Terms and Conditions

1.1 Definitions

1.2 Acceptance and Binding Agreement

By accessing, downloading, installing, or using the Service, you agree to be legally bound by these Terms and Conditions, our Privacy Policy, and all applicable laws and regulations. If you do not agree with any provision of these Terms, you must immediately discontinue use of the Service. Your continued use constitutes ongoing acceptance of these Terms as they may be modified from time to time.

1.3 Legal Capacity

You represent and warrant that you have the legal capacity to enter into this agreement, are at least 18 years of age, and have the authority to bind any organization on whose behalf you are acting.

2.1 Service Description

CloutPilot provides automation software and tools that allow users to automate interactions with various applications and platforms. The Service operates locally on user devices and may include cloud-based components for enhanced functionality. The Service does not store user credentials for third-party platforms.

2.2 No Platform Affiliation or Endorsement

CloutPilot is not affiliated with, endorsed by, sponsored by, or connected to any third-party platform. We do not have any business relationship, partnership, or endorsement from Instagram, Facebook (Meta), Twitter/X, Reddit, TikTok, LinkedIn, or any other social media or application platform. The Service provides generic automation tools that interact with platforms solely through standard user interfaces available to any user.

2.3 Technical Automation Tool

The Service functions as a technical automation tool similar to browser automation software, screen recording applications, or accessibility tools. It does not modify, hack, exploit, or circumvent any platform security measures, API restrictions, or technical protections. All interactions occur through standard user interfaces using documented and publicly available methods.

2.4 Service Availability and Modifications

The Company reserves the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. We do not guarantee uninterrupted or error-free operation of the Service. Third-party platform changes may affect Service functionality without notice.

3.1 Platform Terms Compliance

You are solely and exclusively responsible for ensuring that your use of the Service complies with the terms of service, community guidelines, acceptable use policies, and all other terms and conditions of any third-party platforms you choose to interact with. The Company does not monitor, review, audit, or ensure compliance with third-party platform terms. You acknowledge that platform terms may change without notice and that continued compliance is your obligation.

3.2 Legal and Regulatory Compliance

You agree to use the Service only for lawful purposes and in accordance with all applicable local, national, and international laws, regulations, and legal requirements. This includes but is not limited to data protection laws (including GDPR), consumer protection laws, advertising regulations, anti-spam laws, intellectual property laws, and any industry-specific regulations applicable to your business or activities.

3.3 Account Security and Access Control

You are fully responsible for maintaining the security of your accounts on third-party platforms and for all activities that occur through the Service using your credentials. You must implement appropriate security measures and regularly monitor your accounts for unauthorized activity. The Service operates using your device and access credentials, and you assume all risks associated with automated access.

3.4 Prohibited Uses

You expressly agree not to use the Service for any of the following prohibited purposes:

• Violating any third-party platform terms of service, community guidelines, or policies
• Engaging in spam, harassment, abuse, or deceptive practices
• Creating, distributing, or facilitating malicious content or misinformation
• Attempting to hack, exploit, damage, or gain unauthorized access to any systems
• Violating intellectual property rights, including copyright, trademark, or patent infringement
• Illegal activities, fraud, money laundering, or financial crimes
• Creating fake accounts, impersonating others, or identity theft
• Manipulating platform algorithms, engagement metrics, or recommendation systems artificially
• Collecting personal data without proper consent or legal basis
• Activities that may harm minors or vulnerable individuals
• Distributing adult content in inappropriate contexts or to inappropriate audiences
• Activities that violate export control laws or sanctions

3.5 Content Responsibility

You are solely responsible for all content you create, distribute, or interact with using the Service. This includes ensuring that content does not violate any laws, regulations, or third-party rights, and that you have all necessary rights and permissions for the content you use.

4.1 Company Intellectual Property

The Service and its original content, features, functionality, software code, algorithms, user interfaces, design elements, trademarks, and all related intellectual property rights are and shall remain the exclusive property of the Company and its licensors. These rights are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws and treaties.

4.2 Limited License Grant

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during your subscription period. This license does not grant you any ownership rights in the Service.

4.3 Restrictions on Use

You expressly agree not to:

• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Service
• Copy, modify, distribute, sell, lease, rent, or sublicense the Service
• Create derivative works based on the Service
• Remove, alter, or obscure any proprietary notices or labels
• Use the Service to develop competing products or services
• Access the Service through unauthorized means or bypass security measures
• Use automated means to access the Service except as explicitly provided

4.4 User Content License

You retain ownership of content you create using the Service. However, you grant the Company a limited, non-exclusive, worldwide, royalty-free license to use, process, and display such content solely as necessary to provide the Service and for internal analytics and improvement purposes in aggregated, anonymized form.

