Last Updated on June 10, 2025
This Customer Terms of Service is entered into by and between Cluely, Inc. ("Cluely") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company. Please note that if you sign up for the Services using an email address from your employer or another entity, then (1) you will be deemed to represent such party, (2) your acceptance will bind your employer or that entity to these terms, and (3) the words "Customer", "you" or "your" in this Agreement will refer to your employer or that entity.
This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Cluely pursuant to any Cluely ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered.
The "Effective Date" of this Agreement is the earlier of (a) Customer's initial access to the Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
PLEASE NOTE: IF YOU SUBSCRIBE TO THE SERVICES FOR A SUBSCRIPTION TERM, THEN YOUR SUBSCRIPTION AND THIS AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR SUCCESSIVE BILLING PERIODS AT OUR THEN-CURRENT PRICING FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 8 BELOW.
PLEASE NOTE: THAT SECTION 11.9 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 11.9 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE AND HOW TO OPT OUT.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
Subject to the terms and conditions set forth in this Agreement and the applicable Order Form, Cluely grants to Customer a limited, non-transferable, non-assignable (except as set forth in the Agreement), non-exclusive right to access and use the Services during the Subscription Period for its lawful internal business purposes solely in the form provided by Cluely and as permitted by the functionalities provided by Cluely therein.
Cluely may make Software available as part of the Services. Subject to the terms and conditions set forth in this Agreement and the applicable Order Form, Cluely grants to Customer and its Users a limited non-exclusive, non-transferable, non-sublicensable license to download and install the Software to the extent necessary to use the Services. Software may update automatically. To the extent a component of the Software contains any open source software, the open source license for that software will govern with respect to that component.
All rights and title in and to the Platform, the Services, Software, Usage Data, Aggregate and De-Identified Data, Cluely Materials and Documentation, including all enhancements, derivatives, and improvements to the foregoing and all Intellectual Property Rights inherent therein, belong exclusively to Cluely and its licensors. No rights are granted to Customer other than as expressly set forth in this Agreement. Nothing herein shall be construed as prohibiting Cluely from utilizing the Usage Data for purposes of operating Cluely's business; provided that Cluely will not disclose any Usage Data to any third-party in a manner that could identify Customer or any individual.
The Platform may contain features designed to interoperate with Customer Chosen Third-Party Products. Such Customer Chosen Third-Party Products are not under Cluely's control, and Cluely makes no representations or warranties with respect to, is not responsible or liable for, and does not endorse any Customer Chosen Third-Party Products. Customer and its Authorized Users use all such Customer Chosen Third-Party Products at their own risk and will need to make their own independent judgment regarding any interaction or interoperation between them and the Services. Any acquisition by Customer of Customer Chosen Third-Party Products, and any exchange of Customer Data between Customer and any Customer Chosen Third-Party Product provider, product or service, is solely between Customer and the applicable Customer Chosen Third-Party Product provider. Cluely is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by any Customer Chosen Third-Party Product or its provider. Customer is solely responsible for ensuring that it has all necessary licenses and rights to use the Customer Chosen Third-Party Product for the purposes contemplated herein.
Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer's purchase of additional resources or services. Customer agrees that Cluely, in its sole discretion and for any or no reason, may terminate Customer's access to the Free Services or any part thereof. Customer agrees that any termination of Customer's access to the Free Services may be without prior notice, and Customer agrees that Cluely will not be liable to Customer or any third party for such termination.
NOTWITHSTANDING THE "REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS" SECTION AND "CLUELY INDEMNIFICATION" SECTION BELOW, THE FREE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND CLUELY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE CLUELY'S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $100.00.
Except for the limited rights expressly granted to Cluely hereunder, Customer retains all rights, title and interest in and to all Customer Data, including without limitation all related intellectual property rights inherent therein. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data. Customer shall ensure that it is entitled to transfer the relevant Customer Data to Cluely so that Cluely and its service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer's behalf.
Customer grants Cluely a nonexclusive, worldwide, royalty-free right to reproduce, display, adapt, modify, transmit, distribute and otherwise use the Customer Data (a) to maintain, provide, and improve the Services under this Agreement; (b) to prevent or address technical or security issues and resolve support requests; (c) at Customer's direction or request, including processing initiated by Users through their use of the Platform; and (d) as otherwise required by applicable law. No rights to the Customer Data are granted to Cluely hereunder other than as expressly set forth in this Agreement. For Enterprise Tier Services, Cluely shall not use any Customer Data to train any Cluely or third-party artificial intelligence or machine learning model, except as otherwise set forth in an applicable Order Form. For Free Services and Pro Tier Services, except as otherwise agreed to by Cluely, Customer expressly grants Cluely and its authorized sub-processors permission to use Customer Data to train Cluely's and its authorized sub-processors' artificial intelligence and machine learning models.
