under your account
• Notifying us immediately of any unauthorised access
• Ensuring that team members you invite comply with these Terms

Cleo uses organisation-based access. Each organisation is a separate workspace with its own data, integrations, and billing. You may belong to multiple organisations. The individual who created the organisation is the owner and is responsible for managing access and billing.

You must be at least 18 years of age (or the age of majority in your jurisdiction) to create an account. Accounts registered by automated methods are not permitted.

All business data, documents, brand assets, marketing content, contact lists, and strategic materials you create or import into Cleo (“Your Content”) remain your intellectual property. We do not claim any ownership over Your Content.

You grant Cleo a limited, non-exclusive, royalty-free licence to use Your Content solely to provide and improve the Service: storing it, processing it through AI models, displaying it in the interface, transmitting it to integrations you have connected, and generating analytics. This licence ends when you delete Your Content or close your account.

You represent that you have all necessary rights and permissions to upload and use Your Content on the platform, and that Your Content does not infringe any third party's intellectual property or other rights.

You can export all your data at any time from Settings in JSON or CSV format. We will never hold your data hostage or charge for data export.

Content generated by Cleo's AI — including text, images, video, strategy recommendations, email copy, ad copy, and analytics summaries (“AI Outputs”) — is created for your use. You own the AI Outputs and may use them commercially, subject to the following:

• No guarantee of uniqueness. AI models may generate similar content for different users. We do not guarantee that AI Outputs are unique, original, or free from factual errors.
• Review before publishing. You are solely responsible for reviewing AI Outputs for accuracy, appropriateness, legal compliance, and suitability for your audience before publishing or distributing them. This includes ad claims, email content, social media posts, and strategic recommendations.
• Image and video generation. Visual content generated through Cleo is subject to the terms of the underlying model providers (Google, OpenAI). You may use them commercially per those providers' terms, which are incorporated by reference.
• No professional advice. AI Outputs do not constitute professional marketing, legal, financial, tax, or business advice. Cleo is a tool that assists your decision-making; it does not replace professional judgment or domain expertise.
• Regulatory compliance. You are responsible for ensuring that all published AI Outputs comply with applicable advertising standards, consumer protection laws, anti-spam regulations, and industry-specific requirements in your jurisdiction.

When you connect an e-commerce platform (Shopify, WooCommerce, BigCommerce), Cleo accesses your customer data — including names, email addresses, order history, and purchase amounts — to provide marketing intelligence, customer segmentation, and personalised recommendations.

In this context, you are the data controller and Cleo is the data processor. We process your customers' personal data solely on your instructions and for the purposes of providing the Service. Specifically:

• Purpose limitation. Customer data is used exclusively for marketing intelligence shown to you (segmentation, lifetime value analysis, top buyer identification, re-engagement targeting). It is never used for any other purpose.
• No selling or sharing. We never sell, rent, share, or disclose your customers' personal data to any third party for their own purposes.
• Minimal retention. Customer PII (names, emails) is processed in real-time during your session. Only aggregated, anonymised intelligence snapshots (segment counts, revenue totals) are persisted. Raw customer data is not stored in our database.
• No AI training. Customer data is never used to train AI models, stored in vector embeddings, or included in search indexes.
• No logging of PII. Customer names, email addresses, and personal details are never written to application logs.
• Encryption. All API tokens used to access your store are encrypted at rest (AES-256-GCM). All data transmission uses TLS 1.2+.
• Immediate revocation. When you disconnect your store, our access is revoked immediately. Cached data is deleted within 24 hours.

You are responsible for ensuring that your collection and sharing of customer data with Cleo complies with your own privacy policy and applicable data protection laws (GDPR, CCPA, Australian Privacy Act, etc.). If you use Cleo to process EU residents' data and require a formal Data Processing Agreement, contact legal@cleoos.io.

Cleo provides built-in email marketing tools (campaign creation, template design, contact management, automated sequences). When you send emails through Cleo, you are the sender and are responsible for compliance with all applicable anti-spam and marketing laws, including:

• Australia: Spam Act 2003 — consent required, sender identification, working unsubscribe mechanism
• United States: CAN-SPAM Act — accurate headers, physical postal address, opt-out honoured within 10 business days
• European Union: GDPR + ePrivacy Directive — explicit consent (opt-in) for marketing emails, right to withdraw consent
• Canada: CASL — express or implied consent, identification, unsubscribe mechanism

Cleo automatically includes an unsubscribe link in all marketing emails and honours unsubscribe requests immediately. However, you are responsible for:

• Ensuring you have appropriate consent from recipients before adding them to contact lists
• Not importing purchased, scraped, or non-consented email lists
• Including accurate sender information and a physical postal address
• Reviewing email content for truthfulness and compliance before sending
• Respecting recipients' opt-out and consent preferences

We reserve the right to suspend email sending for accounts with unusually high bounce rates, spam complaints, or evidence of non-consented sending, to protect deliverability for all users.

