CLOCOT TERMS OF SERVICE

Effective Date: October 2, 2026 Last Updated: October 2, 2026

These Terms of Service (the “Terms”) are a legally binding agreement between you and LexLupi LLC, a Delaware limited liability company (“LexLupi,” “Clocot,” “we,” “us,” or “our”), governing your access to and use of the Clocot websites, applications, software, APIs, AI systems, workspaces, Offices, Directors, Agents, automation features, integrations, developer tools, beta features, presale offerings, subscriptions, usage-based services, credits, and related products and services (collectively, the “Services”).

Clocot is an AI-powered platform designed to help individuals and organizations build, configure, operate, and coordinate AI-assisted business functions, workflows, automations, and software-enabled processes. Depending on your configuration, the Services may act manually, with human approval, or with varying degrees of automation.

PLEASE READ THESE TERMS CAREFULLY. By creating an account, clicking an acceptance button, purchasing or subscribing to a Service, participating in a presale or beta program, accessing an Office, using an Agent, connecting an integration, using our APIs, or otherwise using the Services, you agree to these Terms and any policies or supplemental terms incorporated into them by reference.

If you do not agree to these Terms, you must not access or use the Services.

Certain provisions below contain limitations of liability, disclaimers, dispute-resolution terms, an arbitration agreement for certain U.S. users, and a class-action waiver where legally permitted. Mandatory consumer rights that cannot legally be waived remain unaffected.

1. ABOUT CLOCOT AND LEXLUPI LLC

Clocot is operated by LexLupi LLC, a limited liability company organized under the laws of the State of Delaware, United States.

For purposes of these Terms:

“Clocot” may refer to the Clocot product, brand, platform, software, websites, applications, APIs, or Services.
“LexLupi LLC” is the legal entity providing the Services unless a separate order form, enterprise agreement, reseller agreement, or checkout page expressly identifies a different contracting entity.
References to “you” or “your” mean the individual or legal entity using the Services.
If you use the Services on behalf of an organization, company, agency, client, partnership, institution, or other legal entity, you represent that you have authority to bind that entity to these Terms.

Our current legal and business contact information will be published in the Clocot Legal Center or Legal Notice page.

2. SCOPE OF THESE TERMS

These Terms govern all use of the Services unless a separate written agreement signed by LexLupi LLC expressly states that it supersedes some or all of these Terms.

Additional terms may apply to particular products or features, including, where applicable:

the Clocot Privacy Policy;
the Acceptable Use Policy;
the AI & Automated Systems Policy;
the Billing, Subscriptions, Credits & Refund Policy;
the Presale, Beta & Early Access Terms;
the Cookie Policy;
the Data Processing Addendum;
the Subprocessor List;
developer or API terms;
enterprise order forms;
reseller, agency, affiliate, partner, or white-label agreements; and
feature-specific disclosures presented within the Services.

Those documents are incorporated into these Terms by reference to the extent applicable to your use of the Services.

If there is a conflict, the following order generally applies: (1) a signed enterprise or negotiated agreement; (2) an applicable order form; (3) feature-specific supplemental terms; (4) these Terms; and (5) general policies, unless the relevant document expressly states otherwise.

3. DEFINITIONS

For clarity:

“Account” means a registered Clocot user account.

“Agent” means an AI-enabled or software-enabled component configured to perform one or more tasks, analyses, communications, actions, or workflows.

“AI Provider” means a third-party provider of artificial intelligence, machine learning, model inference, voice, image, video, coding, search, data, or related services used in connection with Clocot.

“Clocot Credits” or “Credits” means prepaid, promotional, granted, or included service-use units that may be applied to eligible Clocot usage charges as described in Section 16. Credits are not money, legal tender, a bank deposit, a stored-value account, or a general-purpose payment instrument.

“Customer Content” means prompts, instructions, text, data, files, images, audio, video, code, databases, records, contact information, business information, and other content submitted to or made available through the Services by or on behalf of a user.

“Director” means an AI-enabled or software-enabled orchestration layer used to coordinate Agents, workflows, tools, memory, permissions, and tasks within an Office.

