Terms of Service

1. The Service

Cloutbox is a B2B social media management platform that enables you to connect and manage social media accounts, schedule and publish content, view analytics, manage messages, and collaborate with your team.

Availability and Backups

We target 99.5% monthly uptime for core features. Planned maintenance windows are announced at least 48 hours in advance via in-app notice or email. We perform daily automated backups retained for 30 days. Full SLA details, including credit mechanisms for downtime, are in our Service Level Agreement.

We reserve the right to modify, suspend, or discontinue any feature with reasonable notice. We are not liable for modifications to third-party platform APIs (Meta, X, LinkedIn, TikTok, YouTube) that affect Service features. If a platform revokes, restricts, or changes its API in a way that impairs the Service, we will notify you promptly but bear no liability for the resulting impact.

2. Accounts, Eligibility, and Representations

2.1 Eligibility

You must be at least 18 years old and legally capable of entering into a binding contract. By accepting these Terms, you represent that you meet these requirements and that all information you provide is accurate and complete.

2.2 Export Control and Sanctions Representation

By using the Service, you represent and warrant that: (a) you are not located in or acting on behalf of a person or entity in a US-embargoed country or territory (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions); and (b) you are not listed on the OFAC SDN list, the BIS Entity List, or any other applicable restricted-party list. Violations may result in immediate termination and referral to relevant authorities.

2.3 Account Security

• You are responsible for keeping your credentials secure and confidential.
• Notify us immediately at support@cloutbox.ai of any suspected unauthorised access.
• We are not liable for losses arising from your failure to secure your credentials.

2.4 Workspaces and Seats

Each subscription plan includes a fixed number of workspace seats. All workspace members are bound by these Terms and the organisation administrator is responsible for their compliance.

3. Subscriptions and Payments

• Billing: subscriptions are billed monthly or annually in advance, auto-renewing unless cancelled at least 24 hours before renewal.
• Free trials: a valid payment method is required. You will be charged at the end of the trial unless you cancel.
• Refunds: annual plans cancelled within 14 days of the start of a new billing year receive a pro-rated refund. Monthly plans are not refundable after billing.
• Price changes: we provide at least 30 days' written notice of price increases. If you do not accept the new price, you may cancel before the effective date without penalty. Continued use after the effective date constitutes acceptance.
• Late payment: unpaid invoices may result in suspension after a 7-day grace period and termination after 30 days.
• Taxes: prices are exclusive of taxes (VAT, GST, sales tax). You are responsible for all applicable taxes.

4. Acceptable Use

Please review our full Acceptable Use Policy. Key prohibitions: do not use the Service for unlawful purposes, violate platform API terms, distribute spam or malware, infringe third-party intellectual property, or circumvent security measures.

5. Platform API Compliance

By connecting a social media platform, you represent that you have authority to do so and that your use complies with that platform's terms. Each platform's developer policies are incorporated by reference into your obligations to that platform — Cloutbox is not a party to your agreement with any platform.

Platform API change disclaimer: Social media platforms change their APIs, permissions, and policies at their own discretion and without notice to Cloutbox. If a platform restricts or removes API access in a way that impairs features of the Service, this does not constitute a breach by Cloutbox and does not entitle you to a refund unless the impairment results in the Service falling below our SLA uptime commitment for a sustained period.

• LinkedIn: automated publishing requires explicit per-post user consent initiated within your session.
• TikTok: preset captions are suggestions only and must be reviewed and may be edited by you before publishing.
• X: data accessed via the X API may not be used to train AI/ML models.

6. Intellectual Property

6.1 Your Content

You retain all ownership rights to content you create or upload ("Your Content"). You grant Cloutbox a limited, non-exclusive, royalty-free licence to store, process, transmit, back up, and display Your Content solely as necessary to provide, maintain, and improve the Service and to perform our obligations under these Terms.

You represent and warrant that (a) you own Your Content or have all necessary rights to grant this licence; (b) Your Content does not infringe any third-party intellectual property rights, privacy rights, or applicable laws; and (c) Your Content complies with the AUP.

