Terms of Service

Who may use the Services

The Services are intended for business use by people who are at least 18 years old and able to form a binding contract. If you use the Services for an organization, you represent that you are authorized to accept these Terms on its behalf.

The Services

Cleo connects to tools you authorize, turns the resulting product signal into improvement recommendations, helps hand work to your coding agents, and measures the impact. We may add, change, or remove features over time. We work to keep the Services available, but we do not guarantee uninterrupted or error-free operation.

Accounts and security

You are responsible for the accuracy of your account information, for keeping your credentials secure, and for all activity under your account. Notify us promptly of any unauthorized use. You are responsible for your team members' use of the Services.

Subscriptions, billing, and renewals

Paid features are offered on a subscription basis. Unless stated otherwise at purchase, a subscription begins when you subscribe and automatically renews at the end of each billing period (for example, monthly or annually, as you select) at the then-current rate, until it is cancelled.

You can cancel at any time, effective at the end of your current billing period. You keep access to paid features until the end of the period you have already paid for. We do not refund partial periods.

We may change our prices or plans. Price changes apply from your next billing period, and we will give you advance notice where required. Fees are exclusive of taxes; you are responsible for any applicable taxes, levies, or duties, other than taxes based on our net income.

Usage-based charges

Some plans or features are billed based on your usage of the Services. You are responsible for paying all usage-based charges you incur, including usage that has accrued but has not yet been billed at the time you cancel or your subscription ends. Cancelling does not remove your obligation to pay for usage already incurred.

Credits

We may offer plan credits, promotional credits, or prepaid usage credits, including credits bundled with certain plans. Unless we state otherwise in writing, credits are non-refundable, have no cash value, cannot be exchanged, redeemed, or converted into money, are not transferable, and may expire. Any unused credits are forfeited when they expire or when your subscription ends.

Refunds and cancellation

Except where a refund is required by applicable law, all fees are non-refundable, including subscription fees already paid and amounts owed for usage. To cancel, use the cancellation option in your account or contact us. Cancellation stops future renewals; it does not refund fees already paid or waive usage charges already incurred.

Payments

When you purchase a paid plan, you agree to pay the applicable fees using the payment method or billing arrangement we agree with you. You authorize us, and any payment provider we may use, to charge the fees you owe, and you agree to keep your billing details accurate and current.

Trials and demos

We may offer demos or trial access. Demos and trials are provided as-is, may be limited or withdrawn at any time, and do not create any obligation to provide paid Services.

Your data and content

You retain all rights to the data, code, and content you connect to or submit through the Services (“Your Data”). You grant us a limited license to host, process, and use Your Data solely to provide, secure, and improve the Services for you, and as described in our Privacy Policy. You are responsible for having the rights and permissions needed to provide Your Data to us, and for complying with the terms of any third-party tools you connect.

Acceptable use

You agree not to: use the Services unlawfully or to infringe the rights of others; attempt to gain unauthorized access to the Services or other accounts; interfere with or disrupt the Services; reverse engineer, resell, or copy the Services except as permitted by law; upload malicious code; or use the Services to build a competing product. We may suspend access for conduct that violates these Terms or threatens the security or integrity of the Services.

Third-party services

The Services integrate with third-party tools and agents that you choose to connect, such as analytics, observability, and coding-agent providers. We are not responsible for third-party services, and your use of them is governed by their own terms. You are responsible for your accounts and any charges with those providers.

Intellectual property

The Services, including all software, models, and content we provide (excluding Your Data), are owned by Axcelner or our licensors and are protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable right to use the Services during your subscription. You may not use our names or logos without our permission. We welcome feedback and may use it without restriction or obligation to you.

Confidentiality

Each party may receive non-public information from the other. The receiving party will protect it with reasonable care and use it only to exercise its rights and meet its obligations under these Terms.

Disclaimers

The Services are provided “as is” and “as available”, without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Cleo's recommendations are decision-support tools; you are responsible for reviewing and approving any change before it ships. We do not warrant that the Services will be uninterrupted, error-free, or that results will meet your expectations.

Limitation of liability

To the maximum extent permitted by law, Axcelner will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill. Our total liability arising out of or relating to the Services or these Terms will not exceed the amount you paid us for the Services in the twelve months before the event giving rise to the claim.

Indemnification

You will defend and indemnify Axcelner against claims, damages, and costs arising from Your Data, your use of the Services in violation of these Terms, or your violation of law or the rights of others.

Term, suspension, and termination

These Terms apply while you use the Services. We may suspend or terminate your access if you breach these Terms, fail to pay, or create risk for the Services or others. You may stop using the Services at any time. On termination, your right to use the Services ends, and sections that by their nature should survive (including payment obligations, disclaimers, limitations of liability, and these miscellaneous terms) will survive. We will make Your Data available for export for a reasonable period after termination, after which we may delete it.

Changes to these Terms

We may update these Terms from time to time. When we do, we will revise the “Last updated” date above, and if the changes are material we will provide additional notice. Your continued use of the Services after an update means you accept the revised Terms.

Governing law and disputes

These Terms are governed by the laws of the jurisdiction in which Axcelner is established, without regard to conflict-of-laws rules. Subject to any mandatory rights you have under your local law, you and Axcelner submit to the exclusive jurisdiction of the competent courts of that jurisdiction for any dispute arising out of or relating to these Terms or the Services.

Miscellaneous

These Terms, together with our Privacy Policy and any order or customer agreement, are the entire agreement between you and Axcelner regarding the Services. If any provision is found unenforceable, the rest remains in effect. We may assign these Terms in connection with a merger, acquisition, or sale of assets; you may not assign them without our consent. Our failure to enforce a provision is not a waiver of it. Neither party is liable for delays or failures caused by events beyond its reasonable control.