Terms and Conditions

Welcome to LaCleo. The following terms and conditions (these “Terms of Use”), govern your access to and use of the LaCleo website, including any content, functionality, and services offered on or through https://www.lacleo.ai (the “Website”), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

1. User Representation

By using the Website, you represent and warrant that: (a) all registration information you submit will be true, accurate, current, and complete; (b) you will maintain the accuracy of such information and promptly update such registration information as necessary; (c) you have the legal capacity and you agree to comply with these Terms of Use; (d) you are not under the age of 13; (e) you will not access the Website through automated or non-human means, whether through a bot, script, or otherwise; (f) you will not use the Website for any illegal or unauthorized purpose; and (g) your use of the Website will not violate any applicable law or regulation.

2. User Account

You may be required to register with the Website to access some services or areas of the Website. If you register, you will provide truthful information as requested in the registration form. You also will choose a password and a user name. You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur using your password or account. Please notify us immediately of any unauthorized use of your password or account or any other breach of security.

3. Intellectual Property Rights

The Website and its original content, features, and functionality are and will remain the exclusive property of LaCleo and its licensors. The Website is protected by copyright, trade secrets, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of LaCleo.

4. User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

5. Prohibited Activities

You may not access or use the Website for any purpose other than that for which we make the Website available. The Website may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Website, you agree not to:

• Systematically retrieve data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Make any unauthorized use of the Website, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use a buying agent or purchasing agent to make purchases on the Website.
• Use the Website to advertise or offer to sell goods and services.
• Circumvent, disable, or otherwise interfere with security-related features of the Website, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Website and/or the Content contained therein.
• Engage in unauthorized framing of or linking to the Website.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Interfere with, disrupt, or create an undue burden on the Website or the networks or services connected to the Website.
• Attempt to impersonate another user or person or use the username of another user.
• Sell or otherwise transfer your profile.
• Use any information obtained from the Website in order to harass, abuse, or harm another person.
• Use the Website as part of any effort to compete with us or otherwise use the Website and/or the Content for any revenue-generating endeavor or commercial enterprise.

6. Modification and Interruption

We reserve the right to change, modify, or remove the contents of the Website at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Website.

We cannot guarantee the Website will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Website, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Website at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Website during any downtime or discontinuance of the Website. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Website or to supply any corrections, updates, or releases in connection therewith.

7. Governing Law

These Terms shall be governed by and defined following the laws of California, United States of America. LaCleo and yourself irrevocably consent that the courts of California, United States of America shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

8. Corrections

There may be information on the Website that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Website at any time, without prior notice.

9. Disclaimer

The Website is provided on an as-is and as-available basis. You agree that your use of the Website and our services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the Website and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the Website’s content or the content of any websites linked to the Website and we will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Website, (3) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the Website, (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Website by any third party, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Website. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Website, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

10. Limitations of Liability

In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the Website, even if we have been advised of the possibility of such damages.

11. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Website; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Website with whom you connected via the Website. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

12. User Data

We will maintain certain data that you transmit to the Website for the purpose of managing the performance of the Website, as well as data relating to your use of the Website. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Website. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

13. Plan & Payment Terms

13.1. Subscription Plan

The prices, features, and options of the LaCleo Digital Services depend on the Subscription Plan selected as well as any changes instigated by Customer (“Subscription Plan”). LaCleo Digital does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features, usage limits and options in a particular Subscription Plan without prior notice. Customer shall not, and shall not permit others, to use the LaCleo Digital Services or allow access to them in a manner that circumvents contractual usage restrictions or matrices set forth in these Terms, applicable Subscription Plan.

13.2. Payment Terms

(a) Customer hereby authorizes LaCleo Digital (or its agent) to charge its payment method on a recurring basis as per Subscription Plan (“Authorization”) for: (a) the applicable Subscription Plan charges; (b) any and all applicable taxes; and (c) any other charges incurred in connection with Customer’s use of the LaCleo Digital Services. (b) LaCleo Digital will provide billing and usage information in a format determined by LaCleo Digital. LaCleo Digital reserves the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. Customer agrees to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If Customer does not bring such problems/discrepancies to our attention within thirty (30) days, it agrees to waive its right to dispute such problems or discrepancies. (c) All fees and payments made by Customer to LaCleo Digital are non-refundable. Customer is required to pay any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of LaCleo Digital. Customer hereby confirms that LaCleo Digital can rely on the name and address set forth in its registration for a Subscription Plan as being the place of supply for tax purposes.