4.5 Feedback and Suggestions

Any feedback, suggestions, ideas, or improvements you provide regarding the Service may be used by the Company without restriction and without any obligation to compensate you. By providing feedback, you assign all rights in such feedback to the Company.

5.1 Data Processing Architecture

The Service is designed to minimize data collection and maximize local processing. The Company does not store or have access to your social media account credentials, private messages, or personal content from third-party platforms. Data processing occurs primarily on your local devices.

5.2 GDPR and EU Privacy Compliance

As a Belgian company, we comply with the General Data Protection Regulation (GDPR) and other applicable European privacy laws. Our detailed privacy practices are set forth in our Privacy Policy, which forms an integral part of these Terms. You have rights under GDPR including access, rectification, erasure, and data portability where applicable.

5.3 Data Security Measures

We implement appropriate technical and organizational security measures to protect personal data against unauthorized access, alteration, disclosure, or destruction. However, no method of transmission over the internet or electronic storage is completely secure, and we cannot guarantee absolute security.

5.4 Third-Party Data Processing

You acknowledge that your use of the Service may involve the processing of personal data from third-party platforms. You are responsible for ensuring that such processing complies with applicable data protection laws and that you have appropriate legal bases and consents for processing personal data.

5.5 Data Retention and Deletion

We retain personal data only for as long as necessary to provide the Service and comply with legal obligations. Upon termination of your account, we will delete or anonymize your personal data in accordance with our Privacy Policy and applicable law.

6.1 Subscription Model

The Service is provided on a subscription basis with fees charged in advance. All fees are non-refundable except as expressly provided in these Terms or as required by applicable law. Pricing is subject to change with notice.

6.2 Automatic Renewal

Subscriptions automatically renew for successive periods equal to the original subscription term unless cancelled by you at least 30 days before the end of the current billing period. You may cancel your subscription at any time through your account settings or by contacting customer support.

6.3 Payment Processing and Taxes

Payments are processed by third-party payment processors. You are responsible for all applicable taxes, fees, and charges. In case of payment failure, we may suspend or terminate your access to the Service after reasonable notice.

6.4 Price Changes

We reserve the right to modify subscription prices at any time. Price changes will be communicated at least 30 days in advance and will apply to subsequent billing periods. Continued use of the Service after a price change constitutes acceptance of the new pricing.

7.1 "AS IS" Service Provision

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.To the maximum extent permitted by law, the Company disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, and accuracy.

7.2 Third-Party Platform Dependencies

Third-party platforms may change their interfaces, policies, terms, APIs, or security measures at any time without notice, which may affect the Service's functionality. The Company is not responsible for such changes, their impact on the Service, or any resulting loss of functionality.

7.3 No Guarantee of Results or Compliance

The Company makes no guarantees about the effectiveness, success rate, results, or outcomes of using the Service. We do not warrant that the Service will meet your requirements, operate without interruption, be error-free, or be free from harmful components. Automation may be detected by third-party platforms, potentially resulting in account restrictions or suspensions.

7.4 Technical and Operational Limitations

The Service depends on factors beyond our control, including device compatibility, internet connectivity, third-party platform availability, and various technical systems. We do not guarantee uninterrupted, timely, secure, or error-free operation.

7.5 Regulatory and Legal Changes

Laws and regulations affecting automation tools and social media use may change. The Company is not responsible for ensuring ongoing compliance with such changes, and Users must adapt their use of the Service accordingly.

8.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Maximum Liability Cap

THE COMPANY'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED EUROS (€100), WHICHEVER IS GREATER.

8.3 Third-Party Platform Actions

The Company is not liable for any actions taken by third-party platforms against you or your accounts, including but not limited to account suspensions, terminations, content removal, feature restrictions, shadow banning, algorithmic penalties, legal actions, or policy changes that affect your use of such platforms.

8.4 Business and Financial Losses

The Company shall not be liable for any business losses, lost opportunities, damage to reputation, loss of customers or clients, or any financial consequences resulting from your use of the Service or actions by third-party platforms.

8.5 Force Majeure and External Factors

The Company is not liable for any delays, failures, or damages caused by events beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, terrorism, cyberattacks, internet outages, or third-party service failures.