“Generated Output” means content or results generated, transformed, analyzed, summarized, recommended, predicted, classified, or otherwise produced through the Services.

“Integration” means a connection between Clocot and a third-party service, API, software product, account, database, communications channel, model, application, or platform.

“Office” means a configurable Clocot workspace or operational unit designed to perform or coordinate a particular business function, set of workflows, or operational goal.

“Organization” means a company, agency, institution, team, partnership, or other entity that uses the Services through one or more Accounts.

“Order” means a purchase, subscription, presale purchase, plan selection, order form, checkout transaction, or other commercial commitment for Services.

“Subscription” means recurring access to paid Services for a specified billing period.

“Third-Party Service” means any product, service, platform, website, model, API, software, network, content source, or other offering not owned or controlled by LexLupi LLC.

4. ELIGIBILITY AND AGE REQUIREMENTS

You may use Clocot only if you can form a legally binding contract with LexLupi LLC and are not prohibited from receiving the Services under applicable law.

Unless we expressly authorize otherwise in writing, individual users must be at least 18 years old or the age of legal majority in their jurisdiction, whichever is higher.

You may not use the Services if:

applicable law prohibits you from doing so;
you are subject to trade, sanctions, or export restrictions that prohibit the transaction;
your Account has previously been permanently terminated for serious or repeated violations and we have not authorized a new Account; or
you use false information to circumvent eligibility or access controls.

Educational, institutional, or other authorized use involving minors may be subject to separate terms, written authorization, parental or institutional consent requirements, and additional privacy protections.

5. BUSINESS USERS, CONSUMERS, AND AUTHORITY

5.1 Business Users

If you use Clocot primarily for your trade, business, craft, profession, organization, agency, or commercial activity, you are a Business User.

If you accept these Terms on behalf of an Organization, you represent and warrant that:

you are authorized to act for that Organization;
the Organization is legally bound by these Terms;
you have authority to configure users, permissions, billing, integrations, and automated actions on its behalf; and
you will ensure that authorized users comply with these Terms.

5.2 Consumers

If you use Clocot primarily for personal purposes outside your trade, business, craft, or profession, you may qualify as a consumer under applicable law.

Nothing in these Terms excludes, restricts, or waives a mandatory consumer right that applicable law does not permit you to waive.

5.3 Client Work and Agencies

Agencies, consultants, developers, and service providers may use Clocot for client work only where their plan or agreement permits it and where they have all necessary permissions from the relevant client.

Unless expressly authorized, you may not resell access to the Services, sublicense Accounts, sell Credits, or represent that you own or operate Clocot.

6. ACCOUNTS, REGISTRATION, AND SECURITY

6.1 Account Information

You must provide accurate, current, and complete information when creating or maintaining an Account and must update information when it changes.

You are responsible for activity occurring under your Account to the extent permitted by law.

6.2 Credentials

You must:

protect passwords, API keys, access tokens, recovery codes, and other credentials;
not knowingly share individual login credentials in a manner that bypasses plan limits or security controls;
promptly revoke credentials that may have been compromised; and
notify us without undue delay if you reasonably believe unauthorized access has occurred.

6.3 Organization Accounts

An Organization administrator may be able to:

add or remove users;
set permissions;
configure Offices, Agents, and workflows;
connect or disconnect integrations;
control billing;
access Organization-owned Customer Content;
configure retention settings; and
suspend or terminate managed users.

If your Account is controlled by an Organization, your use may be subject to that Organization’s policies and administrator decisions.

6.4 Account Verification

We may require verification of identity, ownership, domain, business status, payment method, age, authority, or other information where reasonably necessary for security, fraud prevention, compliance, payments, or access to particular features.

7. THE CLOCOT SERVICES

Clocot may provide, among other things:

configurable AI Offices;
AI Directors;
specialized Agents;
AI-assisted workflows;
workflow orchestration;
persistent workspace context or memory;
Office design or architecture tools;
content generation;
research and analysis;
CRM functions;
communications tools;
marketing and sales workflows;
data-processing tools;
scheduling and task execution;
software and coding functions;
analytics;
integrations;
APIs;
developer tools;
automation;
file processing;
image, audio, video, and voice functionality;
AI model routing;
third-party service connectivity; and
experimental, beta, or early-access functionality.

