Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and REGENAI CLEO, a Private Company Limited By Shares registered in the Abu Dhabi Global Market ("ADGM") under registration number 33929 ("Company", "we", "us", or "our"). By accessing or using the CLEO platform and related services, creating an account, or clicking "I Agree" (or similar affirmation), you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.

In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:

2.1 Subject to the Client's compliance with these Terms and timely payment of all applicable Subscription Fees, the Company hereby grants to the Client a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Subscription Term solely for the Client's internal business purposes.

2.2 The Client may permit its Authorised Users to access and use the Service in accordance with these Terms, provided the Client shall be responsible for all acts and omissions of its Authorised Users.

2.3 The Company reserves all rights not expressly granted in these Terms. The Service is licensed, not sold.

3.1 The Client acknowledges that in order for the Company to provide the Service effectively — including but not limited to deploying technical SEO changes, publishing AI-generated content via Quill, implementing structured data, and configuring AI crawler access via GEO — the Client must provide the Company with access to the Client Website through CMS administrator credentials, API keys, SFTP/SSH credentials, DNS management access, or any other access method reasonably required.

3.2 The Client shall provide Client Website Credentials through the secure credential submission mechanism provided within the CLEO platform. The Client shall not transmit credentials via unencrypted email, chat messages, or other insecure channels.

3.3 The Company shall: (a) Use Client Website Credentials solely for the purpose of delivering the Service; (b) Store all Client Website Credentials using industry-standard encryption; (c) Restrict access to authorised Company personnel on a strict need-to-know basis; (d) Not share, disclose, or transfer Client Website Credentials to any third party without prior written consent; (e) Promptly delete or return all Client Website Credentials upon termination or expiry of these Terms; and (f) Notify the Client without undue delay of any suspected or actual security breach.

3.7 Upon the Client's request at any time, and automatically upon termination of these Terms, the Company shall: (a) immediately cease all access to the Client Website; (b) securely delete all stored Client Website Credentials within five (5) business days; and (c) provide written confirmation of such deletion.

The Client shall:

5.1 The Client shall pay the Subscription Fees applicable to its chosen Subscription Plan. All Subscription Fees are as displayed on the Company's website at the time of purchase or as otherwise agreed in writing.

5.2 Unless otherwise stated, all Subscription Fees are quoted in United States Dollars (USD) and are exclusive of all applicable taxes, duties, and levies.

5.3 Payment shall be made in advance by the method specified at checkout. By providing a payment method, the Client authorises the Company to charge the applicable Subscription Fees on a recurring basis in accordance with the chosen billing cycle.

5.6 All Subscription Fees are non-refundable except as expressly set forth in these Terms or as required by applicable law.

6.1 The Company may, at its sole discretion, offer free trial periods or promotional pricing. Any such offer will be subject to additional terms communicated at the time of the offer.

6.2 At the expiration of a free trial, the Client's account will automatically convert to a paid Subscription Plan unless the Client cancels before the trial period ends.

7.1 These Terms shall commence on the Effective Date and shall continue for the duration of the applicable Subscription Term, unless terminated earlier in accordance with this clause.

7.2 The Subscription Term shall automatically renew for successive periods equal to the initial Subscription Term unless either party gives written notice of non-renewal at least fourteen (14) days prior to the end of the then-current Subscription Term.

7.3 The Client may cancel its subscription at any time through the account settings on the platform. Cancellation will take effect at the end of the current billing period.

7.6 Upon termination or expiry of these Terms: (a) all rights granted to the Client under these Terms shall immediately cease; (b) the Client shall cease all use of the Service; (c) the Company shall securely delete all stored Client Website Credentials; and (d) the Company shall, upon the Client's written request made within thirty (30) days of termination, make the Client Data available for export.

8.1 The Company and its licensors own and shall retain all Intellectual Property Rights in and to the Service, the Documentation, the CLEO platform technology, and all improvements, modifications, and derivative works thereof.

8.2 The Client and its licensors own and shall retain all Intellectual Property Rights in and to the Client Data and the Client Website.

8.3 The Company may use aggregated, anonymised, and de-identified data derived from the Client's use of the Service for analytics, benchmarking, product development, and improvement purposes.

8.4 Any content created by the Company's Quill module and deployed to the Client Website shall become the Client's property upon deployment.

9.1 The Service may integrate with or require access to third-party platforms, services, and APIs, including but not limited to WordPress, Google Search Console, Google Analytics, hosting providers, domain registrars, and AI crawlers.

