Terms of Service

We are Cloutly LLC (“we,” “us,” “our”). We operate the website https://cloutlyhq.com (the “Site”) and related services that refer or link to these legal terms (collectively, the “Services”).

Cloutly is an AI-powered social media management platform for individual creators, small businesses, and marketing agencies. The Service helps users plan, create, schedule, and analyze content across multiple social media platforms, fetches analytics from connected social accounts, publishes scheduled content, and generates AI-powered content ideas, scripts, captions, and insights tailored to each user's brand voice.

These Terms of Service (the “Terms”) form a legally binding agreement between you (whether personally or on behalf of an entity) and Cloutly LLC. By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not use the Services.

The Services are intended for users 18 years of age or older. Persons under 18 are not permitted to use or register for the Services.

We may modify these Terms at any time. We will notify you of material changes by email from hello@cloutlyhq.com. Your continued use of the Services after a change takes effect constitutes acceptance of the revised Terms.

Contact us at cloutlyhq@gmail.com.

Information provided through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. Users who access the Services from other locations do so on their own initiative and are responsible for compliance with local laws.

The Services are not tailored to comply with industry-specific regulations (HIPAA, FISMA, GLBA, etc.). If your interactions would be subject to such laws, you may not use the Services.

We own or license all intellectual property rights in the Services, including source code, databases, functionality, software, designs, audio, video, text, photographs, graphics (the “Content”), and our trademarks, service marks, and logos (the “Marks”). The Content and Marks are protected by copyright, trademark, and other intellectual property laws.

Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial use or internal business purpose.

You may not copy, modify, distribute, sell, lease, or sublicense any part of the Services, Content, or Marks without our express prior written permission. We reserve all rights not expressly granted.

You retain ownership of content you upload, post, or generate through the Services (“Your Content”), including videos, captions, drafts, and any input you provide to AI features. By submitting Your Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, process, transmit, display, and adapt Your Content solely as necessary to operate and provide the Services to you.

By sending us feedback, suggestions, or ideas about the Services (“Submissions”), you assign to us all intellectual property rights in such Submissions. You agree that we own such Submissions and may use them for any lawful purpose without compensation to you.

You represent that you own or have all necessary rights to Your Content and that Your Content does not infringe any third party's rights or violate any law.

By using the Services, you represent and warrant that:

• All registration information you submit will be true, accurate, current, and complete.
• You will maintain the accuracy of such information and promptly update it as needed.
• You have the legal capacity and agree to comply with these Terms.
• You are not under 18 years old.
• You will not access the Services through automated or non-human means (bots, scripts, etc.).
• You will not use the Services for any illegal or unauthorized purpose.
• Your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse all current or future use of the Services.

You may be required to register to use the Services. You agree to keep your password confidential and are responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username we determine, in our sole discretion, to be inappropriate, obscene, or otherwise objectionable.

Your subscription continues and automatically renews until cancelled. You authorize us to charge your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you cancel the applicable subscription. The length of your billing cycle depends on the plan you choose at signup.

We offer a 7-day free trial to new users. At the end of the free trial period, your account will be charged according to your chosen subscription unless you cancel before the trial ends.

All purchases are non-refundable. You can cancel your subscription at any time by:

• Logging into your account and managing your subscription
• Contacting us at cloutlyhq@gmail.com

Your cancellation takes effect at the end of the current paid term. You retain access to paid features until that date.

If you are unsatisfied with the Services, please email us at cloutlyhq@gmail.com.

We may make changes to the subscription fee from time to time and will communicate any price changes to you in accordance with applicable law.

We accept the following forms of payment:

• Visa
• Mastercard
• American Express
• Discover

You agree to provide current, complete, and accurate purchase and account information for all purchases, and to update payment information as necessary. Sales tax will be added where required. All payments are in US dollars. You authorize us to charge your payment provider for the amounts due.

We reserve the right to refuse any order and may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. Pricing errors may be corrected even if payment was already received.

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services 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 Services, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services.
• Disparage, tarnish, or otherwise harm us and/or the Services.
• Use any information obtained from the Services to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Use the Services to advertise or offer to sell goods and services to other Cloutly users.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other material that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Engage in automated use of the system (using scripts, data mining, or any data gathering tool).
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person, or use the username of another user.
• Sell or otherwise transfer your profile to another party.
• Use any information obtained from the Services to harass, abuse, or harm another person, or to contact, advertise to, solicit, or sell to any user.
• Use the Services as part of any effort to compete with us, or otherwise use the Services for any revenue-generating endeavor or commercial enterprise not authorized by us.
• Use the Services to advertise or offer to sell goods and services outside the intended use of the Services.
• Decipher, decompile, disassemble, or reverse engineer any software comprising or making up part of the Services.
• Bypass any measures of the Services designed to prevent or restrict access to the Services or any portion of the Services.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.