The particular features available to you depend on your plan, region, account configuration, technical availability, applicable law, provider availability, and product stage.

We may add, modify, replace, limit, suspend, or discontinue features as described in these Terms.

8. OFFICES, DIRECTORS, AGENTS, AND AUTOMATION

8.1 Operational Structure

Clocot may allow you to configure Offices containing Directors, Agents, tools, memory, permissions, automations, and workflows.

These components may perform tasks independently or in coordination.

8.2 Operating Modes

Depending on the feature and configuration, Clocot may operate in:

Manual Mode, where the user initiates or approves actions;
Hybrid Mode, where some actions occur automatically while selected actions require approval; or
Autopilot Mode, where authorized workflows may execute automatically subject to configured permissions, safeguards, limits, and technical availability.

Names and behavior of these modes may change as the product evolves.

8.3 Your Configuration Controls the Scope of Authority

You are responsible for selecting appropriate:

permissions;
tools;
integrations;
approval thresholds;
spending limits;
communication permissions;
audiences;
data access;
triggers;
automation schedules; and
human-review requirements.

You must not grant an Agent, Director, workflow, or Integration authority that you do not possess yourself.

8.4 Automated Actions

Where you enable automated action, you authorize Clocot to transmit instructions and perform eligible actions through connected systems within the scope of the permissions you configure.

Examples may include:

sending communications;
updating CRM records;
generating documents;
publishing content;
processing files;
retrieving data;
creating tasks;
triggering workflows;
calling APIs;
scheduling actions; and
performing other configured operations.

Automated systems can behave unexpectedly. You are responsible for using appropriate review, permissions, limits, and safeguards for your intended use.

8.5 Human Oversight

Clocot is designed to support, not eliminate, appropriate human oversight.

You must review Generated Output and automated actions where a reasonable person would do so before relying on them for material legal, financial, safety, employment, medical, compliance, contractual, reputational, or business decisions.

9. AI SYSTEMS AND GENERATED OUTPUT

9.1 Nature of AI Output

The Services may use probabilistic artificial intelligence systems. Generated Output may:

be inaccurate;
be incomplete;
contain factual or logical errors;
be outdated;
reflect limitations or biases in source data;
misinterpret instructions;
produce similar content for different users;
omit relevant information; or
appear confident even when incorrect.

You must evaluate Generated Output for your particular use.

9.2 No Guarantee of Accuracy or Uniqueness

We do not warrant that Generated Output is accurate, complete, unique, original, non-infringing, suitable for a particular purpose, or legally compliant.

Because generative systems may produce similar or identical output for different users, output received by you may not be unique.

9.3 No Professional Advice

Unless a specific Clocot service is expressly offered under a separate regulated-professional agreement, Generated Output does not constitute legal, tax, accounting, investment, financial, medical, psychological, engineering, compliance, or other regulated professional advice.

You remain responsible for obtaining appropriately qualified professional advice when required.

9.4 High-Impact Decisions

You must not rely solely on Clocot to make decisions that have legal or similarly significant effects on individuals where applicable law requires human involvement, explanation, review, consent, or other safeguards.

9.5 AI Providers

Clocot may route tasks to one or more third-party AI Providers.

Provider availability, model behavior, context limits, pricing, latency, safety rules, training/data-use practices, output characteristics, and service availability may differ.

Where you select or connect a third-party AI Provider, your use may also be governed by that provider’s terms and policies.

9.6 Synthetic and AI-Generated Content

You are responsible for any disclosure, labeling, watermarking, provenance, consent, publicity-rights, advertising, or transparency requirements applicable to AI-generated or synthetically altered content that you publish or distribute.

Clocot may apply labels, metadata, provenance signals, technical markings, or other disclosures where required by law, provider rules, or our policies.

10. CUSTOMER CONTENT

10.1 Ownership

As between you and LexLupi LLC, you retain your ownership rights in Customer Content.

