Terms of Service

Introduction

Welcome to Claiv. These Terms of Service ("Terms," "Agreement") govern your access to and use of claiv.io (the "Platform," "Service," "Services") and any related services provided by Claiv ("we," "us," or "our").

PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR PLATFORM. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICE.

1. Acceptance of Terms

1.1 Binding Agreement

By creating an account, accessing the Platform, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by:

• These Terms of Service
• Our Privacy Policy
• Our Cookie Policy
• Any additional terms applicable to specific features or services

1.2 Eligibility

To use our Services, you must:

• Be at least 16 years old (or the age of majority in your jurisdiction, whichever is higher)
• Have the legal capacity to enter into a binding contract
• Not be prohibited from using the Service under applicable laws
• Provide accurate and complete registration information
• Not have been previously suspended or banned from the Service

1.3 Business Use

If you are using the Service on behalf of a business, organization, or other entity:

• You represent that you have the authority to bind that entity to these Terms
• "You" and "your" refer to both you as an individual and the entity you represent
• The entity agrees to be bound by these Terms

1.4 Changes to Terms

We reserve the right to modify these Terms at any time. When we make material changes:

• We will notify you via email and/or prominent notice on the Platform at least 30 days before the changes take effect
• The "Last Updated" date at the top of these Terms will be revised
• Continued use of the Service after changes take effect constitutes acceptance of the modified Terms

If you do not agree to the modified Terms, you must stop using the Service and may delete your account.

2. Description of Service

2.1 AI Advisory Platform

Claiv provides an AI-powered business advisory platform featuring:

• A coordinated system of specialist AI agents covering strategy, marketing, sales, finance, product development, operations, and other business functions
• A "Chief of Staff" AI orchestrator that routes questions to relevant specialist agents
• Persistent business context and memory across conversations
• Internet-enabled agents for real-time research and competitor analysis (select agents)
• Advisory Token-based usage system
• Workspace and team collaboration features (on applicable plans)

2.2 Service Modifications

We reserve the right to:

• Modify, suspend, or discontinue any feature of the Service at any time
• Change pricing, plans, or token allocation structures with 30 days' notice to existing subscribers
• Implement new features or services with or without additional charges
• Update AI models, agent capabilities, or coordination technology

2.3 Beta Features

We may offer beta, experimental, or preview features ("Beta Features"):

• Beta Features are provided "as is" and may not function as intended
• We may discontinue Beta Features at any time without notice
• Your use of Beta Features is at your own risk
• Feedback on Beta Features may be used to improve the Service

3. User Accounts

3.1 Account Creation

To access the Service, you must create an account by providing:

• A valid email address
• A secure password
• Your full name
• Business information (optional but recommended for personalized advice)

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately at support@claiv.io of any unauthorized access or security breach
• Using a strong, unique password for your account

We will never ask for your password via email or phone. Any request for your password is fraudulent and should be reported immediately.

3.3 Account Accuracy

You agree to:

• Provide accurate, current, and complete account information
• Update your account information promptly when it changes
• Not create an account using false or misleading information
• Not create multiple accounts to circumvent Service limitations

3.4 Account Transfer

You may not:

• Transfer or sell your account to another person or entity
• Share your account credentials with others
• Allow others to access your account except through authorized team features (on applicable plans)

4. Advisory Tokens and Billing

4.1 Advisory Token System

Our Service operates on an Advisory Token system:

• Tokens are consumed when you interact with AI agents based on the length and complexity of conversations
• Each subscription plan includes a monthly token allocation (see Pricing page for current allocations)
• Token consumption varies based on conversation length, number of agents consulted, and depth of analysis
• Real-time token balance is displayed in your account dashboard

4.2 Subscription Plans

We offer the following subscription tiers (subject to change with notice):

Free Plan:

• Limited monthly token allocation
• Access to select agents
• Direct conversation mode only
• Community support

Paid Plans:

• Increased token allocations
• Access to all specialist agents
• Advanced conversation modes (Coordinated, Deep)
• Internet-enabled agents (select agents)
• Priority support
• Team workspaces (on Team/Growth plans)
• Memory system features (on applicable plans)

4.3 Token Rollover and Expiration

Important Token Rules:

• Unused tokens do NOT roll over to the next billing cycle
• Tokens reset to your plan allocation at the start of each billing period
• Tokens expire at the end of each billing cycle
• Additional purchased tokens expire 30 days after purchase

4.4 Additional Tokens

If you exceed your monthly token allocation:

• You will be notified when you reach 80% and 100% of your allocation
• You can purchase additional token packages at our then-current rates
• Additional tokens must be used within 30 days of purchase
• You may upgrade to a higher plan for increased allocation