Cluely may use Customer Data to create aggregated, de-identified, and/or anonymized data sets in a manner that does not permit identification of Customer, its customers, or its Users (collectively, the "Aggregated De-Identified Data"). Cluely may use Aggregated De-Identified Data for Cluely's lawful business purposes, including to improve, develop, provide, and enhance the Platform and Services and for other development, diagnostic, and corrective purposes in connection with the Platform and Services and any other Cluely offerings.
Cluely shall use commercially reasonable measures to maintain the security and integrity of the Services and the Customer Data and to provide technical and organizational safeguards against accidental, unlawful or unauthorized access to or use of, destruction, transfer, disclosure or alteration of Customer Data.
Customer shall not provide Cluely with any Customer Data that constitutes Restricted Data. Cluely shall have no responsibility or liability for any Restricted Data. When and as required by applicable law from time to time, Customer and Cluely may enter into additional data processing agreement(s), including but not limited to those required under Article 28 of Regulation (EU) 2016/679, with respect to the processing of personally identifiable information contained within Customer Data.
Customer shall not:
Customer shall provide Cluely with complete and accurate account, billing and payment information and keep such information up to date during the Term. Customer agrees not to provide any person or entity with access to the Services using Customer's account credentials or other security information except as permitted under this Agreement and shall prevent Users from sharing their Cluely account access or login information with any other party, including any other Customer employee or third-party contractor. Customer is responsible for maintaining the security and confidentiality of all passwords associated with Customer's account. If Customer becomes aware of any unauthorized or illegal use of Customer's account, Customer shall immediately notify Cluely.
The Services may include certain features, such as chatbot functionality, that use or leverage applications, software, products, or services provided by Cluely or third parties that utilize artificial intelligence related technology, including large language models, algorithms and models, and machine learning related technology (collectively, "AI Features"). Customer agrees that Customer is solely responsible for its use of AI Features. Customer acknowledges and agrees that Customer Data will be transmitted to and processed by such AI Features, that in response the AI Features may generate suggested text, information, analyses, results, content, recommendations, and other materials (collectively, "Output"), and that, given the probabilistic nature of artificial intelligence technology, the Output may be inaccurate or inappropriate in response to the input provided.
Accordingly, all Output is provided "as is" and with "all faults", and Cluely makes no representations, warranties, or covenants of any kind or nature with respect to any of the AI Features or any Output, including with respect to accuracy, completeness, truthfulness, timeliness, or suitability. Customer agrees that all decisions made in reliance on any Output are made at Customer's own risk and that Cluely shall have no responsibility or liability arising therefrom.
Customer shall pay Cluely the applicable Fees for its Service Plan(s) and any undisputed Fees, in accordance with this Section, as set forth in an Order Form or as otherwise set forth on the Pricing Page. Customer agrees and understands that if Customer does not pay Cluely the Fees due for the Services within the agreed time period, Cluely reserves the right to suspend Customer's access and use of the Services until such Fees are paid as provided in Section 5.4. If Customer reasonably and in good faith believes that Cluely has billed Customer incorrectly, and reasonably and in good faith disputes the Fees billed to Customer, then Customer must contact Cluely no later than thirty (30) days after the invoice date on the invoice in which the error or problem appeared, in order to receive an adjustment or credit (if applicable). All Fees are non-refundable and non-creditable, except as expressly set forth in this Agreement.
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Cluely's income.
Unless otherwise provided in an Order Form, Customer shall pay all Fees within thirty (30) days after the date of the invoice therefor. Customer shall make all payments hereunder in U.S. dollars. If Customer is paying Fees using a credit card or any digital payment method supported by Cluely, Customer authorizes Cluely to charge Customer's account for the Services using that payment method. Customer must keep all information in its billing account current to ensure that all Fees are charged to the appropriate account and are timely paid.
If Customer fails to make any payment when due then, in addition to all other remedies that may be available, Cluely may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. If such failure continues for five (5) days following written notice thereof, Cluely may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer by reason of such suspension.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, (A) ALL SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTY WHATSOEVER; (B) CLUELY EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE; AND (C) CLUELY MAKES NO WARRANTY REGARDING NONINTERRUPTION OF USE OR FREEDOM FROM BUGS, AND MAKES NO WARRANTY THAT SERVICES WILL BE ERROR-FREE. FREE SERVICES AND PRO TIER SERVICES ARE PROVIDED "AS IS" AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
Customer may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary in this Agreement or otherwise: (a) Beta Services may not be supported and may be changed or terminated at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security requirements, measures, and auditing as the Services; (d) Beta Services constitute Cluely's Confidential Information; and (e) BETA SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, INDEMNITY OR SUPPORT AND CLUELY'S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS (US $50).
As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in the Order Form hereunder), the Customer Data, the Cluely Materials, the Platform, Services, Documentation, and each party's respective business and marketing plans, technology and technical information, product designs, and business processes.
The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. Either party may disclose Confidential Information to its personnel and agents who are subject to confidentiality obligations at least as restrictive as those of this Agreement. Receiving Party will use at least the same level of care to prevent unauthorized use of the Confidential Information as it uses for its own confidential and proprietary information of like kind, but in no event less than a reasonable standard of care.