These Terms do not transfer ownership of your Customer Content to us.

10.2 License to Operate the Services

You grant LexLupi LLC and its service providers a worldwide, non-exclusive, limited license to host, copy, process, transmit, transform, display, analyze, index, store, and otherwise use Customer Content to the extent reasonably necessary to:

provide the Services;
execute your instructions;
operate requested integrations;
generate output;
maintain security;
prevent fraud or abuse;
troubleshoot and support the Services;
comply with law; and
perform other processing described in the Privacy Policy or an applicable Data Processing Addendum.

This license lasts only as long as necessary for those purposes, subject to lawful retention obligations, backups, security logs, dispute preservation, and other permitted retention described in our policies.

10.3 Your Responsibility for Customer Content

You represent and warrant that you have all rights, licenses, permissions, notices, consents, and lawful bases required to provide Customer Content to Clocot and to instruct us to process it.

You must not submit content that:

infringes intellectual property rights;
violates confidentiality obligations;
unlawfully contains personal data;
was obtained through unlawful access or surveillance;
violates applicable platform terms;
violates our Acceptable Use Policy; or
you do not have authority to use.

10.4 Personal Data About Other People

If you upload, import, synchronize, enrich, or otherwise process personal data relating to customers, prospects, employees, contractors, users, leads, contacts, or other individuals, you are responsible for determining your legal basis and providing required notices unless applicable law assigns that responsibility to us.

For business customers, the parties’ controller/processor roles may be further described in the Data Processing Addendum.

10.5 Confidential Material

You are responsible for determining whether Clocot is appropriate for confidential, regulated, or sensitive information and for configuring appropriate security and provider settings.

Do not submit information that applicable law, contract, professional duty, or third-party terms prohibit from being processed by the Services.

11. RIGHTS IN GENERATED OUTPUT

To the extent permitted by applicable law and subject to third-party rights and these Terms, LexLupi LLC does not claim ownership of Generated Output merely because it was generated through Clocot.

To the extent LexLupi LLC holds transferable rights in Generated Output created specifically for you through the Services, we assign those rights to you upon creation, subject to:

payment of applicable charges;
any rights in Clocot technology, templates, systems, or pre-existing materials;
third-party license terms;
open-source licenses;
provider-specific terms; and
applicable law.

This does not grant ownership of:

Clocot software;
underlying models;
prompts or system instructions owned by Clocot;
workflow engines;
templates;
platform architecture;
interfaces;
trademarks;
datasets owned by others; or
other users’ content.

Because legal treatment of AI-generated material varies by jurisdiction and circumstance, we do not guarantee that any Generated Output is eligible for copyright, patent, trademark, trade-secret, or other intellectual property protection.

12. CLOCOT INTELLECTUAL PROPERTY

The Services, including Clocot software, source code, object code, interfaces, designs, workflows, platform architecture, proprietary prompts, system instructions, databases, documentation, branding, logos, graphics, templates, and other Clocot materials, are owned by or licensed to LexLupi LLC and are protected by applicable intellectual property laws.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable Subscription or authorized access period.

Except where expressly permitted, you may not:

copy, modify, distribute, sell, lease, sublicense, or commercially exploit the Services;
reverse engineer or attempt to extract source code, model weights, proprietary prompts, system instructions, or non-public architecture, except to the extent such restriction is prohibited by law;
remove proprietary notices;
bypass usage, billing, security, or access restrictions;
access the Services to build a substantially competing product using unauthorized extraction of Clocot proprietary materials;
use automated means to scrape protected non-public parts of the Services; or
misuse Clocot trademarks or falsely imply endorsement, partnership, or affiliation.

13. FEEDBACK

If you voluntarily provide suggestions, ideas, enhancement requests, bug reports, recommendations, or other feedback, you grant LexLupi LLC a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right to use, modify, commercialize, and otherwise exploit that feedback without restriction or compensation.

This does not give us ownership of your Customer Content merely because you submit feedback about it.

