TERMS OF SERVICE

Last Update: July 8, 2026

1. Acceptance of Terms

These Platform Terms of Service ("Terms") form a binding legal agreement between Seldon Ventures, LLC,, a company organized under the laws of Delaware, United States, with its registered address at 131 Continental Dr Suite 305, Newark, DE 19702, USA ("Cleon1', "Platform," "we," "us" or "our"), and the entity or person accessing or using the Service ("Customer," "you" or "your").

By (a) creating an account, (b) generating or using an API key, (c) installing or using the browser extension, (d) uploading data through the web application, (e) clicking to accept these Terms, or (f) executing an Order Form that references these Terms, Customer agrees to be bound by these Terms in their entirety. If Customer does not agree, Customer must not access or use the Service.

If an individual accepts these Terms on behalf of a company or other legal entity, that individual represents and warrants that they have the authority to bind such entity, in which case "Customer" refers to that entity.

These Terms are not legal, tax, regulatory or compliance advice to Customer or any third party, and nothing in these Terms should be relied upon as such. Customer is responsible for obtaining its own independent legal advice regarding its use of the Service, the Output (as defined below), and its compliance obligations under applicable law.

2. Definitions

"Account" means the account Customer or an Authorized User creates to access the Service.

"Acceptable Use Policy" or "AUP" means the acceptable use and anti-abuse rules set out in Sections 11 and 12.

"Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

"API" means the application programming interface(s) made available by Platform for programmatic access to the Service.

"Authorized User" means an employee, contractor or other individual authorized by Customer to access the Service under Customer's Account, including through team management, workspace member or role-based access features made available on the web application.

"Beta Services" means features, products or services identified as alpha, beta, preview, early access, pilot or similar designation.

"Credits" means the virtual units allocated to a Workspace under a Subscription or purchased separately, consumed to access certain features of the Service as described in Section 7.

"Customer Data" means data, files or business identifiers that Customer or an Authorized User submits, uploads or transmits to the Service (including via API, browser extension or CSV upload), excluding Output.

"DPA" means the Data Processing Agreement, as made available or entered into by the parties, which applies where Platform processes personal data as a processor on Customer's behalf.

"Order Form" means a signed or online ordering document, enterprise agreement, API agreement, reseller agreement, OEM agreement or white-label agreement referencing these Terms, specifying the plan, fees, and any additional or varying terms agreed between Platform and Customer.

"Output" means the enriched business contact information and related data returned by the Service in response to a query, including any business identifiers, professional identity signals, and associated metadata.

"Personal Data" has the meaning given in the DPA and, where applicable, under Data Protection Laws.

"Data Protection Laws" means all laws and regulations applicable to the processing of Personal Data under these Terms, including as applicable Regulation (EU) 2016/679 (GDPR), the UK GDPR and Data Protection Act 2018, and equivalent or successor legislation in other jurisdictions.

"Privacy Policy" means Platform's privacy policy, available at https://cleon1.com/privacy_policy/ (or such other location as Platform may notify), as updated from time to time.

"Cookie Policy" means Platform's cookie policy, available at https://cleon1.com, as updated from time to time.

"Service" means Platform's B2B SaaS and API platform for professional contact enrichment, including the website at https://cleon1.com, the web application at https://app.cleon1.com and <https://cleon1.com/>*, the API, the browser extension, and related documentation and support.

"Subscription" means Customer's plan for access to the Service, whether a free (Freemium) plan, a paid (Premium) self-serve plan, or a custom or enterprise plan governed by an Order Form.

"Workspace" means the collaborative environment within the Service in which Customer and its Authorized Users access Credits, Customer Data and Output.

Other capitalized terms have the meaning given to them where first used in these Terms.

3. Eligibility

The Service is offered exclusively for lawful business-to-business ("B2B") use. By accessing the Service, Customer represents and warrants that:

• it is at least 18 years of age (or the age of legal majority in its jurisdiction) and has full legal capacity to enter into these Terms;
• if acting on behalf of an entity, it has the authority to bind that entity to these Terms;
• it is accessing and will use the Service solely for legitimate business purposes and not as, or on behalf of, a consumer; and
• it is not located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive sanctions, and is not a person or entity subject to restrictive measures, as further described in Section 31 (Sanctions).

Platform may refuse to open, or may suspend or terminate, an Account where it reasonably believes these eligibility requirements are not met.

4. Accounts and API Keys

4.1 Account Registration

Customer must provide accurate, current and complete information when creating an Account and must keep such information up to date.

4.2 Authorized Users and Team Management

Customer may invite Authorized Users to its Workspace using the Service's team management functionality and may assign roles or permissions to Authorized Users. Customer is responsible for all activity occurring under its Account and the Accounts of its Authorized Users, and for ensuring that Authorized Users comply with these Terms.

4.3 Account Security

Customer is responsible for maintaining the confidentiality of its Account credentials and API keys. Customer must notify Platform promptly at privacy@cleon1.com if it becomes aware of any unauthorized use of its Account or any other breach of security.

4.4 API Keys

• Issuance. Platform will issue one or more API keys to enable programmatic access to the Service.
• Security and rotation. Customer must store API keys securely, must not share API keys except with its own Authorized Users on a need-to-know basis, and should rotate API keys periodically and promptly upon any suspected compromise.
• Responsibility. Customer is responsible for all activity conducted using its API keys, whether or not authorized, except to the extent caused by Platform's breach of these Terms.

