Terms and Conditions

Last updated: April 30, 2026

These Terms and Conditions ("Agreement") govern your access to and use of the Clione.AI platform, including the Clione Dashboard, API, Clione Embed widget, and AI-powered enrichment services (collectively, the "Platform"), operated by RED FOREST USA LLC ("Clione.AI," "we," "us," or "our"), a limited liability company registered in Florida, United States.

By subscribing to, accessing, or using the Platform, you ("Client," "you," or "your") agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

1. Definitions

• "Platform": the Clione.AI software-as-a-service platform, including the Dashboard web application, the Clione API, the Clione Embed JavaScript widget (embed.js), and all associated enrichment and optimization services.
• "Client Data": all data that you provide to or make accessible through the Platform, including but not limited to ecommerce catalog data (products, categories, pages), SEO metadata, images, and any other content from your connected stores.
• "Enriched Content": content generated or modified by the Platform's AI-powered enrichment services based on your Client Data, including optimized titles, descriptions, meta tags, and structured data.
• "Connected Store": an ecommerce store (e.g., BigCommerce, Shopify) that you have authorized the Platform to access via API.

2. Service Description

Clione.AI is a SaaS platform for ecommerce SEO optimization and AI commerce readiness. The Platform:

• Connects to your ecommerce store(s) through authorized API integrations
• Synchronizes and analyzes product, category, and page data from your Connected Stores
• Generates AI-enriched SEO content (titles, descriptions, meta tags, structured data) using artificial intelligence
• Provides a Dashboard for reviewing, editing, and approving enriched content
• Propagates approved, optimized content back to your Connected Store(s) via API
• Offers an embeddable JavaScript widget (embed.js) for on-site functionality
• Provides API access for programmatic integration

3. Account Registration and Responsibilities

3.1 Account Creation

To use the Platform, you must create an account with accurate and complete information. You agree to keep your account information up to date.

3.2 Credentials and Security

You are responsible for:

• Maintaining the confidentiality of your account credentials and API keys
• All activity that occurs under your account, whether or not authorized by you
• Ensuring that only authorized personnel within your organization access the Platform
• Promptly notifying us at hola@clione.ai of any suspected unauthorized access

3.3 Store Connections

When you connect a store to the Platform, you represent and warrant that:

• You are authorized to grant the Platform access to that store's data
• You have obtained any necessary consents from your customers or data subjects, as applicable
• The API credentials you provide are valid and have appropriate permissions

4. Use of the Platform

4.1 Permitted Use

You may use the Platform solely for your internal business purposes in connection with managing and optimizing the SEO and content of your own ecommerce stores.

4.2 Restrictions

You agree not to:

• Sublicense, resell, or provide the Platform to third parties without our written consent
• Use the Platform to process data for stores you do not own or are not authorized to manage
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any part of the Platform
• Circumvent or attempt to circumvent any usage limits, security measures, or access controls
• Use the Platform in any way that violates applicable laws or regulations
• Introduce malicious code, interfere with the Platform's operation, or compromise its security
• Scrape, copy, or extract the Platform's proprietary algorithms, models, or databases

5. Data Processing and GDPR Compliance

5.1 Roles and Responsibilities

With respect to any personal data contained within Client Data:

• You are the Data Controller: you determine the purposes and means of processing personal data within your store data.
• Clione.AI is the Data Processor: we process personal data contained in Client Data solely on your behalf and in accordance with your instructions, as set out in this Agreement and the Data Processing Agreement below.

5.2 Data Processing Agreement (DPA)

The following provisions constitute a Data Processing Agreement in accordance with Article 28 of the GDPR:

#### 5.2.1 Subject Matter and Duration

The subject matter of processing is the provision of the Platform services described in this Agreement. Processing will continue for the duration of this Agreement.

#### 5.2.2 Nature and Purpose of Processing

We process Client Data (which may include personal data of your customers, such as names associated with product reviews) for the purpose of providing SEO optimization, content enrichment, and related Platform services.

#### 5.2.3 Types of Personal Data

Personal data processed may include: names, email addresses (where present in store data), and any other personal data contained in product, category, or page content synced from your Connected Stores.

#### 5.2.4 Categories of Data Subjects

Data subjects may include your end customers, website visitors, and any individuals whose data appears in your store content.

#### 5.2.5 Obligations of Clione.AI as Processor

We shall:

• Process personal data only on your documented instructions, including with respect to transfers outside the EEA, unless required by applicable law
• Ensure that persons authorized to process the personal data have committed themselves to confidentiality
• Implement appropriate technical and organizational security measures
• Not engage sub-processors without your prior general written authorization (you hereby grant general authorization; we will notify you of any intended changes to sub-processors, and you may object within 14 days)
• Assist you, taking into account the nature of processing, in responding to data subject requests
• Assist you in ensuring compliance with your obligations regarding data security, breach notification, data protection impact assessments, and prior consultation with supervisory authorities
• At your choice, delete or return all personal data upon termination of services, and delete existing copies unless storage is required by applicable law
• Make available to you all information necessary to demonstrate compliance with Article 28 obligations and allow for and contribute to audits and inspections

#### 5.2.6 Sub-Processors

We use the following categories of sub-processors:

• Cloud hosting providers (Koyeb)
• AI processing providers (OpenAI, Anthropic) — Client Data may be sent to these providers for content enrichment purposes
• Email and communication tools (Google Workspace)

A current list of sub-processors is available upon request. We will notify you of any changes to sub-processors at least 14 days in advance.

#### 5.2.7 International Transfers

Where personal data is transferred outside the EEA, we ensure that appropriate safeguards are in place, including Standard Contractual Clauses approved by the European Commission.