14. THIRD-PARTY SERVICES AND INTEGRATIONS

14.1 Connected Services

Clocot may connect with Third-Party Services, including:

AI Providers;
social networks;
messaging platforms;
email providers;
CRM platforms;
storage providers;
payment services;
analytics platforms;
developer platforms;
data services;
communications providers; and
business software.

14.2 Third-Party Terms

Third-Party Services are governed by their own terms, privacy policies, acceptable-use rules, quotas, pricing, limitations, and technical requirements.

You are responsible for complying with those terms.

14.3 No Control Over Third Parties

We do not control and are not responsible for:

third-party outages;
changes to third-party APIs;
discontinued integrations;
provider price changes;
provider account suspension;
third-party data quality;
third-party content;
changes in authorization scopes;
third-party security incidents; or
third-party decisions to restrict access.

We may modify or discontinue an Integration if a third party changes or withdraws access, if continued operation creates security or legal risk, or if supporting it becomes impracticable.

14.4 OAuth and Permissions

When you connect an external account, you authorize Clocot to access and use that account within the permission scopes displayed or otherwise authorized.

You may revoke access through Clocot or the relevant third-party service, subject to technical limitations.

14.5 User-Supplied API Keys

If you provide your own API key or third-party credential:

you authorize Clocot to use it to perform your requested tasks;
you are responsible for the associated third-party account and charges;
you must ensure the credential may lawfully be used through Clocot;
you are responsible for third-party quotas and restrictions; and
you should revoke the credential if you suspect compromise.

We may reject, disable, or restrict a credential that appears compromised, unauthorized, insecure, or abusive.

15. SUBSCRIPTIONS, ORDERS, AND PRICING

15.1 Paid Services

Certain Services require payment.

Prices, included usage, limits, billing periods, renewal terms, and other commercial details will be displayed at checkout, in your Account, in an Order, or in an applicable offer.

15.2 Subscription Authorization

By purchasing a recurring Subscription, you authorize LexLupi LLC and its payment processors to charge the applicable payment method for recurring Subscription fees, usage charges, taxes, and other disclosed charges until the Subscription is canceled or terminated.

15.3 Renewal

Unless otherwise stated at purchase or prohibited by law, paid Subscriptions automatically renew for successive periods equal to the original billing period or the renewal period disclosed at purchase.

We will provide notices required by applicable law.

15.4 Cancellation

You may cancel a Subscription using the cancellation method made available in your Account or through another method we identify.

Unless applicable law or the applicable offer provides otherwise, cancellation prevents future renewal but does not retroactively refund a period already purchased.

You may continue using paid features through the end of the paid period unless the Service is terminated for cause or the applicable product is usage-based.

15.5 Price Changes

We may change prices prospectively.

For recurring Subscriptions, material price changes will take effect no earlier than the next renewal or another date communicated to you, subject to legally required notice.

Continued use after a lawful price change takes effect constitutes acceptance of the new price to the extent permitted by law. Where consent is legally required, we will seek it.

15.6 Plan Changes

Upgrades, downgrades, seat changes, Office changes, or plan modifications may result in prorated charges, credits, or changes in available features depending on the applicable billing rules.

15.7 Taxes

Prices may exclude taxes unless stated otherwise.

You are responsible for applicable sales tax, VAT, GST, withholding tax, duties, or similar governmental charges, except taxes imposed on our net income.

Where required, we or our payment provider may calculate, collect, remit, or display applicable taxes.

15.8 Currency and Conversion

Charges may be processed in the currency shown at checkout. Your bank, card issuer, wallet provider, or payment processor may impose currency-conversion or foreign-transaction fees for which we are not responsible.

16. CLOCOT CREDITS AND USAGE-BASED CHARGES

16.1 Nature of Credits

Clocot may use Credits to measure or pay for eligible usage of the Services.

Credits are contractual service-use units only. They are not:

money or legal tender;
cryptocurrency;
electronic money;
a bank account or deposit;
stored monetary value;
a gift card;
a general-purpose wallet;
an investment;
an ownership interest;
transferable property; or
redeemable for cash.

16.2 Eligible Use

Credits may be used only for eligible Clocot services, features, actions, compute, model calls, storage, automation, communications, or other Clocot usage identified within the Services.