4.5 Account Termination by Customer

Customer may close its Account at any time, subject to Section 9 (Renewals) and any minimum term set out in an applicable Order Form, by using the cancellation functionality in the Workspace (for standard plans) or by contacting its Platform representative by email (for custom or enterprise plans).

5. Services

5.1 Description

The Service enables Customer to submit business identifiers, including professional identity signals, through the API, the browser extension, CSV upload or the web application, and to receive Output in return. Available features and functionality depend on Customer's Subscription and are described in the applicable Order Form or, for self-serve plans, in the product documentation available at https://app.cleon1.com and <https://cleon1.com/>*.

5.2 Changes to the Service

Platform may modify, update, add to or discontinue features of the Service from time to time. Platform will use commercially reasonable efforts to provide notice of material adverse changes to core paid functionality, save where an Order Form provides otherwise.

5.3 Reasonable Efforts Standard

Except to the extent an SLA is expressly agreed in an Order Form (see Section 20), Platform's obligation is to use commercially reasonable efforts to provide the Service. Platform does not guarantee uninterrupted, error-free or continuous operation of the Service, and does not guarantee that any given query will return a match or a correct result.

6. Order Forms

Standard self-serve Freemium and Premium plans are governed by these Terms. Enterprise, API, reseller, OEM and white-label arrangements are governed by a separate Order Form entered into between Platform and Customer, which incorporates these Terms by reference.

• Order of precedence. Where there is a direct conflict between an Order Form and these Terms, the Order Form prevails solely with respect to the specific matter addressed and only for that Customer. These Terms prevail over the DPA except to the extent the DPA expressly addresses data protection obligations, in which case the DPA governs on that subject matter.
• No implied variation. Sales, marketing or support communications do not vary these Terms unless expressly incorporated into a signed Order Form.

7. Credits

7.1 Allocation and Consumption

Credits are allocated to a Workspace under a Subscription or purchased as one-time packs. A Credit is consumed only upon a successful match; unsuccessful lookups that return no match are not charged against Customer's Credit balance.

7.2 Additional Credits

Customer may purchase additional Credits by (a) purchasing a one-time Credit pack, or (b) increasing its Subscription plan.

7.3 Expiry

• Monthly plans: Credits added under a monthly Subscription expire two (2) months after the date on which they were added to the Workspace.
• Annual plans and one-time packs: Credits added under an annual Subscription, and Credits purchased as one-time packs, expire twelve (12) months after the date on which they were added to the Workspace.

7.4 Non-Transferability; No Refunds

Credits are tied to the Workspace in which they were issued and are non-transferable between Workspaces or Customers, non-exchangeable for cash or other value, and non-refundable. Unused Credits are forfeited, without compensation, upon expiry in accordance with Section 7.3 and upon deletion of the Workspace.

8. Billing

8.1 Fees

Customer agrees to pay all fees associated with its chosen Subscription, as displayed in the Workspace at the time of purchase or as set out in the applicable Order Form.

8.2 Payment Providers

Payments are processed by Stripe and, for certain customers, by direct bank transfer or invoice. Platform does not store full payment card data. By providing payment details, Customer authorizes Platform (or its payment processor) to charge the applicable fees, including on a recurring basis in accordance with Section 9 (Renewals).

8.3 Taxes

Fees are exclusive of value added tax, sales tax, goods and services tax, and any other applicable taxes, duties or levies ("Taxes"). Customer is responsible for all Taxes associated with its purchase, other than taxes on Platform's net income. Where Platform is required to collect Taxes, such Taxes will be added to Customer's invoice.

8.4 No Refunds

Except as expressly set out in this Section 8.4 or in Section 7 (Credits), all fees are non-refundable once the applicable billing period has started. Where Platform terminates a Subscription without cause prior to the end of a prepaid term, Platform will refund fees on a pro-rata basis for the remaining, unused portion of the term. Nothing in this Section 8.4 limits any non-waivable statutory refund right available to Customer under applicable law.

8.5 Restricted Sales

Platform will not process, and may decline or reverse, any purchase where card processing or provision of the Service to Customer would be restricted or prohibited under applicable sanctions or export-control law (see Section 31).

8.6 Price Changes

Platform may change its fees, including at renewal. Platform will give Customer at least thirty (30) days' prior notice of any price increase taking effect at the next renewal. For standard self-serve Subscriptions, Customer's continued renewal of its Subscription following such notice constitutes acceptance of the revised fees; Customer may decline a fee increase by cancelling its Subscription prior to the renewal date in accordance with Section 9. For custom or enterprise Subscriptions, price changes require Customer's agreement as set out in the applicable Order Form.

9. Renewals

9.1 Automatic Renewal

Subscriptions renew automatically - monthly Subscriptions on the monthly anniversary of the start date, and annual Subscriptions on the annual anniversary of the start date - unless cancelled by Customer prior to the applicable renewal date in accordance with this Section 9. One-time Credit packs do not renew.

9.2 Cancellation

• Standard plans: Customer may cancel a self-serve Subscription at any time through the Workspace. Cancellation takes effect at the end of the then-current billing period, and no partial-period refund is due.
• Custom / enterprise plans: Customer may cancel by emailing its designated Platform representative in accordance with the notice provisions of the applicable Order Form.

9.3 Upgrades and Downgrades

• Upgrades take effect immediately, are charged immediately on a pro-rata or full-fee basis as displayed at the time of upgrade, and reset the renewal date baseline to the date of the upgrade.
• Downgrades of a monthly Subscription take effect at the start of the next billing cycle; downgrades of an annual Subscription take effect at the end of the then-current annual term.

10. API Terms

10.1 Rate Limits

API access is subject to rate limiting, currently ten (10) requests per second per Account unless a different limit is agreed in an Order Form or otherwise confirmed in writing by Platform. Platform may adjust default rate limits from time to time and may agree higher limits on request, at its discretion.

10.2 Fair Use

Customer must not attempt to circumvent rate limits, access controls, authentication mechanisms or usage restrictions applicable to the API. Platform may throttle, queue or reject requests that exceed applicable rate limits.

10.3 Consequences of Exceeding Limits

Where Customer's use of the API exceeds applicable rate limits or otherwise falls outside normal or expected usage patterns, Platform may, without liability, throttle traffic, temporarily suspend API access, require Customer to upgrade its plan, or take the actions described in Section 22 (Suspension).

10.4 Versioning and Deprecation

Platform may release new versions of the API and may deprecate prior versions. Platform will use commercially reasonable efforts to provide advance notice of material deprecations affecting production integrations, save in the case of security-driven or legally required changes, which may take effect immediately.

10.5 API Documentation

Customer must integrate with and use the API in accordance with the technical documentation made available at https://app.cleon1.com and <https://cleon1.com/>*, as updated from time to time.

11. Acceptable Use

11.1 Acceptable Use. Customer must use the Service only for lawful, legitimate B2B purposes and in accordance with these Terms. Without limiting Section 13 (Prohibited Uses), Customer must not

• violate any applicable law or regulation in connection with its use of the Service or Output;
• infringe the intellectual property, privacy or other rights of any third party;
• attempt to gain unauthorized access to the Service, other Accounts, or Platform's systems or networks;
• interfere with, disrupt, or place an unreasonable load on the Service or the systems or networks used to deliver it;
• introduce viruses, malware or other harmful code into the Service;
• use the Service to transmit unsolicited communications in violation of applicable anti-spam or telemarketing law; or
• misrepresent its identity or affiliation, or impersonate any person or entity, in connection with its use of the Service.

11.2 Customer Warranty. Customer represents it:

• has authority to upload Customer Data;
• will not upload unlawful data;
• will not attempt to identify hidden sources.

12. Anti-Abuse

Platform's anti-abuse rules exist to protect the interests of data subjects, Customer's own reputation, and the integrity of the Service. Customer agrees that:

• B2B relevance. Use of Output, including any phone numbers or other contact details, must be strictly limited to B2B communications relevant to the professional or business activity of the individual contacted.
• Transparency. Where required by applicable law, Customer must be able to inform a contacted individual, on request, of the source of their information and of their ability to opt out.
• Lawful and legitimate content only. Customer must not use the Service to send, or use Output to facilitate the sending of, communications that are unlawful, defamatory, libelous, discriminatory, or that promote violence against any individual or group or otherwise infringe human rights.
• Restricted senders. Save where Customer provides Platform with specific assurances satisfactory to Platform in its sole discretion, Platform does not knowingly support senders operating in, or communications promoting, the industries and use cases listed in Section 13.
• No third-party impersonation in messaging. Customer must not send communications purporting to be from, or on behalf of, a third party (including Customer's own customers) without clear disclosure.

Platform may investigate suspected breaches of this Section 12 and take the actions described in Section 22 (Suspension).

13. Prohibited Uses

13.1 Prohibited Industries

Customer must not use the Service in connection with, or on behalf of senders operating in, the following industries or activities, whether or not lawful in the relevant jurisdiction:

• gambling and betting;
• adult or sexual content;
• weapons, firearms or explosives;
• tobacco and tobacco-related products;
• illegal drugs and drug paraphernalia;
• political campaigning, lobbying or advocacy;
• hacking, cracking or unauthorized-access tools or services;
• penny stocks, retail forex trading, or unlicensed trading or investment advice;
• payday loans and predatory lending;
• lead sales or list brokering; and
• "get-rich-quick," "build your wealth" or similar work-at-home or income-opportunity schemes.

13.2 Prohibited Use Cases

Customer must not use the Service, or any Output, for any of the following use cases, irrespective of industry:

• mass surveillance or covert monitoring of individuals;
• facial recognition or other biometric identification;
• consumer credit scoring or other FCRA-type (or equivalent) eligibility determinations;
• employment screening, tenancy screening, or insurance underwriting or claims decisions concerning any individual;
• stalking, harassment, doxxing, or physically locating or tracing an individual; and
• any consumer-directed marketing, profiling or targeting that is not genuinely B2B in nature.

13.3 Law Enforcement and Political Use

Use of the Service by, or on behalf of, law-enforcement or intelligence agencies, and use for political campaigning or advocacy purposes of any kind, are prohibited outright, regardless of any assurance offered by Customer.

13.4 Prohibited Technical Uses

Customer must not, and must not permit any third party to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying methods, or data sources of the Service or API;
• conduct or publish any benchmark, performance evaluation, comparative analysis, or competitive testing of the Service, including any API performance, accuracy, coverage, latency or data quality metrics, without Platform's prior written consent;
• scrape, or engage in bulk or systematic extraction of data from, the Service beyond the scope of Customer's authorized use;
• circumvent rate limits, quotas or access controls; or
• use the Service, Output, or any Customer Data or Credits to build, develop or improve a database or product that competes with the Service.

14. Customer Compliance Obligations

14.1 Privacy Compliance Obligations. Customer is solely responsible, at its own cost, for ensuring that its use of the Service and any Output complies with all applicable laws, including without limitation

• the GDPR, the UK GDPR, and other applicable national data-protection laws;
• the ePrivacy Directive (2002/58/EC) and implementing national laws, and the UK Privacy and Electronic Communications Regulations (PECR);
• national telemarketing, do-not-call and cold-calling laws, including the U.S. Telephone Consumer Protection Act (TCPA) and Telemarketing Sales Rule (TSR) and equivalent regimes in other jurisdictions;
• the U.S. CAN-SPAM Act and other applicable anti-spam laws; and
• applicable sanctions and export-control laws (see Section 31).

Platform does not represent or warrant that Customer's specific use of the Service or Output will comply with the laws listed above, or with any other law. Customer should obtain its own legal advice, calibrated to the jurisdictions in which it operates and the individuals it intends to contact, before relying on the Service for any regulated communication activity.

14.2 Cooperation with Regulatory Enquiries. Where Platform receives an enquiry, investigation, request for information or similar communication from a supervisory authority, regulator or other competent authority relating to Customer's use of the Service or Output, Customer shall reasonably cooperate with Platform by promptly providing information, documents or other assistance reasonably requested by Platform to the extent relevant to Customer's use of the Service or Customer Downstream Processing. Customer is not required to disclose information protected by legal privilege or confidential information unrelated to the relevant enquiry.

15. Privacy and Data Protection

15.1 Sources of Output

Output may be from a combination of: (a) publicly available business information; (b) information provided directly by Customer; (c) information obtained under license from third-party data providers; and (d) internally generated enrichment signals, matching processes and analytical outputs. Platform does not represent that any specific item of Output derives from any particular source, and does not disclose the identity of individual third-party data providers.

15.2 Data Provenance Disclaimer

Platform does not warrant the provenance, accuracy, completeness, currency or lawful basis of any underlying data incorporated into Output, whether sourced publicly, from Customer, from licensed third-party providers, or generated internally. Customer acknowledges that data enrichment inherently involves aggregation from multiple sources of varying reliability. Output is generated through automated enrichment and matching technologies and should not be relied upon or be the sole basis for decision making without independent verification.

15.3 Provider Processing vs. Customer Downstream Processing

Platform's processing of Personal Data in generating and delivering Output ("Provider Processing") is distinct from Customer's own processing of Output and any related Personal Data after receipt ("Customer Downstream Processing"). Provider Processing and the contractual allocation of controller/processor responsibilities between the parties are addressed in the DPA. Nothing in these Terms shall be construed as determining, and should not be read as determining, whether Platform or Customer is a controller, processor, or independent controller for any given processing activity under Data Protection Laws - that characterization depends on the facts and must be assessed by each party under applicable law.

Customer Downstream Processing - including Customer's decision to contact, market to, or otherwise process Personal Data contained in Output - is Customer's sole responsibility. Platform makes no representation regarding, and assumes no responsibility for, the lawful basis (if any) available to Customer for Customer Downstream Processing.

15.4 No Warranty of Lawful Basis

Platform does not represent or warrant that any particular lawful basis under the GDPR, UK GDPR, or other Data Protection Laws is, or will be, available to Customer for its use of Output. Customer must independently determine and document its own lawful basis, provide any required privacy notices or source disclosures to individuals, and honor applicable opt-out and erasure rights, before contacting or otherwise processing Personal Data obtained through the Service.

15.5 Cross-Border Processing

Output and Customer Data may be processed, stored or transferred across borders, including to and from jurisdictions other than Customer's own, including by Platform Affiliates and Sub-processors, as further described in the Privacy Policy and, where applicable, the DPA (including with respect to any international transfer mechanisms used).

15.6 Supplier Dependency

Platform relies on third-party data providers, cloud infrastructure providers, and other suppliers to deliver the Service. Availability, accuracy and completeness of Output may be affected by changes in the availability or terms of access to third-party data sources beyond Platform's control, as further addressed in Section 21 (Third-Party Providers). Platform may modify, suspend or discontinue features where necessary because of changes imposed by suppliers or legal requirements. Customer shall not attempt to identify, reverse engineer or discover the identity of Platform's suppliers or proprietary data sources.

15.7 Data Protection Agreement

Where Platform processes Personal Data as a processor on Customer's behalf within the meaning of applicable Data Protection Laws, the terms of the DPA apply. The DPA is available on request.

15.8 Not Legal Advice

Nothing in this Section 15 constitutes legal advice regarding Customer's obligations under Data Protection Laws, ePrivacy Laws, telemarketing laws or any other applicable law. Customer should consult its own legal counsel.

16. Data Use Restrictions

Without limiting Section 13, Customer must not:

(a) resell, redistribute, sublicense, rent or otherwise make Output available to any third party as a standalone data product, list or feed;

(b) use Output, Customer Data or Credits to build, develop, train, fine-tune, test or validate any artificial intelligence or machine-learning model;

(c) use Output to build or contribute to any standalone dataset, database or data product, or any reusable repository of Output intended for use across multiple customers or commercial engagements;

(d) use Output to build or improve any product or service that competes with the Service;

(e) attempt to re-identify, or combine Output with other data in order to derive, any special categories of personal data (Article 9 GDPR) or personal data relating to criminal convictions and offences (Article 10 GDPR), except where Customer has established a valid lawful basis and satisfies any additional condition required under Data Protection Laws; or

(f) use Output for any unlawful, deceptive or harmful purpose, or in a manner that infringes the rights of any data subject.

(g) systematically cache, archive, retain or otherwise accumulate Output for the purpose of avoiding API calls, building or maintaining an independent database, creating a substitute source of enrichment, or reusing Output to provide enrichment or data services to third parties other than the Customer for whom the Output was originally obtained.

These restrictions apply regardless of whether Output is combined, aggregated or blended with other data.

17. Export, Retention and Deletion

• Re-verification / deletion window. Customer must re-verify or delete enriched Personal Data obtained as Output, including phone numbers, within six (12) months of receipt, unless Customer has and maintains an independent legal basis to retain that Personal Data for a longer period, and unless otherwise specified in an applicable Order Form.
• Erasure requests. Where a data subject exercises an erasure (or equivalent deletion) right in respect of Personal Data supplied as Output, and Platform notifies Customer of that request, Customer must delete the relevant Personal Data from its own systems promptly and in any event within any timeframe specified in that notice or, absent a specified timeframe, within a reasonable period.
• No competing database. Retention rights under this Section 17 do not permit Customer to build or maintain a database that competes with the Service (see Section 16).
• Permitted internal retention. Nothing in these Terms prevents Customer from retaining Output for its own internal business purposes or for the ongoing provision of services to the specific customer or internal business function for which the Output was originally obtained, provided such retention complies with applicable Data Protection Laws and this Section 17.
• No cross-customer reuse. Where Customer provides services to third parties, Output obtained in connection with one customer engagement may not be retained or reused for the benefit of another customer, or incorporated into a general-purpose database or enrichment repository serving multiple customers, except as expressly authorized in an applicable Order Form.

18. Data Subject Requests

Where Platform receives a request directly from an individual concerning their Personal Data included in Output (including opt-out, access, correction or erasure requests), Platform will process such requests submitted through the in-app support chat, by email to privacy@cleon1.com, or via the dedicated web form available at https://cleon1.com/do_not_sell/.

Platform's target response time for such requests is thirty (30) days from receipt, though actual response times may vary depending on complexity and verification requirements.

Where Platform notifies Customer of a request affecting Personal Data held by Customer, Customer must cooperate as described in Section 17.

19. Security

19.1 Platform measures. Platform implements and maintains appropriate technical and organisational measures designed to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing (Article 32 GDPR). The measures applicable to Platform's processing on Customer's behalf are further described in the DPA, including its technical and organisational measures annex.

19.2 No guarantee of absolute security. No security measures can guarantee absolute security. Platform does not warrant that the Service is immune from unauthorised access, security incidents or vulnerabilities, but will address personal data breaches in accordance with Articles 33-34 GDPR and the DPA, including notifying Customer without undue delay after becoming aware of a personal data breach affecting Personal Data processed on Customer's behalf.

19.3 Customer responsibilities. Customer is responsible for configuring its use of the Service securely, including managing API keys and Account credentials in accordance with Section 4.4, and for implementing and maintaining appropriate technical and organisational measures within its own systems that receive, store or further process Output or Customer Data.

19.4 Additional commitments and DPA rights. Any additional security commitments applicable to a specific Customer are set out exclusively in the applicable Order Form or the DPA; no additional security certification, audit report or control is promised by these Terms. For the avoidance of doubt, nothing in this Section limits Platform's obligations under Article 32 GDPR or the information, audit and inspection rights set out in the DPA (Article 28(3)(h) GDPR).

20. Third-Party Providers

The Service incorporates data, infrastructure and functionality obtained under license or contract from third-party providers, including licensed data providers, cloud infrastructure providers and payment processors. Platform does not control, and is not responsible for, the acts, omissions, availability or accuracy of third-party providers, except to the extent expressly stated in these Terms.

If a third-party provider withdraws, restricts or materially changes the terms on which it makes data or infrastructure available to Platform, Platform may correspondingly modify, suspend or discontinue the affected feature of the Service, with notice to Customer where commercially reasonable and practicable. Platform is not liable for Service disruption caused by a third-party provider's withdrawal of access, subject to Section 26 (Limitation of Liability).

Platform does not identify specific third-party data providers by name in these Terms or in the Privacy Policy, consistent with its confidentiality obligations to those providers and its own competitive interests.

21. Service Level Agreement (SLA)

21.1 Standard Plans

For Freemium and self-serve Premium Subscriptions, Platform will use commercially reasonable efforts to make the Service available, but does not provide any uptime guarantee, service credit, or other SLA commitment.

21.2 Custom / Enterprise Plans

Where expressly agreed in an Order Form, Platform will use commercially reasonable efforts to achieve 99% uptime measured on an annual basis ("SLA"), excluding: (a) scheduled maintenance windows notified in advance; (b) Force Majeure events (Section 30); and (c) any cause outside Platform's reasonable control, including downtime or failure attributable to a third-party provider or supplier.