The term of this Agreement shall commence on the Effective Date and continue until all Order Forms entered into hereunder have expired or been terminated. Unless otherwise set forth in the applicable Order Form, each Subscription Term will automatically renew, unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the renewal. Unless otherwise provided for in the applicable Order Form, Cluely reserves the right to increase fees for any renewal terms. Customer authorizes Cluely to charge Customer's payment method on file or invoice Customer for each renewal until Customer cancels their subscription.
Either party may terminate this Agreement (i) if the other party materially breaches any terms and conditions of this Agreement and does not cure such breach within thirty (30) days of receiving notice of such breach; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Notwithstanding the foregoing, this Agreement and any Order Form may be immediately terminated by Cluely in the event Customer has breached any obligation set forth in Section 4 and, in Cluely's determination, that breach cannot be adequately cured.
Upon expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer shall terminate immediately. Cluely reserves the right to permanently delete any Customer Data following termination of the Agreement. Upon termination, Cluely shall also promptly delete any Customer Content upon Customer's written request. Any data deleted may remain in immutable electronic backups maintained by Cluely and used purely for backup, disaster recovery and data protection purposes.
Cluely will indemnify and hold Customer harmless from and against any third-party claim against Customer alleging that Customer's use of the Services as permitted hereunder infringe or misappropriate a third party's valid U.S. patent, copyright, trademark or trade secret. Cluely shall, at its expense, defend such claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Cluely for such defense.
Customer will indemnify and hold Cluely harmless from and against any third-party claim against Cluely arising from or related to (i) Customer's breach of Section 4.1 of this Agreement or (ii) any Customer Data or Customer's use of any Output.
EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER'S BREACH OF SECTION 4, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR ANY LOST PROFITS, DATA LOSS, BREACH OF DATA OR SYSTEM SECURITY, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), IN EACH CASE REGARDLESS OF WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CLUELY'S AGGREGATE LIABILITY ARISING OUT OF RELATED TO THIS AGREEMENT EXCEED (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO CLUELY UNDER THE APPLICABLE ORDER FOR IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
Cluely may give general notices related to the Services that are applicable to all customers by email or through the Platform. All other notices required to be sent hereunder will be in writing and will be effective upon (i) personal delivery, or (ii) the second business day after mailing, in each case addressed as follows: if to Cluely at 520 Bryant St, San Francisco, California 94107 to the attention of Legal Department, and, if to Customer, to Customer's address on record in Cluely's account information, or to such other address or individual as the parties may specify from time to time by written notice to the other party.
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including any Order Forms), without the consent of the other party, to (i) an Affiliate; or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Cluely may use third-party subcontractors who are subject to contractual obligations no less protective than those of this Agreement, as applicable. Cluely will remain responsible for their acts, omissions, and any subcontracted obligations.
Cluely may include Customer's name and logo on its website or in other marketing materials or channels solely to reference Customer as Cluely customer, subject to any trademark usage instructions provided to Cluely. All other uses of each other's name and any publicity shall require the prior written approval and consent of the other party.
This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflicts of laws rules.
The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in the State of Delaware. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. The Rules will govern payment of all arbitration fees. For users of Free Services, Cluely may, in its sole discretion, pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars.
You shall have the right to opt out of the provisions of this Section by sending written notice of the decision to opt out to the address listed in Section 11.2 (Notices) postmarked within thirty (30) days of first accepting this Agreement. Customer must include (i) its name and residence address, (ii) the email address and/or telephone number associated with its account, and (iii) a clear statement that it wants to opt out of this arbitration agreement.
THE PARTIES WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties. In the event the arbitration agreement does not apply, and the parties agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in the State of Delaware.
Except for payment obligations, neither party shall be liable for delay or non-performance of its obligations hereunder (or part thereof) if the cause of delay or non-performance is due to a Force Majeure Event. The party affected shall be relieved from its obligations (or part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof). The party affected shall promptly notify the other party and make reasonable efforts to mitigate the effects of the Force Majeure Event.
The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
The Services, Cluely technology and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not, and shall not permit Users to, access or use the Services in violation of any U.S. export law or regulation.
This Agreement, including all exhibits and addenda hereto and all Order Forms and SOWs, sets forth the entire agreement of the parties and supersedes and replaces all prior or contemporaneous writings, negotiations and discussions, whether written or oral, with respect to its subject matter. Neither party has relied upon any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties set forth in this Agreement. Cluely reserves the right to modify the terms and conditions of this Agreement, at its sole discretion, effective upon the commencement of any renewal subscription term. You are responsible for regularly reviewing this Agreement for updates.
CONTINUED USE OF THE SERVICES AFTER ANY SUCH CHANGES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES. If Cluely modifies this Agreement during Customer's subscription term, and Customer objects to the updated agreement, as Customer's exclusive remedy, Customer may choose to terminate this Agreement prior to the next renewal term and cease using the Services. Notwithstanding any language to the contrary therein, no terms or conditions set forth on any Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
If you have any questions about this Agreement, please contact us at: [email protected]