6.2 Cloutbox Technology

The Service, including all software, designs, trademarks, and documentation, is owned by Cloutbox Inc.and is protected by applicable intellectual property laws. You receive a limited, revocable, non-transferable, non-sublicensable licence to use the Service as permitted by these Terms.

6.3 Feedback

If you submit feedback, suggestions, or ideas about the Service, you grant Cloutbox a perpetual, irrevocable, royalty-free licence to use them without restriction or compensation to you.

7. Privacy and Data

Your use of the Service is governed by our Privacy Policy and, for B2B customers processing end-user data, our Data Processing Agreement. Both are incorporated into these Terms by reference.

8. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be error-free, uninterrupted, or that third-party platform APIs will remain available. We make no warranty regarding the accuracy or completeness of analytics data sourced from third-party platforms.

Some jurisdictions do not permit exclusion of implied warranties. In those jurisdictions, the above exclusions apply to the maximum extent permitted by law.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUTBOX AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL.

IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM OR (B) USD $100. THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

10. Indemnification

10.1 Your Indemnification of Cloutbox

You agree to indemnify and hold harmless Cloutbox Inc. and its officers, directors, employees, and agents from claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from: (a) your use of the Service in violation of these Terms; (b) Your Content; (c) your violation of any applicable law or third-party right.

Your liability under this indemnification is capped at the greater of (i) the amounts you paid to us in the 12 months preceding the claim or (ii) USD $1,000, except in cases of willful misconduct or fraud.

10.2 Cloutbox Indemnification of You

Cloutbox will defend you against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights. We will pay damages finally awarded against you (or settlement amounts we approve). This obligation does not apply where the claim arises from: (a) Your Content; (b) your modification of the Service; (c) your combination of the Service with third-party software or data; or (d) your use of the Service in violation of these Terms.

11. Force Majeure

Neither party shall be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, civil unrest, pandemics, government actions or restrictions, power or internet outages, third-party infrastructure failures (including cloud provider outages), social media platform API disruptions or bans, cyberattacks (where reasonable security measures were in place), or changes in applicable law or regulation.

The affected party must notify the other promptly, use reasonable efforts to mitigate the impact, and resume performance as soon as practicable. If a force majeure event continues for more than 60 days, either party may terminate the affected subscription with a pro-rated refund for the unused period.

12. Term and Termination

• By you: cancel at any time via account settings. Access continues until end of the current billing period.
• By us: we may suspend or terminate immediately for material breach of these Terms, violation of the AUP, non-payment, or if required by a platform API provider or applicable law. We will give 14 days' notice for non-material issues where possible.
• Data on termination: you have 30 days after termination to export your data. After 30 days, data is permanently deleted, except data we are required to retain by law. You may contact us to request an export during this window.
• Survival: Sections 6, 9, 10, 13 (Governing Law), and all provisions that by their nature should survive, will survive termination.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law principles.

Informal resolution: before initiating formal proceedings, both parties agree to attempt good-faith resolution by contacting support@cloutbox.ai with a written description of the dispute. If not resolved within 30 days, either party may proceed.

Arbitration (US): for US-based customers, disputes not resolved informally shall be submitted to binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules. The arbitration will be conducted in English by a single arbitrator. The arbitrator's decision is final and enforceable in any court of competent jurisdiction.

Class action waiver (US only): US customers waive any right to bring claims as a class action or in any representative capacity. Each dispute must be brought individually.

14. General Provisions

• Entire agreement: these Terms, the Privacy Policy, DPA, Cookie Policy, AUP, and SLA constitute the entire agreement between you and Cloutbox regarding the Service.
• Severability: if any provision is found unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary, or severed, and the remaining provisions continue in full effect.
• No waiver: failure to enforce any provision is not a waiver of our right to do so later.
• Assignment: you may not assign your rights without our written consent. We may assign our rights in connection with a merger, acquisition, or sale of assets, with notice to you.
• Changes to Terms: material changes will be communicated by email at least 30 days in advance. Non-material changes (corrections, clarifications) take effect on update. If you do not accept a material change, you may cancel before the effective date without penalty.
• Relationship: these Terms do not create a partnership, joint venture, agency, or employment relationship between you and Cloutbox.
• Third-party rights: these Terms do not create any third-party beneficiary rights.

15. Contact