9.2 The Client acknowledges that: (a) Third-Party Services are governed by their own terms of service and privacy policies; (b) The Company is not responsible for the availability, performance, accuracy, or security of any Third-Party Services; (c) Changes to Third-Party Services may affect the functionality of the Service; and (d) The Client is responsible for obtaining and maintaining any necessary licences or permissions.

10.1 Each party shall comply with all applicable data protection and privacy laws and regulations in connection with its performance of these Terms, including but not limited to the ADGM Data Protection Regulations 2021 and the EU General Data Protection Regulation (GDPR) where applicable.

10.2 The Company shall process personal data in accordance with its Privacy Policy.

10.4 The Company shall implement and maintain appropriate technical and organisational security measures to protect Client Data and Client Website Credentials against unauthorised access, loss, destruction, or alteration.

11.1 Each party agrees that it shall hold the Confidential Information of the other party in strict confidence and shall not disclose such Confidential Information to any third party without prior written consent, except: (a) to employees who need to know such information and are bound by confidentiality obligations; or (b) as required by law.

11.2 Without limiting the foregoing, Client Website Credentials shall at all times be treated as Confidential Information of the highest sensitivity.

11.4 The obligations of confidentiality shall survive termination or expiry of these Terms for a period of three (3) years.

12.1 Each party warrants that it has the legal power and authority to enter into these Terms.

12.2 The Company warrants that: (a) it will provide the Service using reasonable care and skill; and (b) the Service will perform materially in accordance with the Documentation.

12.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS CLAUSE 12, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". THE COMPANY MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13.1 Nothing in these Terms shall exclude or limit either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability which cannot be excluded or limited by applicable law.

13.3 Subject to Clause 13.1, the Company's total aggregate liability under or in connection with these Terms shall not exceed the total Subscription Fees actually paid by the Client to the Company during the twelve (12) month period immediately preceding the event giving rise to the liability.

14.1 The Client shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or in connection with: (a) The Client's breach of these Terms; (b) The Client's use of the Service in violation of applicable law; (c) Any Client Data or content that infringes third party rights; (d) The Client's failure to maintain adequate backups; or (e) Any disputes between the Client and its own customers.

14.2 The Company shall indemnify, defend, and hold harmless the Client from and against any claims that the Service infringes any third party's Intellectual Property Rights, provided the Client promptly notifies the Company of such claim.

15.1 The Company shall use commercially reasonable efforts to maintain the availability of the Service with a target uptime of 99.5% measured on a monthly basis, excluding scheduled maintenance.

15.2 The Company shall provide technical support via email and in-app messaging during standard business hours (Sunday to Thursday, 9:00 AM to 6:00 PM GST).

16.2 The Company may amend these Terms from time to time by posting the updated version on its website. The Company shall provide at least thirty (30) days' notice of any material changes via email or in-app notification. Continued use of the Service after the effective date constitutes acceptance.

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond the affected party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions, power outages, internet or telecommunications failures, or cyberattacks.

The Client agrees not to use the Service to:

19.1 Each party shall comply with all applicable anti-bribery and anti-corruption laws and regulations, including but not limited to the ADGM regulations on anti-money laundering and countering the financing of terrorism.

19.2 Neither party shall, directly or indirectly, offer, give, request, or accept any bribe, kickback, or other improper payment or advantage in connection with these Terms.

20.1 The parties shall use good faith efforts to resolve any dispute through amicable negotiation within thirty (30) days of written notice.

20.2 If the dispute cannot be resolved through negotiation, it shall be referred to and finally resolved by arbitration administered by the ADGM Arbitration Centre. The seat of arbitration shall be Abu Dhabi, United Arab Emirates. The arbitration shall be conducted in English.

21.1 These Terms shall be governed by and construed in accordance with the laws of the Abu Dhabi Global Market (ADGM), applying the common law principles recognised in ADGM.

21.2 Subject to Clause 20, the courts of the ADGM shall have exclusive jurisdiction to settle any dispute.

22.1 Entire Agreement. These Terms constitute the entire agreement between the parties.

22.2 Severability. If any provision is held invalid, the remaining provisions shall continue in full force.

22.3 Waiver. No failure or delay in exercising any right shall constitute a waiver.

22.4 Assignment. The Client may not assign rights without the Company's prior written consent.

22.5 Notices. All notices shall be in writing and delivered by email to legal@regenai.com.

22.7 Survival. Provisions that by their nature should survive termination shall so survive.

23.1 By clicking "I Agree" or accessing the Service, the Client acknowledges and agrees that: (a) These Terms constitute a binding legal agreement; (b) The electronic acceptance constitutes the Client's signature; (c) The Client has had the opportunity to review these Terms in full; and (d) The Client consents to the formation of this agreement by electronic means.