You agree not to use Cleo to:

• Create or distribute spam, phishing content, or misleading advertising
• Violate any applicable laws, regulations, or third-party rights
• Generate content that is defamatory, hateful, discriminatory, or promotes violence
• Make false or misleading advertising claims about products or services
• Process personal data in ways that violate applicable privacy laws
• Attempt to circumvent usage limits, security measures, or access controls
• Reverse-engineer, decompile, or extract the source code or AI prompts of the platform
• Use automated scripts, bots, or scrapers to access the Service (beyond our provided API)
• Resell, sublicense, or commercially redistribute access to Cleo without our written permission
• Interfere with or disrupt the Service or servers or networks connected to it
• Use the Service to develop a competing product

We reserve the right to suspend accounts that violate these Terms. We will notify you before suspension except in cases of severe abuse, fraud, or legal obligation. Where possible, we will provide a warning and opportunity to remedy the breach.

Cleo connects to third-party services (Shopify, Meta, Google, Slack, CMS platforms, Stripe, etc.) at your direction. These connections are governed by the respective third party's terms of service in addition to ours.

When you connect a third-party service:

• You authorise Cleo to access the data and perform the actions permitted by the scopes you approve
• We request only the minimum permissions necessary for the features you use
• OAuth tokens are encrypted at rest with AES-256-GCM and refreshed automatically
• You can disconnect any integration at any time — disconnecting revokes our access immediately

We are not responsible for the availability, accuracy, or policies of third-party services. If a third party changes their API, revokes access, modifies their terms, or experiences downtime, Cleo's functionality may be temporarily affected. We will notify you of any material disruptions we become aware of.

The Cleo platform — including its software, AI system prompts, algorithms, interface design, documentation, branding, and all related intellectual property — is owned by Cleo Technologies Pty Ltd and protected by copyright, trademark, and other intellectual property laws.

These Terms grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service for your business purposes during the term of your subscription. This licence does not include the right to:

• Copy, modify, or create derivative works of the platform or its components
• Reverse-engineer, decompile, or attempt to extract the source code or AI prompts
• Use Cleo's branding, logos, or trademarks without written permission
• Sublicense, sell, or transfer your access to any third party

If you provide feedback, suggestions, or ideas about the Service, you grant us a non-exclusive, royalty-free, worldwide licence to use that feedback to improve the platform. This does not affect your ownership of Your Content.

Cleo offers free and paid plans. Paid subscriptions are billed monthly or annually through Stripe.

• Billing cycle. Subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date.
• Price changes. We will notify you at least 30 days before any price increase. The new price takes effect at your next renewal. You may cancel before the new price applies.
• Cancellation. You can cancel your subscription at any time from Settings. You retain access until the end of your current billing period. No further charges will apply.
• Refunds. We offer a full refund within the first 14 days of a new paid subscription. After that, no refunds are provided for partial billing periods. If we materially fail to provide the Service, we will provide a pro-rata refund for the unused period.
• Energy credits. Each plan includes a monthly allocation of energy credits that power AI operations. Unused credits do not roll over. We will warn you as you approach limits and never charge overage fees without your explicit consent.
• Taxes. Prices are exclusive of applicable taxes (including GST in Australia). You are responsible for any taxes in your jurisdiction.
• Failed payments. If a payment fails, we will retry and notify you. If payment is not resolved within 14 days, your account may be downgraded to the free plan. Your data will be retained for 90 days before deletion.

We aim for high availability but do not guarantee uninterrupted service. The Service does not include a formal service level agreement (SLA). We are not liable for downtime caused by:

• Third-party service outages (AI providers, hosting, integrations, payment processors)
• Force majeure events (natural disasters, pandemics, government actions, war, terrorism)
• Your internet connection, device, or browser issues
• Scheduled maintenance (communicated at least 24 hours in advance where feasible)
• Emergency security patches or critical fixes

We will make reasonable efforts to minimise downtime and will communicate any significant disruptions through in-app notifications and email.

To the maximum extent permitted by applicable law, we disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

Without limiting the foregoing, we do not warrant that:

• The Service will be uninterrupted, error-free, or secure
• AI-generated content will be accurate, complete, current, or suitable for any particular purpose
• Marketing strategies or recommendations will produce specific business results
• Third-party integrations will function without interruption
• Defects will be corrected within any specific timeframe

Some jurisdictions do not allow the exclusion of implied warranties. In those jurisdictions, the above exclusions apply only to the extent permitted by law. In Australia, our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law.

