Terms of Service

Effective Date: September 14, 2025

Note: These Terms of Service (the "Terms") govern your use of the Clivio application, website, and related services ("Clivio" or the "Service"). By creating an account or using Clivio, you agree to be bound by these Terms, as well as our Privacy Policy above. If you are accessing or using Clivio on behalf of a company or other entity, you represent that you have authority to bind that entity to these Terms. If you do not agree with these Terms, you must not use the Service.

1. Agreement

By using Clivio, you enter into a legal agreement with us and accept all the terms and conditions herein. These Terms apply to all visitors, users, and others who access the Service. If you do not agree to any part of these Terms, please do not use Clivio. We reserve the right to refuse service, terminate accounts, or limit access in our discretion if a user violates these Terms.

2. Our Services

Clivio is a Software-as-a-Service (SaaS) platform that provides:

• Cloud Document Storage: Secure storage for your documents and files, accessible from anywhere via the internet.
• AI-Powered Search and Productivity Tools: Advanced search functionality (including AI-driven semantic search) that helps you find information in your documents quickly, as well as other productivity features like automated reminders or content generation using AI.
• Integration and Collaboration: Where applicable, tools to organize your data (folders, tags) and share or collaborate on content (if such features are provided – currently, Clivio is primarily for personal use, and any sharing features will be clearly described).

We continuously improve our services. New features may be added periodically, or modifications made to existing ones. All new features that enhance or modify the current Service shall also be subject to these Terms.

Please note that Clivio is provided online (no physical product is shipped), and you require an internet connection and compatible devices to access it. We are not responsible for any third-party fees (such as internet or mobile data charges) you incur while using Clivio.

3. Accounts and Eligibility

Age Requirement: You must be at least 16 years old to create a Clivio account and use the Service. By registering, you affirm that you are 16 or older. If we discover that a user is under 16, we will terminate the account. (For more details, see Children's Privacy in our Privacy Policy above.)

Account Information: When you sign up, you agree to provide accurate and complete information (such as your name and a valid email). You are responsible for keeping this information up-to-date. The account is for your personal or internal business use only, and you must not share your login credentials with others outside your organization.

Account Security: You are responsible for maintaining the confidentiality of your account login credentials (username and password). You must notify us immediately at contact@clivio.app if you suspect any unauthorized use of your account or any breach of security. Clivio will not be liable for any loss or damage arising from your failure to safeguard your account. We may ask you to change your password if we believe your account is no longer secure.

Account Use: You agree to use your account only for lawful purposes and in accordance with these Terms. Each user should have their own account. If you are an organization, you may have multiple authorized users under your enterprise plan, but each user should still have individual credentials. You must not use someone else's account without permission.

Multiple Accounts: You should not create multiple accounts to bypass restrictions or limitations on our Service. If you have both a free account and a paid account, ensure they are used in accordance with their respective plan limits and not for abusive purposes. We reserve the right to merge or close duplicate accounts that violate these terms.

4. Subscriptions & Payments

Clivio is offered under different subscription plans, including a Free plan and paid plans such as Pro or Business (with monthly or annual billing options). By subscribing to a paid plan, you agree to the following payment terms:

Billing: Paid subscriptions are billed in advance on a recurring monthly or annual basis (depending on the plan you choose). You will be charged through our secure payment processor, Stripe. The price, currency, and billing interval are indicated at the time of purchase.

Auto-Renewal: Subscriptions automatically renew at the end of each billing cycle (monthly subscriptions renew each month; annual subscriptions renew each year) at the then-current price, unless you cancel beforehand. We will charge the same payment method on file for the renewal. By entering into this agreement, you authorize us to charge your payment method for the renewal of your subscription.

Price Changes: We may change subscription fees for future subscription periods. If the price changes, we will notify you in advance (for example, by email or via the service) and provide you the opportunity to cancel if you do not agree to the new price. Price changes will not retroactively affect your current paid period; they would apply at the next renewal.

Cancellation: You can cancel your subscription at any time. If you cancel, your subscription will not auto-renew, and you will continue to have access to the paid features until the end of your current paid term (ongoing month or year). After that, your account may be downgraded to the Free plan (with limited features) unless you delete your account entirely. We make it easy to cancel: you can do so from your account settings on our website, with just a few clicks, at no additional cost. You may also contact our support to assist with cancellation. There are no long-term commitments—all plans are without commitment, meaning you are not locked in and will not be charged after canceling (provided you cancel before the next renewal date).

No Refunds (Except as Required by Law): Payments are non-refundable, meaning if you cancel in the middle of a billing period, we do not typically provide prorated refunds for the remaining time. However, there are a few exceptions: (a) if a refund is required by law in certain cases (see Right of Withdrawal in the Terms of Sale section for EU consumer refunds within 14 days), we will comply with the law; (b) we may consider refund requests on a case-by-case basis in extenuating circumstances (e.g., accidental double billing, or if a technical issue on our side made the service unavailable for an extended period). Any such refunds or credits are at our sole discretion.

Payment Failures: It is your responsibility to ensure your payment information is accurate and up-to-date. If a payment fails (e.g., credit card expiration or insufficient funds), we will attempt to notify you and retry billing. If payment remains unsuccessful, we may downgrade or suspend your access to paid features. You agree to promptly update your billing details if necessary.

Upgrades and Downgrades: You can choose to upgrade your plan (e.g., from Free to Pro, or Pro to Business) or downgrade (e.g., Pro to Free) at any time. Upgrades take effect immediately; you will be charged a prorated amount for the new plan, and your billing date may reset. Downgrades take effect at the next renewal to avoid losing access mid-term, unless we offer an immediate downgrade option. Note that downgrading may result in loss of features or capacity (for example, reduced storage limit), so ensure your content fits the new plan's limits to avoid disruption.

Taxes: Our prices do not include any applicable taxes unless indicated. If any authority imposes a duty, tax (e.g., VAT, sales tax), or fee, you agree to pay that amount or supply exemption documentation. For customers in the EU, if VAT is applicable, it will be added at checkout according to the country's rate, unless you provide a valid VAT ID for reverse charge. (For French customers: Clivio is operated by a micro-entrepreneur and is not currently subject to VAT under Article 293 B of the CGI, meaning no VAT is charged on our subscriptions.)

5. User Content

Your Ownership: You retain full ownership of all documents, files, and content ("User Content") you upload or create on Clivio. These Terms do not give us any rights to your content except for the limited rights that enable us to provide the Service.

License to Clivio: In order to operate the Service, you grant Clivio a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, and transmit your content solely for the purposes of operating and maintaining the Service. For example, we will back up your files, display them to you and those you share them with (if applicable), and index them for search. If you use AI features, you also grant us the right to transmit your content to our AI provider (e.g., OpenAI) for processing at your request, and to receive and store the AI-generated results. We will not use your content for any purposes other than to provide the service to you, except with your explicit permission.

Your Responsibilities: You are solely responsible for the content you upload, create, or share on Clivio. This means:

• You must ensure you have all necessary rights to the content (such as permissions or licenses if the content is copyrighted by someone else).
• You agree that your content will not violate any law or these Terms. This includes not uploading any content that is defamatory, infringing, obscene, malware-infected, or otherwise harmful (see Acceptable Use below for more restrictions).
• If your content contains personal data of others, you are responsible for handling that data in compliance with applicable privacy laws. (For example, if you upload a list of customer contacts, you should have the right to store that information and use it in compliance with GDPR or other laws.) We process any personal data within your content as your data processor under GDPR.

We do not generally preview or monitor the content users upload, but we reserve the right to remove or restrict access to any content that violates these Terms or applicable law, especially if we receive a complaint or notice of infringement. You acknowledge that Clivio is not responsible for the accuracy, completeness, or legality of user-uploaded content. We provide features (like search) to assist you in managing your content, but we do not endorse or verify content that users store on our platform.

6. Acceptable Use Policy

When using Clivio, you agree to adhere to the following rules and not to misuse the Service. You must not:

Illegal Activities: Use Clivio for any unlawful purpose or in furtherance of illegal activities. This includes, but is not limited to, using the service to store or transmit content that is fraudulent, infringing, or that violates any applicable law or regulation.

Malware and Security Violations: Upload viruses, worms, Trojan horses, corrupted files, or any other software or code intended to interrupt, damage or alter the functionality of the Service or any device. You also must not attempt to gain unauthorized access to our systems or other users' accounts, or probe/scanner test the vulnerability of any Clivio system or network.

Harmful or Offensive Content: Store or share content that is defamatory, threatening, harassing, abusive, hateful, or encourages violence or discrimination against others. Similarly, you may not use Clivio to bully, stalk, or otherwise harass any person.

Intellectual Property Violations: Use Clivio to store or distribute content that infringes the intellectual property rights of others. For example, do not upload copyrighted material (like e-books, music, or videos) that you do not have the right to use, and do not use our AI features to generate content that violates third-party copyrights or trademarks.

Personal Data Abuse: Upload or exploit others' personal data in a way that violates privacy laws (e.g., storing sensitive personal information without consent, or scraping personal data to create profiles). If your use of Clivio involves personal data, you should have the proper legal rights to that data.

Circumventing Measures: Attempt to disable or circumvent any security or access control mechanism of Clivio. This includes not trying to exceed storage limits or usage quotas by any trick, not using bots or automated systems to create accounts or scrape data from Clivio, and not attempting to decipher or decompile our software.

We reserve the right to investigate any violation of this Acceptable Use Policy or any misuse of the Service. Violations may result in account suspension or termination (see Termination section below), and if necessary, we may report unlawful conduct to law enforcement authorities. Clivio also reserves the right (though not the obligation) to remove or disable any content that violates these rules.

7. Intellectual Property Rights

Clivio's IP: The Clivio service and all content provided by us, including but not limited to the software, code, design, logos, trademarks, and content created by Clivio (collectively, "Clivio Materials"), are protected by intellectual property laws. Clivio (or its licensors) retains all rights, title, and interest in and to Clivio Materials. We only grant you a limited, revocable, non-exclusive, non-transferable license to use Clivio in accordance with these Terms. You may not copy, modify, distribute, sell, or lease any part of our proprietary code or content, nor may you reverse engineer or attempt to extract the source code of any part of the Service, unless laws prohibit those restrictions or you have our written permission.

Feedback: If you send us any feedback or suggestions regarding Clivio, you agree that we may use, modify, and incorporate them into our products and services without any obligation to you. Any feedback you provide is completely voluntary, and we are free to use it as we see fit without compensation to you.

Third-Party IP: Clivio respects intellectual property rights of others and expects users to do the same. If you believe that any content on Clivio (whether user content or Clivio's content) infringes your copyright or other IP rights, please contact us at contact@clivio.app with details. We will promptly review and address IP infringement notices in accordance with applicable law (such as the DMCA for copyrights, if applicable). We may remove or disable content alleged to be infringing and terminate accounts of repeat infringers.

8. Service Availability and Maintenance

We strive to keep Clivio up and running smoothly, but we do not guarantee that the Service will be 100% available or uninterrupted. From time to time, Clivio may be inaccessible or inoperable for various reasons, including: (a) equipment malfunctions; (b) periodic maintenance, updates, or repairs we need to perform; or (c) causes beyond our control, such as Internet outages or other force majeure events.

Downtime and Data Integrity: We aim for high availability and use reputable cloud infrastructure for reliability, but unforeseen downtime can occur. We do not guarantee that any content you store on Clivio will never be subject to loss or corruption, though we employ backups and redundancy. You are encouraged to keep copies of important data. By using Clivio, you accept that occasional downtime or data loss may happen, and we will not be liable for any damage or losses from such events except as required by law.

Modifications: We may update the Service at any time. This can include adding or removing features, applying security patches, or changing the user interface. We will try to announce major changes that may significantly affect use (for example, planned downtime for a major update), but we reserve the right to make minor changes without notice. Any new feature that enhances the current Service shall be subject to these Terms. If we discontinue a feature, we will attempt to give advance notice when feasible.

9. Limitation of Liability

Clivio is provided to you on an "as is" and "as available" basis, without warranties of any kind, either express or implied, except as expressly stated in this agreement. To the fullest extent permitted by law, we disclaim all warranties, express or implied, regarding Clivio and its services, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not guarantee that Clivio will meet your requirements or be error-free, secure, or without delays. You assume all risk for any damage to your computer system or loss of data that results from obtaining any content from the Service, including any damages resulting from computer viruses.

No Indirect Damages: To the maximum extent permitted by applicable law, in no event will Clivio or Félix Boittin (the owner/operator of Clivio), or any of our affiliates, officers, employees, or agents, be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses. This applies even if we have been advised of the possibility of such damages. For example, we will not be liable for losses related to: your use of or inability to use Clivio; unauthorized access to your data or content; or conduct of any third party on the service.

Cap on Liability: To the extent permitted by law, our total liability for claims arising out of or relating to these Terms or Clivio is limited to the amount you paid us for the Service in the 12 months immediately preceding the event that gave rise to the claim (or €100 if you have not had any paid subscription with us). This means if you have an issue, our maximum financial responsibility to you is capped.

Consumer Rights: Some jurisdictions do not allow the exclusion of certain warranties or the limitation/exclusion of liability for certain damages. If those laws apply to you, some of the above disclaimers or limitations may not apply to the extent prohibited by law. In particular, nothing in these Terms limits our liability for death or personal injury caused by our proven negligence, or for fraud, or for any liability that cannot be limited by law. However, in such cases, our liability will be limited to the fullest extent permitted by applicable law.

10. Termination of Service

By You (Cancellation): You are free to stop using Clivio at any time. You may delete your account or cancel any paid subscription (as described in Section 4 on Subscriptions). If you merely cancel a subscription, you can continue using the Free plan unless you choose to delete your account entirely. If you delete your account, we will mark it for closure and delete or anonymize your personal data and content in accordance with our data retention policies (subject to backups and legal retention needs). We'll be sorry to see you go, and we encourage you to download your data before deletion.