The SLA, including any applicable service credits or remedies for a failure to meet the uptime commitment, applies only where and to the extent expressly set out in the applicable Order Form. Absent an Order Form expressly incorporating an SLA, no uptime commitment applies.

22. Suspension and Termination

22.1 Grounds for Suspension or Termination

Platform may suspend or terminate Customer's access to the Service, in whole or in part, where Platform reasonably believes that:

• Customer or an Authorized User has breached these Terms, the AUP, or any Order Form;
• Customer has failed to pay any amount when due;
• Customer's use is, or is suspected to be, fraudulent, illegal, or harmful to Platform, its third-party providers, other customers, or any third party;
• the Account is the subject of a security threat or attack, or exhibits excessive, abnormal API use, or attempts to circumvent rate limits or access controls;
• continued provision of the Service to Customer would violate sanctions, export-control law, or other applicable legal prohibition (see Section 31);
• Customer becomes insolvent, subject to bankruptcy or similar proceedings, or ceases to conduct business in the ordinary course; or
• a third-party provider withdraws access to data or infrastructure necessary for Platform to deliver the Service to Customer.

22.2 Process

Where practicable, Platform will first suspend access to investigate a suspected issue and, where the issue is capable of remedy, will allow Customer a reasonable cure period before terminating. Platform may suspend or terminate immediately, without advance notice, in serious cases (including suspected fraud, illegal use, security threats, sanctions violations, or non-payment) where Platform reasonably determines that a cure period is not appropriate. Advance notice of suspension or termination is not required, even where practicable, save as expressly agreed in an Order Form.

22.3 Effect of Termination

On termination or expiry of a Subscription, Customer's right to access the Service ends, and Sections 8 (Billing), 9.2 (cancellation refund treatment), 16 (Data Use Restrictions), 17 (Export, Retention and Deletion), 23-25 (IP, Customer Data, Feedback), 27 (Confidentiality), 29 (Limitation of Liability), and any other provision which by its nature should survive, will continue to apply.

23. Intellectual Property

23.1 Platform IP

As between the parties, Platform and its licensors own all right, title and interest in and to the Service, the API, the browser extension, the underlying software, and all Output (subject to Section 24), including all associated intellectual property rights. No rights are granted to Customer except the limited license set out in Section 23.2.

23.2 License to Use the Service

Subject to Customer's compliance with these Terms and payment of applicable fees, Platform grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service, and to use Output, for Customer's internal business purposes during the term of its Subscription, subject to Sections 13 and 16.

23.3 Restrictions

Customer must not copy, modify, distribute, sell, lease, sublicense, or create derivative works based on the Service, other than Output generated through Customer's authorized use. Platform's name, logos and trademarks may not be used without Platform's prior written consent, except as permitted under Section 33 (Publicity).

23.4 Database Rights

Platform and/or its licensors own all database rights (including sui generis database rights, where applicable) in the Service's underlying databases. No extraction or re-utilization of a substantial part of the contents of those databases is permitted except through Customer's authorized use of the Service in accordance with these Terms.

24. Customer Data

24.1 Ownership

As between the parties, Customer retains all right, title and interest in and to Customer Data.

24.2 License to Platform

Customer grants Platform a non-exclusive, worldwide, royalty-free license to access, host, process, use, reproduce and otherwise exploit Customer Data solely as necessary to (a) provide, maintain, secure and improve the Service; (b) perform Platform's obligations under these Terms and any Order Form; and (c) comply with applicable law. Platform may also use Customer Data in de-identified or aggregated form that does not identify Customer or any individual, for analytics, benchmarking, and improvement of the Service and Platform's other data products.

24.3 Retention on Termination

Following termination of Customer's Subscription, Platform may retain Customer Data for a reasonable period for backup, legal, audit, and record-keeping purposes, subject to the DPA and Platform's data retention practices described in the Privacy Policy, after which it will be deleted or de-identified in the ordinary course, save where longer retention is required by law.

25. Feedback

If Customer or an Authorized User provides feedback, suggestions, feature requests or similar input regarding the Service ("Feedback"), Customer grants Platform a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, incorporate and exploit such Feedback for any purpose, without restriction, attribution or compensation to Customer, and without any obligation on Platform to implement or respond to such Feedback.

26. Confidentiality

26.1 Definition

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including business, technical, financial and pricing information, and the terms of any Order Form.

26.2 Obligations

Recipient must (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) protect it using at least the same degree of care it uses for its own confidential information of similar nature, and no less than a reasonable standard of care; and (c) not disclose it to third parties except to its Affiliates, employees, contractors and advisors with a need to know, who are bound by confidentiality obligations at least as protective as this Section 26.

26.3 Exclusions

Confidential Information does not include information that (a) is or becomes public through no fault of Recipient; (b) was rightfully known to Recipient before disclosure; (c) is rightfully obtained from a third party without breach of any confidentiality obligation; or (d) is independently developed without reference to the Discloser's Confidential Information.

26.4 Compelled Disclosure

Recipient may disclose Confidential Information to the extent required by law, regulation or court order, provided it gives the Discloser prompt notice (where legally permitted) and reasonable assistance, at Discloser's expense, to seek a protective order or other appropriate remedy.