4.5 Billing and Payment

Payment Processing:

• All payments are processed securely through Stripe, our third-party payment processor
• We do not store your full credit card information
• Stripe's terms and privacy policy apply to all payment transactions

Subscription Billing:

• Paid plans are billed on a monthly basis
• Billing occurs on the same day each month as your initial subscription
• You authorize us to charge your payment method automatically each billing cycle
• Prices are stated in GBP (£) unless otherwise specified

Payment Failures:

• If a payment fails, we will attempt to process it again
• You will be notified of payment failures via email
• If payment cannot be processed after 7 days, your account may be downgraded to the Free plan
• You remain responsible for unpaid fees

Price Changes:

• We may change pricing with 30 days' notice to existing subscribers
• Price changes will not affect your current billing cycle
• You will be charged the new price starting from your next billing cycle
• You may cancel before the new price takes effect

4.6 Taxes

All prices are exclusive of applicable taxes (VAT, sales tax, etc.) unless stated otherwise. You are responsible for paying all applicable taxes associated with your use of the Service.

4.7 Currency

Prices are displayed in British Pounds (GBP). If you are billed in a different currency, the conversion rate will be determined by Stripe and your payment provider.

5. Refund and Cancellation Policy

5.1 No Refunds (General Policy)

All purchases are final and non-refundable, subject to the exceptions below and applicable consumer protection laws.

Rationale: We offer a generous Free Plan that allows you to fully experience Claiv and evaluate whether it meets your needs before committing to a paid subscription. We strongly encourage all users to take advantage of the Free Plan before upgrading.

5.2 UK and EU Consumer Rights

UK/EU Users: Notwithstanding Section 5.1, you have certain statutory cancellation rights under the UK Consumer Contracts Regulations and EU Consumer Rights Directive:

14-Day Cooling-Off Period:

• You have 14 days from the date of purchase to cancel your subscription for a full refund
• This right applies to your initial subscription purchase
• To exercise this right, contact us at support@claiv.io with "Cancellation Request" in the subject line

Waiver of Cooling-Off Period:

• By using the Service immediately after purchase, you acknowledge that you are requesting immediate performance
• You waive your right to cancel if you consume your entire monthly token allocation within the 14-day period

Faulty Service:

• If the Service is faulty or not as described, you may be entitled to a refund under consumer protection laws
• Contact support@claiv.io to report issues

5.3 Subscription Cancellation

How to Cancel:

• You may cancel your subscription at any time through your account settings
• Or by contacting support@claiv.io with "Cancel Subscription" in the subject line

Effect of Cancellation:

• Your subscription will remain active until the end of the current billing period
• You will not be charged for subsequent billing periods
• You retain access to paid features until the end of the paid period
• Unused tokens are forfeited upon cancellation
• No refunds will be provided for partial billing periods (except as required by law)

Account After Cancellation:

• Your account will be downgraded to the Free Plan at the end of the billing period
• Your data and conversation history will be retained according to our data retention policy
• You may re-subscribe at any time

5.4 Refund Exceptions

We may provide refunds in the following exceptional circumstances, at our sole discretion:

• Prolonged service outages or technical failures that prevent use of the Service
• Billing errors or duplicate charges
• Fraudulent charges reported within 30 days
• As required by applicable consumer protection laws

To Request a Refund:

Contact support@claiv.io with subject line "Refund Request", your account email, reason for the refund request, and any supporting documentation. We will respond within 5 business days and process approved refunds within 10 business days.

5.5 Chargebacks

Please contact us first before initiating a chargeback with your payment provider. Unauthorized chargebacks may result in:

• Immediate account suspension
• Termination of Service access
• Reporting to fraud prevention services
• Legal action to recover costs

If you have a billing dispute, we are committed to resolving it directly with you.

6. Acceptable Use Policy

6.1 Prohibited Uses

You agree NOT to use the Service to:

Illegal Activities:

• Violate any applicable laws, regulations, or third-party rights
• Engage in fraud, money laundering, or other financial crimes
• Facilitate or promote illegal activities

Harmful Content:

• Generate, distribute, or request content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
• Create content that promotes violence, hatred, or discrimination against individuals or groups
• Generate child sexual abuse material (CSAM) or child exploitation content
• Produce content that violates intellectual property rights

Abuse and Misuse:

• Attempt to gain unauthorized access to the Service or other users' accounts
• Interfere with or disrupt the Service or servers/networks connected to the Service
• Probe, scan, or test the vulnerability of any system or network
• Bypass any measures we use to prevent or restrict access to the Service
• Use automated systems (bots, scrapers) to access the Service without authorization
• Reverse engineer, decompile, or attempt to extract source code from the Service