Even where Clocot relies on a third-party provider to perform part of the underlying technical function, Credits are redeemed only against Clocot-provided functionality and are not directly redeemable with the third party.

16.3 Usage Rates

Different actions may consume different numbers of Credits.

Usage rates may depend on factors such as:

AI Provider;
model;
input or output size;
compute;
image, audio, or video duration;
tool use;
API consumption;
storage;
communications charges;
third-party costs;
workflow complexity; or
other measurable usage.

Current usage rates may be displayed in the Services and may change prospectively as provider costs and product configuration change.

16.4 Purchased, Included, and Promotional Credits

Credits may be:

purchased separately;
included with a plan;
granted through a promotion;
provided as compensation or service credit; or
offered during beta, trial, referral, presale, or promotional programs.

Different categories of Credits may have different conditions.

16.5 Expiration

If Credits expire, the applicable expiration will be disclosed in the offer, Account, checkout, or applicable policy.

Promotional or complimentary Credits may expire earlier than purchased Credits.

We will not impose an undisclosed expiration in violation of applicable law.

16.6 No Transfer or Resale

Unless expressly enabled by an authorized Organization, enterprise, reseller, or agency plan, Credits may not be transferred, sold, bartered, assigned, exchanged, or moved between unrelated Accounts.

16.7 Refunds

Unused Credits are non-refundable except:

where our published Refund Policy expressly permits a refund;
where we cancel a paid service and applicable law or the offer requires a refund;
where required by mandatory consumer law; or
where we determine a refund is appropriate.

Credits issued as a refund, promotion, service adjustment, or goodwill credit generally have no cash value.

16.8 Account Closure

Treatment of unused Credits upon Account closure, suspension, or termination depends on the reason for closure, the Credit type, the applicable offer, and applicable law.

We will not rely on this provision to eliminate a refund or consumer right that cannot legally be waived.

17. PAYMENTS

17.1 Payment Processors

We may use third-party payment processors, such as Stripe or other providers, to process payments.

Your payment information may be provided directly to the payment processor and may be subject to its terms and privacy policy.

17.2 Payment Authorization

You authorize us and our payment processors to charge:

Subscription fees;
usage-based charges;
Credits;
taxes;
add-ons;
seats;
overages; and
other charges clearly disclosed before they are incurred.

17.3 Failed Payments

If payment fails, we may:

retry the payment;
request another payment method;
limit paid functionality;
pause automations;
suspend the Account;
reduce the plan to an available free tier; or
terminate paid access after reasonable notice where appropriate.

You remain responsible for valid outstanding charges.

17.4 Chargebacks

You should contact us first if you believe a charge is incorrect.

Fraudulent or abusive chargebacks may result in suspension or termination.

Nothing in this Section limits any lawful right to dispute an unauthorized or incorrect payment with your payment provider.

17.5 Fraud Prevention

We may use reasonable fraud, abuse, identity, payment, device, transaction, and risk controls and may delay or reject transactions presenting elevated risk.

18. REFUNDS AND CONSUMER WITHDRAWAL RIGHTS

18.1 General Rule

Except where an offer, Refund Policy, or mandatory law provides otherwise, payments are non-refundable once the applicable paid period or service has begun.

18.2 Mandatory Consumer Rights

If you are a consumer in a jurisdiction that provides mandatory cancellation, withdrawal, refund, conformity, or digital-service rights, those rights continue to apply.

Nothing in these Terms limits rights that cannot legally be limited by contract.

18.3 EEA Consumer Withdrawal Rights

Where the European Union Consumer Rights Directive or applicable national implementing law applies, eligible consumers may have a statutory period in which to withdraw from a distance contract.

The availability, duration, consequences, and exceptions to that right depend on the nature of the contract and whether the consumer expressly requested or consented to performance beginning during the withdrawal period.

Where required, we will provide the legally required pre-contract information, withdrawal instructions, and means of exercising the right.