The Services may contain links to other websites (“Third-Party Websites”) as well as content or applications from third parties (“Third-Party Content”) that are not owned or controlled by us. We are not responsible for any Third-Party Websites or Third-Party Content. Inclusion of any link to or use of a Third-Party Website or Third-Party Content does not imply our endorsement.

If you access a Third-Party Website from the Services or use a third-party application, you do so at your own risk, and you acknowledge that these Terms no longer govern.

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms; (3) refuse, restrict access to, limit the availability of, or disable any of your Contributions; (4) remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

We care about data privacy and security. Please review our Privacy Policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms. Please be advised that the Services are hosted in the United States. If you access the Services from any other region with laws governing personal data collection, use, or disclosure that differ from applicable laws in the United States, you are transferring your data to the United States and consent to having your data processed there.

We respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), 17 U.S.C. § 512, we will respond expeditiously to claims of copyright infringement committed using the Services that are reported to our Designated Copyright Agent.

If you are a copyright owner (or authorized to act on behalf of one), please report alleged copyright infringement by sending a written Notification of Claimed Infringement (a “Notice”) that includes all of the following:

• A physical or electronic signature of the copyright owner or a person authorized to act on the owner's behalf.
• Identification of the copyrighted work claimed to have been infringed (or, if multiple works at a single online site are covered by a single Notice, a representative list of the works at that site).
• Identification of the material claimed to be infringing or the subject of infringing activity, with information reasonably sufficient to allow us to locate it (for example, the URL of the specific post or upload).
• Information reasonably sufficient to permit us to contact you, including your name, address, telephone number, and email address.
• A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement, made under penalty of perjury, that the information in the Notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.

Send Notices to our Designated Copyright Agent by email, or by mail or phone using the formal contact details below. This designation is on file with the U.S. Copyright Office under registration number DMCA-1073317 and is independently searchable at copyright.gov.

Material misrepresentations in a DMCA Notice may subject you to liability for damages, costs, and attorneys' fees under 17 U.S.C. § 512(f). If you are not certain that material located on or accessible through the Services infringes your copyright, you should consult an attorney before submitting a Notice.

If you believe that content of yours was removed (or access to it was disabled) by mistake or misidentification, you may submit a written Counter-Notification to our Designated Copyright Agent containing all of the following:

• Your physical or electronic signature.
• Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or disabled.
• A statement, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification.
• Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal court for the judicial district in which your address is located (or, if your address is outside the United States, for any judicial district in which we may be found), and that you will accept service of process from the person who submitted the original Notice or that person's agent.

If we receive a valid Counter-Notification, we will forward it to the original complainant. We may, at our discretion, restore the removed content in 10 to 14 business days after forwarding the Counter-Notification unless the original complainant files a court action seeking a restraining order against you.

We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the accounts of users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

These Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. We may terminate your use or participation in the Services or delete your account and any content or information that you posted at any time, without warning, in our sole discretion.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action.

We reserve the right to change, modify, or remove the contents of the Services 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 Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services.

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles.

Informal negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding arbitration. If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitration shall take place in California, United States.

Except where otherwise required by applicable AAA rules or applicable law, the arbitration will take place in California. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Restrictions. The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to informal negotiations and arbitration. The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Limitation period. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

There may be information on the Services 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 Services at any time, without prior notice.

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE 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 SERVICES 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 Services' content or the content of any websites or mobile applications linked to the Services 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 Services, (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 Services, (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Services 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 Services.

Cloutly uses data, AI, and best practices to give you the best chance at growing on social media. The most important factor in your success is still you — your effort, consistency, and content quality. Results vary; growth is never guaranteed.

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 SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF (A) THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR (B) ONE THOUSAND U.S. DOLLARS ($1,000). Certain U.S. state laws and international laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights.

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) your Contributions; (2) use of the Services; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. 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 maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. 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 Services. 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.

Visiting the Services, 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 Services, 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 SERVICES.

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

These Terms and any policies or operating rules posted by us on the Services constitute the entire agreement between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms 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 is determined to be unlawful, void, or unenforceable, that provision or part is deemed severable from these Terms 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 or use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You waive any defenses you may have based on the electronic form of these Terms and the lack of signing by the parties to execute these Terms.

For questions or concerns about these Terms, contact us at cloutlyhq@gmail.com or by post:

For questions or concerns about these Terms, contact us by email at cloutlyhq@gmail.com.