27. Audit

27.1 Compliance Evidence

Platform reserves the right, on reasonable notice and where it has a legitimate concern (including a suspected breach of the AUP, a third-party complaint, or a legal or regulatory requirement), to request that Customer provide reasonable evidence of its compliant use of the Service, including evidence of lawful basis, consent records, campaign content, or opt-out handling records relevant to the concern raised.

27.2 Enterprise Audit Rights

Full audit rights, including on-site audit rights, are reserved exclusively for Customers with an applicable Order Form that expressly grants such rights, and are exercised in accordance with the frequency, notice, scope and cost-allocation terms set out in that Order Form. No general on-site or full audit right applies to standard self-serve Subscriptions.

28. Warranties and Disclaimers

28.1 Mutual Authority Warranty

Each party represents that it has the legal right and authority to enter into these Terms.

28.2 Disclaimer of Output Warranties

OUTPUT IS PROVIDED "AS IS" AND "AS AVAILABLE." PLATFORM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OUTPUT. PLATFORM DOES NOT WARRANT THAT ANY QUERY WILL RETURN A RESULT, OR THAT ANY RESULT RETURNED WILL BE ACCURATE OR CORRECT. CUSTOMER MUST INDEPENDENTLY VERIFY OUTPUT BEFORE RELYING ON IT FOR ANY PURPOSE, AND IN PARTICULAR BEFORE CONTACTING ANY INDIVIDUAL OR MAKING ANY DECISION BASED ON OUTPUT.

28.3 General Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN APPLICABLE ORDER FORM, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER TO THE EXTENT PROHIBITED BY LAW.

29. Indemnification

29.1 Customer Indemnity

Customer will indemnify, defend and hold harmless Platform and its third-party providers, and their respective officers, directors, employees and agents, from and against any third-party claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's or an Authorized User's use of the Service or Output; (b) Customer's breach of these Terms or the AUP; (c) Customer's violation of applicable law, including Data Protection Laws, telemarketing laws, or anti-spam laws; or (d) Customer Data or other content submitted by Customer.

29.2 Procedure

Platform will provide Customer with prompt notice of any claim subject to indemnification, and Customer will have the right to control the defense and settlement of such claim, provided that Customer will not settle any claim in a manner that admits fault by, or imposes any obligation on, Platform without Platform's prior written consent. Platform may participate in the defense of any such claim, at its own expense, using counsel of its choice.

30. Limitation of Liability

30.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

30.2 Liability Cap

SUBJECT TO SECTION 30.3, PLATFORM'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PLATFORM IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

30.3 Carve-Outs

The exclusions and cap in Sections 30.1 and 30.2 do not apply to: (a) Customer's indemnification obligations under Section 29 and Customer's payment obligations under Section 8; (b) Customer's breach of the AUP, Section 23 (Intellectual Property), or Section 26 (Confidentiality); or (c) liability that cannot be limited or excluded under applicable law, including liability for fraud, willful misconduct, or death or personal injury caused by a party's negligence.

31. Sanctions and Export Control

Customer represents and warrants that it is not, and is not owned or controlled by, and will not permit access to the Service by or for the benefit of, any person, entity, or jurisdiction that is:

• the subject of comprehensive sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, or the United Nations, including, as of the Effective Date, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine; or
• listed on the OFAC Specially Designated Nationals and Blocked Persons List, the EU Consolidated Sanctions List, the UK Consolidated List of Financial Sanctions Targets, or the UN Security Council Consolidated List, or any equivalent restricted-party list.

Customer further represents and warrants that it will not use the Service in violation of applicable sanctions or export-control law. Platform may suspend or terminate access immediately, without liability, where it reasonably believes this Section 31 has been or may be breached.

32. Beta Services

Platform may make Beta Services available to Customer from time to time, at Platform's discretion. Beta Services are provided for evaluation purposes only, "AS IS," without any warranty, SLA, or support commitment of any kind, and may be modified or discontinued at any time without notice or liability. Customer's use of Beta Services is optional and, unless otherwise agreed in an Order Form, is not covered by Section 21 (SLA).

Feedback regarding Beta Services is governed by Section 25 (Feedback). Platform may, at its discretion, incorporate Beta Services into the generally available Service, in which case these Terms will apply to the resulting generally available feature.

33. Open Source Software

The Service may incorporate open source software components, each of which is subject to its own applicable open source license terms. Nothing in these Terms limits Customer's rights, or Platform's obligations, under any applicable open source license to the extent such license terms conflict with, and are required by law to prevail over, these Terms. A list of material open source components used in the Service, and their respective license terms, is available on request.

Except as required by an applicable open source license, the disclaimers, limitations of liability, and other provisions of these Terms apply to Customer's use of any open source component made available as part of the Service.

34. Publicity

Each party grants the other a limited, non-exclusive, revocable right to use the other party's name and logo, in accordance with any trademark usage guidelines the owning party may provide, solely to identify the other party as a customer or provider (as applicable) in marketing materials, customer lists, and website case studies referencing the business relationship. Either party may revoke this right prospectively on written notice, in which case the other party must cease new uses within a commercially reasonable period, without affecting materials already published prior to that notice.

Neither party may issue a joint press release, or make any other public statement about the relationship beyond the limited reference rights above, without the other party's prior written consent.

35. Insurance

Platform does not currently represent or warrant that it maintains any specific type or level of insurance coverage in connection with the Service. Where insurance coverage is required by Customer, the required type and level of coverage, if any, must be separately negotiated and expressly set out in an Order Form.

36. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by an event beyond that party's reasonable control, which could not reasonably have been foreseen, and the effects of which could not reasonably have been avoided or mitigated by that party, including acts of God, natural disaster, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications failures, and failures or withdrawals of third-party providers ("Force Majeure Event").

If a Force Majeure Event is temporary, the affected obligation is suspended for its duration. If a Force Majeure Event continues for more than sixty (60) consecutive days and materially prevents a party's performance, either party may terminate the affected Order Form or Subscription on written notice, without further liability other than for fees and Charges accrued prior to termination.

37. Governing Law

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), are governed by, and construed in accordance with, the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles, save to the extent Section 38 (Arbitration) provides otherwise or applicable mandatory law requires application of a different law (for example, certain mandatory consumer or data-protection provisions of Customer's home jurisdiction, to the extent applicable).

38. Arbitration and Dispute Resolution

38.1 Informal Resolution

Before initiating arbitration, the parties agree to first attempt to resolve any dispute informally by providing written notice of the dispute to the other party and engaging in good-faith negotiations for at least sixty (60) days from the date of that notice.

38.2 Binding Arbitration

Any dispute not resolved informally under Section 38.1 will be resolved by binding, individual arbitration administered by JAMS under its then-current rules, seated in New Castle County, Delaware. The arbitrator will apply the substantive law identified in Section 37. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

38.3 Class Action and Jury Trial Waiver

ARBITRATION UNDER THIS SECTION 38 WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE SUBJECT TO THIS SECTION 38.

38.4 Carve-Outs

Notwithstanding the foregoing, either party may (a) bring an individual action in small-claims court for disputes within that court's jurisdiction, and (b) seek injunctive or other equitable relief in the state or federal courts located in Delaware in connection with actual or threatened infringement of intellectual property rights, breach of confidentiality, or data-security matters, without first complying with Sections 38.1 and 38.2. Such carve-out matters are subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and the parties consent to the personal jurisdiction of those courts for that limited purpose.

38.5 Opt-Out

Customer may opt out of this Section 38 (Arbitration) by sending written notice to privacy@cleon1.com within thirty (30) days of the date Customer first becomes bound by these Terms (or, for existing Customers, within thirty (30) days of the Effective Date of this version of these Terms). If Customer opts out, disputes will instead be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and Sections 38.1-38.4 will not apply.

39. Notices

Notices to Platform must be sent to Seldon Ventures, LLC, 131 Continental Dr Suite 305, Newark, DE 19702, USA, or by email to privacy@cleon1.com, with a copy to florian@cleon1.com for notices relating to Data Protection Laws. Notices to Customer will be sent to the email address or address associated with Customer's Account or as specified in the applicable Order Form. Notices are deemed received (a) when sent by email, on the business day after transmission, provided no bounce-back or delivery failure notice is received, or (b) when sent by courier or registered post, on confirmed delivery.

40. Miscellaneous

40.1 Assignment

Customer may not assign or transfer these Terms, in whole or in part, without Platform's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee is not a direct competitor of Platform. Platform may assign these Terms freely, including to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of assets.

40.2 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

40.3 No Third-Party Beneficiaries

Except as expressly stated with respect to Platform's third-party providers in Sections 20 and 29, these Terms do not confer any rights or remedies on any third party.

40.4 Waiver; Severability

No failure or delay by either party in exercising any right under these Terms will operate as a waiver of that right. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

40.5 Modifications to These Terms

Platform may update these Terms from time to time. Platform will provide notice of material changes by posting the updated Terms at https://cleon1.com and/or notifying Customer via the Service or by email, with the "Last updated" date revised accordingly. Continued use of the Service after the updated Terms take effect constitutes acceptance; if Customer does not agree to the updated Terms, its sole remedy is to stop using the Service and terminate its Subscription in accordance with Section 9.

41. Survival

Sections 2 (Definitions), 7.4 (Credits - non-refundability), 8 (Billing, to the extent of accrued and unpaid amounts), 13 (Prohibited Uses), 14 (Customer Compliance), 15-18 (Privacy and Data Protection; Data Use Restrictions; Export, Retention and Deletion; Data Subject Requests), 22.3 (Effect of Termination), 23 (Intellectual Property), 24 (Customer Data), 25 (Feedback), 26 (Confidentiality), 28 (Warranties and Disclaimers), 29 (Indemnification), 30 (Limitation of Liability), 31 (Sanctions and Export Control), 37 (Governing Law), 38 (Arbitration and Dispute Resolution), 39 (Notices), this Section 41 (Survival), and Section 42 (Entire Agreement) survive termination or expiry of these Terms or any Subscription for any reason.

42. Entire Agreement

These Terms, together with any applicable Order Form, the Privacy Policy, the Cookie Policy, and the DPA, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, or representations, written or oral, regarding the Service. Except as set out in Section 6 (Order Forms) regarding order of precedence, no other document, course of dealing, or trade usage will modify these Terms unless made in a written amendment signed by both parties or, for standard self-serve Customers, posted by Platform in accordance with Section 40.5.

Contact Information

• General support: Website chat
• Privacy inquiries: privacy@cleon1.com
• Data Protection Officer: florian@cleon1.com
• Website: https://cleon1.com
• Web application: https://app.cleon1.com and https://cleon1.com
• Registered office: 131 Continental Dr Suite 305, Newark, DE 19702, USA