#### 5.2.8 Data Breach Notification

We will notify you without undue delay (and in any event within 72 hours) after becoming aware of a personal data breach affecting Client Data, providing the information required under Article 33(3) of the GDPR to the extent available.

6. Service Levels and Availability

6.1 Reasonable Efforts

We will use commercially reasonable efforts to make the Platform available and operational. As an early-stage platform, we do not currently offer a formal Service Level Agreement (SLA) with guaranteed uptime commitments.

6.2 Maintenance and Downtime

We may perform scheduled maintenance that temporarily affects Platform availability. Where practical, we will provide advance notice of planned maintenance. We are not liable for any downtime, interruptions, or performance issues.

6.3 Support

We will provide reasonable support via email at hola@clione.ai. Response times are on a best-effort basis.

7. Intellectual Property

7.1 Platform Ownership

The Platform, including all software, algorithms, models, user interfaces, documentation, and associated intellectual property, is and remains the exclusive property of RED FOREST USA LLC. Nothing in this Agreement transfers ownership of the Platform or any part of it to you.

7.2 Client Data Ownership

You retain all ownership rights in your Client Data. By using the Platform, you grant us a limited, non-exclusive license to access, process, store, and transmit your Client Data solely for the purpose of providing the Platform services.

7.3 Enriched Content

Enriched Content generated by the Platform is licensed to you for your unrestricted use in connection with your ecommerce stores. You may use, modify, publish, and distribute Enriched Content as you see fit. We retain no ownership claim over Enriched Content once it is delivered to you, except that we retain ownership of the underlying algorithms, models, and processes used to generate it.

7.4 Aggregated Data

We may use anonymized and aggregated data derived from Platform usage (which does not identify you or your customers) to improve the Platform, conduct research, and develop new features.

8. Pricing and Payment

8.1 Beta and Custom Pricing

During the current beta and early-access phase, pricing is determined on a custom basis. We will communicate applicable fees, billing terms, and payment schedules to you separately before any charges apply.

8.2 Payment Processing

We do not collect or store credit card information directly. Payment processing, when applicable, will be handled through Stripe or a similar PCI-compliant payment processor, subject to their own terms of service.

8.3 Changes to Pricing

We will provide at least 30 days' notice of any changes to pricing that apply to your account. You may terminate this Agreement if you do not accept the new pricing.

9. Term and Termination

9.1 Term

This Agreement is effective from the date you first access or use the Platform and continues until terminated by either party.

9.2 Termination by Either Party

Either party may terminate this Agreement for any reason by providing 30 days' written notice to the other party via email.

9.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure the breach within 15 days of receiving written notice
• Becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business

9.4 Effect of Termination

Upon termination:

• Your right to access and use the Platform ceases immediately
• We will make your Client Data available for export for a period of 30 days following the effective date of termination
• After the 30-day export period, we will delete your Client Data from our systems within 30 days, unless retention is required by applicable law
• You must cease using any Clione.AI API keys, embed codes, or other Platform components

9.5 Survival

Sections relating to intellectual property, limitation of liability, indemnification, governing law, and any accrued payment obligations shall survive termination.

10. Disclaimers

10.1 No Guaranteed Results

The Platform provides SEO optimization tools and AI-generated content recommendations. We do not guarantee any specific SEO outcomes, search engine rankings, traffic increases, or revenue improvements. Search engine algorithms are controlled by third parties and are beyond our control.

10.2 AI-Generated Content

Enriched Content is generated using artificial intelligence and should be reviewed by you before publication. We do not warrant that AI-generated content will be error-free, accurate, complete, or suitable for any particular purpose.

10.3 As-Is Basis

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR RELIABILITY.

11. Limitation of Liability

11.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF RED FOREST USA LLC FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND EUROS (EUR 1,000), WHICHEVER IS GREATER.

11.3 Exceptions

Nothing in this Agreement limits liability for fraud, willful misconduct, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.

12. Indemnification

12.1 By Client

You agree to indemnify, defend, and hold harmless RED FOREST USA LLC and its directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your use of the Platform in violation of this Agreement
• Your Client Data, including any claim that it infringes third-party rights
• Your breach of any representation or warranty in this Agreement

12.2 By Clione.AI

We will indemnify and hold you harmless from any third-party claim that the Platform itself infringes that third party's intellectual property rights, provided that you promptly notify us of the claim and cooperate in its defense.

13. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with this Agreement ("Confidential Information"), and to use it only for the purposes of performing under this Agreement. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

14. Modifications to the Agreement

We may update this Agreement from time to time. When we make material changes, we will notify you by email or through the Platform at least 30 days before the changes take effect. Your continued use of the Platform after the changes take effect constitutes acceptance of the updated Agreement. If you do not agree to the changes, you may terminate this Agreement in accordance with Section 9.

15. Governing Law and Dispute Resolution

15.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions.

15.2 Jurisdiction

Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of Broward County, Florida, United States.

15.3 Good Faith Resolution

Before initiating formal legal proceedings, both parties agree to attempt to resolve any dispute through good faith negotiations for a period of at least 30 days.

16. General Provisions

16.1 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16.2 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

16.3 Assignment

You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of our assets.

16.4 Entire Agreement

This Agreement, together with our Privacy Policy and any applicable order forms or service schedules, constitutes the entire agreement between you and RED FOREST USA LLC regarding the Platform and supersedes any prior agreements or understandings.

16.5 Notices

Notices under this Agreement shall be sent by email: to us at hola@clione.ai, and to you at the email address associated with your account.

17. Contact Us

If you have any questions about this Agreement, please contact us:

RED FOREST USA LLC (Clione.AI)

2800 Glades Cir Suite 103, Weston, FL 33327, United States

Email: hola@clione.ai

Website: https://clione.ai