To the maximum extent permitted by law, Cleo Technologies Pty Ltd's total aggregate liability for any and all claims arising from or related to your use of the Service is limited to the greater of: (a) the total amount you paid us in the 12 months preceding the claim, or (b) AUD $100.

We are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to:

• Lost profits, revenue, or business opportunities
• Lost data or corruption of data
• Business interruption or loss of goodwill
• Cost of procurement of substitute services
• Damages arising from AI-generated content that is published without review
• Losses resulting from third-party integration failures or data inaccuracies
• Losses from email campaigns, advertising, or marketing activities conducted through the Service

This limitation applies to all causes of action in the aggregate, whether in contract, tort (including negligence), strict liability, or otherwise, even if we have been advised of the possibility of such damages.

Some jurisdictions do not allow certain limitations of liability. In those jurisdictions, our liability is limited to the greatest extent permitted by law. Nothing in these Terms excludes liability for fraud, gross negligence, or any liability that cannot be excluded under applicable law (including the Australian Consumer Law).

You agree to indemnify, defend, and hold harmless Cleo Technologies Pty Ltd, its officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• Your use of the Service in violation of these Terms
• Content you create, publish, or distribute through Cleo, including AI-generated content you approve and publish
• Your violation of any applicable law, regulation, or third-party rights
• Advertising or marketing campaigns you run through the platform, including claims of misleading or deceptive conduct
• Email marketing campaigns sent to recipients without appropriate consent
• Your processing of customer data in violation of applicable privacy laws
• Any dispute between you and your customers, vendors, or other third parties

We will promptly notify you of any claim subject to indemnification and provide reasonable cooperation at your expense. You may not settle any claim without our prior written consent if the settlement would impose obligations on us.

Each party may have access to confidential information of the other party in connection with the Service. “Confidential Information” includes business strategies, customer data, pricing, technical information, and any information marked as confidential.

• We will not use Your Confidential Information for any purpose other than providing the Service
• We will protect Your Confidential Information with at least the same degree of care we use for our own
• We will not disclose Your Confidential Information to third parties except as required to provide the Service (e.g., AI model providers for processing), as required by law, or with your consent
• AI model providers (Anthropic, Google, OpenAI) receive your data for processing only and do not retain or use it for training purposes, per their API terms

Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

We believe most disputes can be resolved without litigation. If you have a concern:

• Step 1: Contact us. Email legal@cleoos.io with a detailed description of your concern. We will respond within 14 business days.
• Step 2: Negotiation. If the issue is not resolved, both parties agree to negotiate in good faith for 30 days before initiating formal proceedings.
• Step 3: Mediation. If negotiation fails, the dispute will be submitted to mediation under the rules of the Australian Disputes Centre (ADC) before either party may commence litigation.
• Step 4: Litigation. If mediation fails, disputes will be resolved in the courts of New South Wales, Australia, as set out in the Governing Law section.

Nothing in this section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.

We may update these Terms to reflect changes in the Service, legal requirements, or business practices. We will categorise changes as follows:

• Material changes (affecting your rights, obligations, or liability): communicated via email and in-app notification at least 30 days before they take effect.
• Minor changes (clarifications, formatting, adding new features): communicated via a notice on the Terms page with at least 14 days' notice.

Continued use of Cleo after changes take effect constitutes acceptance of the updated Terms. If you disagree with a material change, you may close your account before it takes effect and receive a pro-rata refund for any unused prepaid subscription period.

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law principles. Any disputes arising from these Terms or your use of Cleo will be subject to the exclusive jurisdiction of the courts of New South Wales, Australia.

If you are a consumer in Australia, nothing in these Terms limits your rights under the Australian Consumer Law, including consumer guarantees that cannot be excluded.

If any provision of these Terms is found to be unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

• Entire agreement. These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Cleo regarding the Service, superseding all prior agreements, communications, and understandings.
• Waiver. Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or our right to enforce it in the future.
• Assignment. You may not assign or transfer your rights under these Terms without our written consent. We may assign our rights and obligations in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided the assignee agrees to honour these Terms.
• Force majeure. Neither party is liable for delays or failures in performance caused by events beyond their reasonable control, including natural disasters, pandemics, government actions, war, terrorism, power failures, internet outages, or third-party service disruptions.
• Notices. We will send notices to the email address associated with your account. You are responsible for keeping your email address current. Notices are deemed received 24 hours after being sent.
• No third-party beneficiaries. These Terms do not create any third-party beneficiary rights.
• Relationship. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Cleo.

For questions about these Terms: