Terms of Service

About CerLo

The services provided by FELICIS TECHNOLOGY LTD. and its subsidiaries and affiliates ("CerLo," "we," "our," or "us") comprise a social-media marketing platform (the "Platform") that enables Customers to manage multiple accounts, collect media assets, create and schedule content, publish across channels, and use any other features or tools offered by CerLo from time to time (collectively, the "Services"). A "Customer" is any individual or entity with whom CerLo has a service agreement.

FELICIS TECHNOLOGY LTD. is the contracting entity providing the Services, unless another entity is specified in a separate agreement.

About the Terms

This Terms of Service (this "Agreement") is entered into by and between the Customer and CerLo (each a "Party" and together the "Parties") on either (a) the date the Customer registers for a CerLo account via our website or (b) the Effective Date specified in a separate service agreement. By registering for or using any part of the Platform, the Customer acknowledges that it has read, understands, and agrees to be bound by this Agreement. If the Customer does not agree, it must immediately cease all use of the Services.

Definitions

  1. Account means the Customer's access credentials for the Platform.
  2. Agent means any person (employee, contractor, or representative) authorized by the Customer to use the Services.
  3. Confidential Information means any non-public information disclosed by one Party to the other that is marked confidential or reasonably understood to be confidential.
  4. Customer Data means all data, content, records, and files that the Customer or its Agents provide, upload, or transmit via the Platform, including any associated intellectual-property rights.
  5. Services means the Platform and all related features and tools provided under this Agreement.
  6. User means an individual authorized by the Customer to use the Services under the Customer's Account.

CerLo Platform

Subject to compliance with this Agreement, CerLo will make the Platform available to the Customer and its Users. The Customer is solely responsible for obtaining and maintaining any third-party accounts, approvals, or API keys needed to integrate with supported social-media channels.

Modifications to the Services and Fees

  1. CerLo may change features, functionality, or pricing at any time upon notice (by email or website posting).
  2. New features or tools are subject to this Agreement and may incur additional fees or be governed by supplemental terms.

Trademark License

  1. During the term, the Customer grants CerLo a worldwide, non-exclusive, royalty-free license to use the Customer's trademarks and logos solely to promote the Customer's use of the Platform, in accordance with Customer's branding guidelines.
  2. During the term, CerLo grants the Customer a worldwide, non-exclusive, royalty-free license to use CerLo's trademarks and logos solely to market the Customer's use of the Services, in accordance with CerLo's branding guidelines.

Reservation of Rights

All rights, title, and interest in and to the Platform and any CerLo materials remain with CerLo or its licensors; no ownership is transferred to the Customer except for the licenses expressly granted herein.

CerLo's Right to Use Customer Data

The Customer agrees that CerLo may collect, process, store, and use Customer Data as necessary to provide and improve the Services and as described in CerLo's Privacy Policy. CerLo may also use aggregated or de-identified data for analytics, research, and product development.

Privacy

Customer Data, including Personal Data, will be handled according to CerLo's Privacy Policy at https://cerlo.com/privacy, which is incorporated herein by reference.

Account and Use Restrictions

  1. Account Security. The Customer is responsible for all activities under its Account and must keep its credentials confidential.
  2. Acceptable Use. The Services may be used only in compliance with applicable laws and this Agreement. CerLo may suspend or terminate access for misconduct, including but not limited to:
    • Violations of laws or third-party rights;
    • Introduction of malware or disruptive code;
    • Impersonation, fraud, or defamation;
    • Infringement of intellectual-property rights; or
    • Abuse of AI outputs in violation of Section 10.

Customer's Use of AI Features on the Platform

  1. Generated Content. Inputs and outputs of AI features are Customer Data. The Customer must ensure that generated content does not infringe third-party rights or violate laws.
  2. Usage Limits. Access and usage limits depend on the Customer's subscription plan. Exceeding limits may incur extra charges or reduced service quality.
  3. Usage Restrictions. AI features may not be used to build competing services, mislead recipients about content origin, or violate CerLo's usage policies.
  4. Third-Party Providers. Some AI features may rely on third-party providers; the Customer consents to necessary data sharing.
  5. Disclaimer. AI outputs may be incomplete or inaccurate. The Customer is responsible for reviewing outputs and should not treat them as professional advice.

Fees and Payment

  1. Fees. The Customer will pay all applicable fees as set forth on CerLo's website or in a service agreement.
  2. Payment Terms. Fees are due in advance by credit card or bank transfer on the Effective Date and each renewal anniversary. Late or failed payments may lead to service suspension.
  3. Taxes. All fees exclude taxes, duties, and levies, which the Customer must pay.
  4. Disputes. Any invoice disputes must be submitted in writing within 15 days of receipt.

Confidential Information

  1. Each Party will protect the other's Confidential Information with at least reasonable care.
  2. Confidentiality obligations do not apply to information that (a) becomes public through no fault of the recipient, (b) was rightfully known prior to disclosure, (c) is independently developed, or (d) is legally required to be disclosed.

Termination

Either Party may terminate this Agreement for material breach if the breach remains uncured 30 days after written notice. Upon termination, the Customer must stop using the Services, and CerLo may delete or disable access to Customer Data per the Privacy Policy.

Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. CERLO'S AGGREGATE LIABILITY FOR DIRECT DAMAGES WILL NOT EXCEED THE FEES PAID BY THE CUSTOMER IN THE SIX MONTHS PRIOR TO THE CLAIM.

General Provisions

  1. Notices. Notices sent to either Party will be effective, 1) one day after being sent by courier; 2) two days after being sent by mail with postage prepaid and 3) immediately after being received when delivered in person or by email. Notices must be in writing and sent: (i) if to CerLo, to the address set out in the service agreement or the corresponding address of the relevant CerLo entity as set out on the CerLo Website; and (ii) if to the Customer, to the current postal or email address that CerLo has on file with respect to the Customer. CerLo may change its contact information by posting the new contact information on the CerLo Website or by giving notice thereof to the Customer. The Customer is solely responsible for keeping its contact information on file with CerLo through the CerLo Platform current at all times during the Term.
  2. Assignment. The Customer will not assign this Agreement and/or its subscription to the Services to any third party without CerLo's prior written consent, which consent will not be unreasonably withheld. CerLo may assign this Agreement or any rights under this Agreement to any third party without the Customer's consent in connection with any merger or change of control of CerLo or the sale of all or substantially all of CerLo's assets provided that any such successor agrees to fulfil its obligations pursuant to this Agreement. Any assignment in violation of this Section will be void. The terms of this Agreement will be binding upon permitted assignees. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
  3. Construction. Except as otherwise provided in this Agreement, the Parties rights and remedies under this Agreement are cumulative. The term "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms "consent" or "discretion", when used in respect of CerLo in this Agreement means the right of CerLo to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the Customer.
  4. Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond CerLo's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving CerLo employees), Internet service provider failures or delays, or the unavailability or Modification by third parties of third party websites.
  5. Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement, and all other provisions of this Agreement will remain in full force and effect.
  6. Waiver. Any waiver of any provision of this Agreement must be in writing and signed by the Party waiving its rights. The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver in one instance will not preclude enforcement of such provision on other occasions.