By Us (Termination/Suspension): We reserve the right to suspend or terminate your access to Clivio (or certain features of Clivio) at any time, with or without notice, if we reasonably believe: (a) you have violated these Terms (or any applicable law), (b) you pose a security threat or risk of possible legal liabilities to us, or (c) you are engaging in improper use (for example, if your usage vastly exceeds normal limits and disrupts service for others). We also may temporarily suspend the Service for technical maintenance or emergencies.

If your account is terminated for violation of Terms or law, you may not be entitled to any refunds. We may also refuse you the ability to sign up for Clivio again. If appropriate (for example, for less serious violations), we will provide you notice of the violation and an opportunity to remedy it before terminating.

Effect of Termination: Upon any termination of this Agreement, whether by you or us, the rights and licenses granted to you will immediately end. You must cease all use of Clivio and refrain from accessing it. Your content may be deleted or we may retain it for a limited time for backup or legal purposes. We are not obligated to provide you with your content after termination unless required by law; therefore, please ensure you back up your data. Any sections of these Terms that by their nature should survive termination (such as indemnification, limitation of liability, etc.) will survive.

11. Governing Law and Jurisdiction

Our Terms are intended to comply with both European (particularly French) and U.S. legal requirements, as we serve users in multiple jurisdictions. To accommodate differences, the governing law is determined by your location:

If you reside in a country of the European Union (or otherwise in the EEA) or the United Kingdom: These Terms are governed by and construed in accordance with the laws of France. Specifically, since Clivio is operated by a French micro-entrepreneur, French law will apply to any disputes arising out of or relating to these Terms or the Service, without regard to conflict of law principles. If you are a consumer in the EU, you also retain the protection of any mandatory provisions of the law of your country of residence (we do not deprive you of the consumer rights granted by your local law).

If you reside in the United States or any other country outside Europe: These Terms are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles, and any applicable federal laws of the United States. This choice of law is made because Clivio may have a legal presence or bank in Delaware for international operations.

Jurisdiction: Depending on the governing law above, you agree to submit to the personal jurisdiction of the courts located in: (i) Paris, France for any disputes with EU/UK users; or (ii) the State of Delaware, USA for any disputes with US/international users. This means that if any dispute arises that we cannot resolve amicably, it will be brought before the competent courts in those respective jurisdictions. However, we reserve the right to seek injunctive relief in any jurisdiction in case of misuse of our intellectual property or other urgent harm.

Consumers: If you are a consumer (not a business) in the EU, you may have the right to bring proceedings in your local language and courts as provided by applicable consumer protection laws. These Terms do not affect any such rights you have under applicable law.

12. Changes to Terms

We may revise or update these Terms of Service from time to time to reflect changes in the law, our services, or for other business reasons. If we make material changes (meaning significant changes that affect your rights or obligations), we will notify you in advance by appropriate means – for example, by sending an email to the address associated with your account or by displaying a prominent notice within Clivio. The notice will designate a reasonable advance notice period (depending on the change, typically at least 15 days) before the new terms take effect, giving you the opportunity to review them. Minor changes (such as clarifications or typographical corrections) may take effect immediately.

If you continue to use Clivio after the effective date of any updated Terms, that constitutes your acceptance of the changes. If you do not agree to the revised Terms, you should stop using Clivio and, if applicable, cancel your subscription or delete your account before the new Terms apply. We'll always post the latest version of the Terms on our website, and we encourage you to check back periodically. The "Effective Date" at the top will indicate when the last changes were made.

13. Miscellaneous

Entire Agreement: These Terms of Service, together with our Privacy Policy and any additional terms you agree to when using specific features (if any), constitute the entire agreement between you and Clivio regarding the Service. They supersede any prior agreements or communications (whether written or oral) relating to the Service.

Severability: If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remainder of these Terms will remain in full force and effect.

No Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right. Any waiver of any provision of these Terms will be effective only if in writing and signed by us.

Assignment: You may not assign or transfer these Terms (or any of your rights or obligations under them) without our prior written consent. We may freely assign or transfer this agreement in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. These Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Third-Party Services: If Clivio integrates or links to any third-party services, those services are subject to their own terms and privacy policies, and we are not responsible for those third parties. For example, if we provide a feature that lets you send content to Google Drive or Slack, the usage of that feature might be governed by Google's or Slack's terms, respectively.

Force Majeure: Clivio will not be liable for any failure or delay in performance of its obligations (including downtime or data loss) if that failure or delay is due to causes beyond its reasonable control, such as natural disasters, war, acts of terrorism, civil disturbances, government actions, pandemics, power outages, or Internet disturbances.

14. Contact Information

If you have any questions about these Terms of Service, or need to contact us for any reason, please email contact@clivio.app. You can also reach us by mail at the address provided in our Legal Notice below. We value our users and encourage you to reach out if you need any clarification or assistance regarding these Terms or Clivio in general.