8.6 Acknowledgment of Risk Allocation

You acknowledge that these liability limitations are a fundamental element of the basis of the bargain between you and the Company, and that the Service would not be provided without such limitations.

9.1 User Indemnification Obligations

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, affiliates, licensors, and service providers from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and legal costs) arising from or relating to:

• Your use or misuse of the Service
• Your violation of these Terms or any applicable laws or regulations
• Your violation of any third-party platform terms of service or policies
• Any content you create, distribute, or interact with using the Service
• Your infringement of any intellectual property or other rights of third parties
• Any claims by third parties related to your automated activities or account behavior
• Your failure to comply with data protection or privacy laws
• Any regulatory or government actions against you related to your use of the Service
• Any harm caused to third parties through your use of the Service
• Your breach of any confidentiality or non-disclosure obligations

9.2 Indemnification Procedures

The Company will promptly notify you of any claim subject to indemnification and will cooperate with you in the defense of such claim. You will have control of the defense and settlement of any such claim, provided that any settlement that affects the Company's rights or interests requires the Company's prior written consent.

9.3 Company's Limited Indemnification

The Company will indemnify you against third-party claims that the Service directly infringes a valid patent, copyright, or trademark, provided that you promptly notify the Company of such claim and cooperate in its defense. This indemnification does not apply to claims arising from your modification of the Service, use in combination with other products, or use outside the scope of these Terms.

10.1 Termination by User

You may terminate your account and subscription at any time by following the cancellation procedures in your account settings or contacting customer support. Termination will be effective at the end of the current billing period, and no refunds will be provided for unused portions of prepaid fees.

10.2 Termination by Company

The Company may terminate or suspend your account and access to the Service immediately, with or without notice, for any reason, including but not limited to:

• Breach of these Terms or any applicable policies
• Violation of applicable laws or regulations
• Misuse of the Service or violation of third-party rights
• Non-payment of fees or chargebacks
• Suspected fraudulent or illegal activity
• Risk to the security or integrity of the Service
• Compliance with legal requirements or government orders

10.3 Effect of Termination

Upon termination: (a) your right to use the Service will cease immediately; (b) you remain liable for all fees incurred through the termination date; (c) provisions that by their nature should survive termination will survive, including ownership provisions, disclaimers, limitations of liability, and indemnification obligations; and (d) we may delete your account data in accordance with our Privacy Policy.

10.4 Data Retrieval

Following termination, you will have 30 days to retrieve any personal data or content stored in your account. After this period, such data may be permanently deleted. The Company is not obligated to maintain terminated account data beyond this period.

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Belgium, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

11.2 Jurisdiction and Venue

Any disputes arising from or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the competent courts of Brussels, Belgium. You irrevocably consent to the personal jurisdiction of such courts and waive any objection to venue.

11.3 Mandatory Dispute Resolution

Before initiating formal legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiation for a period of sixty (60) days. Either party may initiate this process by providing written notice of the dispute to the other party.

11.4 Consumer Rights

Nothing in these Terms limits any consumer rights you may have under applicable consumer protection laws that cannot be waived by agreement. If you are a consumer, you may have additional rights under your local consumer protection laws.

11.5 Class Action Waiver

To the extent permitted by law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

12.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms referenced herein, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements, representations, and understandings.

12.2 Modifications to Terms

The Company reserves the right to modify these Terms at any time by posting the updated terms on our website. Material changes will be notified to users with reasonable advance notice. Continued use of the Service after such modifications constitutes acceptance of the updated Terms.

12.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.

12.4 Waiver

No waiver of any provision of these Terms will be deemed a further or continuing waiver of such provision or any other provision. The Company's failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

12.5 Assignment

You may not assign, transfer, or delegate your rights or obligations under these Terms without the Company's prior written consent. The Company may assign these Terms and its rights and obligations without restriction, including in connection with a merger, acquisition, or sale of assets.

12.6 Independent Contractors

The relationship between you and the Company is that of independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship between the parties.

12.7 Electronic Communications

By using the Service, you consent to receive electronic communications from the Company. These communications may include notices about your account, service updates, and promotional materials. You may opt out of promotional communications but will continue to receive service-related communications.

12.8 Language and Translation

These Terms are prepared in English. Any translation into other languages is provided for convenience only. In case of conflict between the English version and any translation, the English version shall prevail.