Deceptive Practices:

• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Use the Service to create misleading, fraudulent, or deceptive content
• Generate fake reviews, testimonials, or endorsements
• Manipulate AI agents to produce harmful or prohibited content

Competitive Use:

• Use the Service to build a competing product or service
• Benchmark the Service for competitive purposes without written permission
• Copy, modify, or create derivative works based on the Service

6.2 Enforcement

We reserve the right to:

• Monitor use of the Service for compliance with these Terms
• Investigate suspected violations
• Remove or disable access to content that violates these Terms
• Suspend or terminate accounts that violate these Terms
• Report illegal activities to law enforcement authorities
• Cooperate with legal investigations

6.3 Reporting Violations

If you become aware of any violations of these Terms, please report them to support@claiv.io with "Terms Violation Report" in the subject line.

7. AI-Generated Content and Limitations

7.1 Nature of AI Advice

7.2 AI Limitations and Risks

You acknowledge that AI systems, including Claiv:

May Produce Inaccurate Information ("Hallucinations"):

• AI models may generate plausible-sounding but factually incorrect information
• AI responses may reference non-existent sources, data, or legal provisions
• Always verify critical information with authoritative sources

May Provide Biased or Inappropriate Content:

• AI models may reflect biases present in training data
• AI responses may not account for cultural, regional, or personal contexts
• AI may generate content that is offensive, insensitive, or inappropriate

Have Limited Context and Understanding:

• AI does not understand your full business context unless explicitly provided
• AI cannot account for factors you have not disclosed
• AI does not have access to confidential information unless you provide it

Are Not Human Substitutes:

• AI cannot replace human judgment, expertise, or professional advice
• AI lacks empathy, intuition, and real-world experience
• Complex or high-stakes decisions require human expert consultation

7.3 No Professional Relationship

Use of the Service does not create any professional relationship, including:

• Attorney-client relationship
• Financial advisor-client relationship
• Accountant-client relationship
• Consultant-client relationship

For Professional Advice: Consult with qualified licensed professionals (lawyers, accountants, financial advisors, etc.) before making important business decisions.

7.4 Internet-Enabled Agents

Some AI agents have internet access to conduct real-time research:

• Web Research: Agents may search the web and retrieve publicly available information
• Competitor Analysis: Agents may analyze competitor websites and public data
• Accuracy: Information retrieved from the internet may be inaccurate, outdated, or incomplete
• Verification Required: You must verify all internet-sourced information independently

We are not responsible for the accuracy or reliability of information retrieved from external sources.

7.5 User Responsibility

You agree to:

• Verify all AI-generated advice with qualified professionals before taking action
• Exercise independent judgment in all business decisions
• Not rely solely on AI advice for critical, high-stakes, or legally significant decisions
• Consult professionals for legal, financial, tax, regulatory, and other specialized matters
• Provide accurate context to AI agents to improve response quality

8. Intellectual Property Rights

8.1 Claiv's Intellectual Property

We (or our licensors) own all right, title, and interest in and to the Service, including:

• The Platform, software, and technology
• AI models, algorithms, and coordination systems
• Agent personas, prompts, and frameworks
• Trademarks, logos, and branding
• All improvements, modifications, and derivative works

Your Use License:

• We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms
• You may not copy, modify, distribute, sell, or lease any part of the Service
• You may not reverse engineer or attempt to extract source code from the Service

8.2 User Content Ownership

You retain ownership of all content and data you provide to Claiv, including:

• Business information and context
• Questions and prompts submitted to AI agents
• Uploaded documents and files
• Workspace content and configurations

User Content License to Claiv:

You grant us a worldwide, non-exclusive, royalty-free license to:

• Use, process, and store your content to provide the Service
• Generate AI responses based on your content
• Maintain your business context across conversations
• Create backups for data security and disaster recovery
• Use aggregated, anonymized data for Service improvement and research

Important: This license is limited to providing the Service and does not grant us ownership of your content.

8.3 AI-Generated Content Ownership

Outputs You Receive:

• You own the AI-generated advice, recommendations, and content produced specifically for you during your use of the Service ("Outputs")
• Subject to these Terms and our rights in the underlying AI technology, you may use Outputs for your business purposes

Limitations:

• Ownership of Outputs does not include ownership of the AI models, prompts, or underlying technology
• You may not use Outputs to create competing AI advisory services
• Outputs may not be unique (similar advice may be generated for other users with similar questions)

8.4 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about the Service ("Feedback"):

• We may use Feedback without any obligation to you
• You grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate Feedback
• We are not obligated to implement or acknowledge Feedback

9. Data Privacy and Security

9.1 Privacy Policy

Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using the Service, you consent to our data practices as described in the Privacy Policy.

