Terms of service.

1. Acceptance of terms

These Terms of Service form a binding agreement between Cloute LLC ("Cloute," "we," "us") and the business that subscribes to our services ("Customer," "you"). By accessing or using Cloute, you agree to these terms. If you do not agree, do not use the services.

2. The services

Cloute provides AI services for local businesses, delivered as agents: the Presence Agent (measuring how AI search engines describe and recommend your business), the Web Agent (creating and publishing content about your business), the Intake Agent (phoning and texting your customers for feedback), the Review Agent (helping your customers leave feedback and reviews, credited to your staff), and the Citation Agent (building your presence on third-party sites).

The agents you have bought, the number of locations and the price are set out in the order form you agreed to at signup (the "Order Form"). If you use an earlier Cloute product that is not listed above, such as our inbound phone agent, these Terms cover that too.

3. Subscription, billing, and refunds

The subscription fees, the agents included, the number of locations, and any one-time installation or onboarding fees are set forth in the order form executed by Customer at signup (the "Order Form"). Where these Terms reference "fees," they refer to the fees in the Order Form. Subscription cadence (monthly or annual) is also set forth in the Order Form.

Subscriptions renew automatically at the end of each billing period until cancelled. You may cancel at any time from the dashboard or by emailing luke@cloute.ai. Cancellation takes effect at the end of the current paid period. We do not refund partial periods and do not prorate. Any hardware we delivered to you as part of an installation is yours to keep.

4. What you agree to

You agree to use Cloute only for lawful purposes. Specifically:

• Accurate information. You will give us accurate information about your business, tell us when it changes, and tell us promptly if anything we publish about you is wrong.
• Permission to act for you. You authorize us to publish content about your business, to contact your customers, and to contribute to third-party websites on your behalf. Anything we contribute to a third-party site states its connection to your business.
• Contact lists and consent. When you give us a list of people to call or text, you confirm that each person has agreed to be contacted by your business by phone and text message about their visit, and that you are allowed to share their details with us for that purpose. You are responsible for that consent and for keeping a record of it.
• Call notices. Laws on recording calls and on disclosing that a caller is automated differ by state. You will tell us every state you operate in, and you remain responsible for any notice your jurisdiction requires your business to give its customers or employees.
• No fabricated reviews. You will not generate, request or post reviews that misrepresent a customer's experience, offer anything of value in exchange for a review, or tie employee pay to the star rating or content of reviews. Employment law risk arising from how you pay your staff is yours, not ours.
• Platform rules. You will comply with the policies of Google and of every other platform where your reviews, listings or content appear.
• No health information. The services are not designed for protected health information. You will not send us diagnoses, treatment details or other protected health information.

5. Results, and what AI produces

We do not control AI search engines. They change without notice, and no one can guarantee what they will say. We do not promise any ranking, mention, recommendation, review count or business result. Figures on our website and in our case studies describe what we have measured for other businesses. They are not a promise of what will happen for yours.

AI can be wrong. Content, call summaries and drafts produced with AI can contain mistakes. We review what we publish, and you agree to check what we publish about your business and tell us about errors.

6. Your data

Information you give us, and information about your customers that we collect for you, is yours. We use it to provide the services, as described in our Privacy Policy. When you cancel, we delete it if you ask us to.

You agree that we may use information in combined form that does not identify you or any person to operate and improve the services and to publish statistics. We will not name your business in a case study or in our marketing without your permission.

7. Service availability

We work to keep the services available and to restore them quickly when something breaks. We do not offer a service level agreement or credits for downtime unless your Order Form says otherwise.

8. Limitation of liability

To the maximum extent permitted by law, Cloute's total liability to you for all claims arising out of or related to this agreement, whether in contract, tort, or any other theory, is capped at the fees you paid to Cloute in the twelve (12) months preceding the event giving rise to the claim.

Cloute is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if we have been advised of the possibility of such damages.

9. Customer indemnification

You will defend, indemnify, and hold harmless Cloute, its officers, members, and employees from any third-party claim, loss, or expense (including reasonable attorneys' fees) arising from: (a) content posted via the platform by your own customers or employees; (b) your failure to comply with applicable law (including employment, telecommunications, consumer protection, and platform-policy laws); (c) your misuse of the platform; and (d) the accuracy of business information you provided to us.

10. Binding arbitration. No class actions.

Please read this section carefully. It affects your rights.

Any dispute, claim, or controversy arising out of or relating to this agreement or the services (a "Dispute") will be resolved exclusively by binding individual arbitration administered by JAMS in Salt Lake City, Utah, under the JAMS Comprehensive Arbitration Rules and Procedures. The arbitration will be conducted by a single arbitrator. Utah substantive law governs.

No class actions. You and Cloute each agree to bring claims only in an individual capacity. Class actions, collective actions, and representative actions are not permitted. The arbitrator may not consolidate the claims of more than one person.

No jury trial. You and Cloute each waive the right to a jury trial.

30-day opt-out. A new Customer may opt out of this arbitration clause by emailing luke@cloute.ai within 30 days of signup with the subject line "Arbitration Opt-Out" and including the business name on the account. The opt-out applies to the entire arbitration clause and does not affect any other part of these terms.

Either party may seek injunctive relief in a court of competent jurisdiction for claims involving intellectual property, confidentiality, or unauthorized access to the services without first proceeding to arbitration.

11. Governing law and venue

These terms are governed by the laws of the State of Utah, United States, without regard to conflict-of-laws principles. To the extent a Dispute is brought in court rather than arbitration (for example, an injunctive-relief carve-out under Section 10), the exclusive venue is the state and federal courts located in Salt Lake County, Utah, and each party consents to the jurisdiction of those courts.

12. Modifications

We may modify these terms from time to time. Material changes will be communicated at least 30 days before they take effect by email to the address on the account or via a dashboard banner. Your continued use of the services after the effective date constitutes acceptance of the modified terms. If you do not accept a modification, your sole remedy is to cancel before the modification takes effect.

13. Termination

We may suspend or terminate your access to the services for material breach of these terms, non-payment, or activity that creates legal risk to us or to other customers. Where reasonable, we will give you 10 days notice and an opportunity to cure before terminating. Sections 4 through 11 survive termination.

14. Contact

Questions about these terms: luke@cloute.ai. Mail: Cloute LLC, Heber City, Utah 84032, USA.