14. Term And Termination

14.1. Term

With reference to LaCleo Digital Services, the Term shall begin on the date the Customer accepts it and continues until the Customers Subscription Plan expires or its use of the LaCleo Digital Services ceases (including as a result of termination in accordance with the Terms), whichever is later.

Subscription Plans automatically renew unless otherwise noted. If you purchase a Subscription Plan you agree to pay the then-current applicable fee associated with the Subscription Plan and further agree and acknowledge that it will automatically renew, unless, prior to the end of the current period of effectiveness of the Subscription Plan (“Subscription Term”): (a) you terminate your Account; (b) you set your Account not to auto-renew by logging in to LaCleo Digital Services or by contacting us at [email protected] ; (c) LaCleo Digital declines to renew your Subscription Plan; or (d) these Terms are otherwise properly terminated as expressly permitted herein. The Subscription Plan will automatically renew on a monthly or annual basis, depending upon the Subscription Term (“Renewal Term”).

14.2. Termination by LaCleo Digital

LaCleo Digital may terminate this Agreement or suspend Customer’s account and provision of LaCleo Digital Services, in LaCleo Digital’s sole discretion, by written notice to Customer if: (a) Customer fails to pay any amount owed to LaCleo Digital within the agreed time period; (b) Customer or any Permitted User breaches any provision of this Agreement, the Documentation or violates any published policy applicable to the LaCleo Digital Services; (c) if, in LaCleo Digital’s sole discretion, continued use of the LaCleo Digital Services by the Customer (or its Permitted Users) creates legal risk for LaCleo Digital or presents a threat to the security of the LaCleo Digital Services or LaCleo Digital’s customers.

14.3. Termination for Cause

Either party may terminate these Terms if the other party (a) fails to cure any material breach of the Terms (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days).

14.4. Effect of Termination

Upon any expiration or termination, the rights granted under this Agreement to the Customer shall immediately terminate and the Customer will immediately cease any and all use of and access to the LaCleo Digital Services and delete (or, at LaCleo Digital’s request, return) any and all copies of the Documentation, any LaCleo Digital passwords or access codes and any other LaCleo Digital confidential information in Customer’s possession. Any Fees accrued but not paid by the Customer under this Agreement shall become immediately due and payable upon termination of the Agreement.

14.5. Accrued Rights

Termination of this Agreement for any reason shall not release either Party hereto from any liability which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination nor preclude either Party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement.

15. Warranties And Disclaimers

15.1.) Each Party represents and warrants to the other that: (i) it has all necessary authority and approvals required for it to enter into this Agreement and perform its obligations hereunder; (ii) the execution and performance of this Agreement by it will not violate the terms of any Law or agreement to which it is bound; (iii) it shall at all times comply with all applicable Laws.

15.2.) LaCleo Digital represents and warrants that use and access by the Customer of the LaCleo Digital Services in accordance with the terms of this Agreement shall not infringe the Intellectual Property Rights of a third party. Customer’s sole remedy and LaCleo Digital’s sole liability for a breach of this warranty is to defend and indemnify Customer under Section 9.1 below.

15.3.) LaCleo Digital Services and Documentation are provided “as is” and “as available” without warranty of any kind. Except as expressly set forth in this Agreement. LaCleo Digital makes no representation or warranty of any kind, whether express, implied (either in fact or by operation of law), or statutory, with respect to any matter whatsoever. LaCleo Digital expressly disclaims all implied warranties or conditions of non-infringement, title, quality, accuracy, and fitness for any particular purpose. LaCleo Digital exercises no control over and expressly disclaims any liability arising out of or based upon Customer’s use of the LaCleo Digital Services and any delays, delivery failures, or any other loss or damage resulting from (i) the transfer of data over public communications networks and facilities, including the internet; (ii) any loss of Customer Data or content; or (ii) any delay or delivery failure on the part of any other service provider not contracted by LaCleo Digital. Customer acknowledges that LaCleo Digital cannot guarantee the absolute prevention of cyber-attacks such as hacking, spyware, and viruses.

16. Electronic Communications, Transactions, and Signatures

Visiting the Website, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE WEBSITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

17. Miscellaneous

These Terms of Use and any policies or operating rules posted by us on the Website or in respect to the Service constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Website. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

18. Contact Us

In order to resolve a complaint regarding the Website or to receive further information regarding use of the Website, please contact us at: [email protected]