9.2 Data Security

We implement appropriate technical and organizational security measures to protect your data, including:

• Encryption in transit (TLS/SSL) and at rest
• Secure authentication and access controls
• Regular security audits and vulnerability assessments
• Incident response and breach notification procedures

Security Limitations: While we employ industry-standard security measures, no system is completely secure. We cannot guarantee the absolute security of your data.

9.3 Data Breaches

In the event of a data breach affecting your personal information:

• We will notify you within 72 hours of discovering the breach (as required by GDPR)
• We will provide details about the nature and scope of the breach
• We will take appropriate steps to mitigate harm and prevent future breaches
• We will notify relevant regulatory authorities as required by law

Your Responsibility: You must promptly notify us of any suspected security breach at support@claiv.io.

9.4 Data Retention and Deletion

Active Accounts:

We retain your data for as long as your account is active.

Account Deletion:

• When you delete your account, we delete your personal data within 30 days
• Billing records may be retained for up to 7 years for legal and tax compliance

Data Portability:

You may request an export of your data at any time (see Privacy Policy for details).

10. Third-Party Services and Integrations

10.1 Third-Party Service Providers

We use third-party service providers to deliver the Service, including:

• Anthropic - AI model provider
• Clerk - Authentication and user management
• Stripe - Payment processing
• Neon - Database hosting
• Replit - Application hosting
• Google Analytics - Usage analytics

Third-Party Terms: Your use of the Service is also subject to the terms and privacy policies of these third-party providers.

10.2 Third-Party Content and Links

The Service may contain links to third-party websites, resources, or services:

• We do not control or endorse third-party content
• We are not responsible for the accuracy, legality, or appropriateness of third-party content
• Your use of third-party services is at your own risk
• Third-party terms and privacy policies apply

11. Disclaimer of Warranties

12. Limitation of Liability

13. Indemnification

You agree to indemnify, defend, and hold harmless Claiv and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service
• Your violation of these Terms
• Your violation of any applicable laws or third-party rights
• Your content or data provided to the Service
• Business decisions made based on AI-generated advice

14. Termination

14.1 Termination by You

You may terminate your account at any time by:

• Using the account deletion feature in your account settings
• Contacting us at support@claiv.io with "Account Deletion" in the subject line

14.2 Termination by Claiv

We may suspend or terminate your account at any time, with or without cause, including for:

• Violation of these Terms or any applicable policies
• Suspected fraudulent, abusive, or illegal activity
• Non-payment of fees
• Requests by law enforcement or government agencies
• Discontinuation of the Service
• Extended periods of inactivity

14.3 Effect of Termination

Upon termination:

• Your right to access the Service ends immediately
• Unused tokens are forfeited without refund
• Your data will be deleted according to our data retention policy
• Provisions that by their nature should survive termination will continue in effect (including intellectual property, limitation of liability, indemnification, and dispute resolution)

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

15.2 Dispute Resolution

Before initiating formal legal proceedings, you agree to first attempt to resolve any dispute informally by contacting us at support@claiv.io. We will attempt to resolve the dispute within 30 days.

15.3 Jurisdiction

If informal resolution fails, you agree to submit to the exclusive jurisdiction of the courts of England and Wales.

15.4 Consumer Rights

UK/EU Consumers: Nothing in these Terms affects your statutory rights as a consumer. You may bring legal proceedings in your country of residence if consumer protection laws so provide.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and Claiv regarding the Service and supersede all prior agreements.

16.2 Severability

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

16.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

16.4 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign our rights and obligations without restriction.

16.5 Force Majeure

We will not be liable for any failure or delay in performing our obligations caused by circumstances beyond our reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, or strikes.

16.6 Notices

All notices to Claiv should be sent to:

• Email: support@claiv.io
• Subject Line: "Legal Notice"

We may send notices to you via email to the address associated with your account.

17. Contact Information

For questions, concerns, or notices related to these Terms or the Service:

General Inquiries:

• Email: support@claiv.io
• Response Time: Within 5 business days

Legal Notices:

• Email: support@claiv.io
• Subject Line: "Legal Notice"

Privacy and Data Protection:

• Email: support@claiv.io
• Subject Line: "Privacy Inquiry" or "Data Protection Request"

Billing and Payments:

• Email: support@claiv.io
• Subject Line: "Billing Inquiry"

We aim to respond to all inquiries within 5 business days.