18.4 Immediate Digital Performance

Where permitted by law, if you expressly request immediate provision of a digital service or digital content during a statutory withdrawal period, you acknowledge that:

performance may begin immediately; and
depending on the applicable legal framework and whether performance has been completed, you may be required to pay proportionately for service already supplied or may lose a withdrawal right for qualifying digital content after giving the required express consent and acknowledgment.

Any checkout acknowledgment will be interpreted consistently with mandatory law.

18.5 Defective or Non-Conforming Digital Services

Mandatory statutory rights relating to defective, non-conforming, unavailable, or improperly supplied digital services remain unaffected.

19. PRESALES, PREORDERS, AND EARLY PURCHASES

19.1 Presale Nature

A presale or preorder may allow you to purchase access before a Service or feature is generally available.

Presale products may still be under active development.

19.2 Development Risk

By purchasing a presale, you acknowledge that:

the product may not be complete;
features may change;
interfaces may change;
release dates may shift;
third-party dependencies may change;
some planned functionality may be replaced, delayed, or removed; and
initial versions may contain bugs or limitations.

19.3 Estimated Dates

Unless an offer expressly states that a date is guaranteed, launch, beta, access, or delivery dates are good-faith estimates and not guaranteed deadlines.

We will not use this clause to avoid obligations imposed by mandatory consumer law.

19.4 Material Changes or Cancellation

If we cancel a paid presale product without providing a reasonably equivalent replacement, we will provide the remedy required by applicable law and, where appropriate, refund amounts paid for the undelivered product.

If a presale materially changes, additional rights may apply under the offer or applicable consumer law.

19.5 Commencement of Access Period

Unless the presale offer states otherwise, a time-limited access period purchased before launch begins when the relevant paid access is activated or first made generally available to that presale cohort, not merely on the purchase date.

19.6 No Investment

A presale purchase is a purchase of goods or services described in the offer. It does not create:

equity;
stock;
securities;
profit-sharing rights;
revenue participation;
ownership in LexLupi LLC;
governance rights; or
an investment relationship.

20. BETA, LAB, PREVIEW, AND EXPERIMENTAL FEATURES

Clocot may offer beta, alpha, Lab, preview, experimental, research, prototype, or early-access features.

Unless expressly stated otherwise:

they are provided for evaluation and testing;
they may contain errors;
they may be incomplete;
data may be reset, migrated, or removed;
functionality may change without the notice normally provided for mature paid features;
performance and availability may be lower than production services;
integrations may break;
they may be discontinued at any time; and
they may not be suitable for mission-critical or regulated workloads.

You should maintain independent backups of important information and should not rely exclusively on beta functionality for critical business operations.

Any special beta or presale terms presented at enrollment also apply.

21. COMMUNICATIONS, EMAIL, MESSAGING, AND VOICE AUTOMATION

21.1 Communications Features

Clocot may enable communications through email, SMS, messaging platforms, social networks, voice, phone calls, or other channels.

You are responsible for ensuring that your communications comply with applicable law and industry rules, including requirements relating to:

consent;
lawful basis;
identification of the sender;
unsubscribe mechanisms;
suppression lists;
marketing preferences;
quiet hours;
do-not-call restrictions;
frequency limits;
recording consent;
automated calling;
artificial or prerecorded voice;
telemarketing;
commercial email; and
platform-specific rules.

21.3 No Permission Created by Clocot

The fact that Clocot technically allows you to send a message, make a call, automate outreach, import a contact, or connect a communications provider does not mean that you have legal permission to do so.

21.4 Recipient Rights

You must promptly honor legally valid opt-outs, objections, revocations of consent, unsubscribe requests, and suppression requirements.

21.5 Abuse Controls

We may restrict communications functionality, impose sending limits, require verification, review complaints, or suspend accounts where necessary to address spam, fraud, abuse, deliverability risk, platform violations, or legal risk.

22. ACCEPTABLE USE AND PROHIBITED CONDUCT

You must comply with our Acceptable Use Policy and applicable law.

Without limiting that policy, you may not use Clocot to:

engage in unlawful, fraudulent, deceptive, or malicious activity;
facilitate phishing, credential theft, scams, impersonation fraud, or identity theft;
distribute malware, ransomware, destructive code, or unauthorized exploits;
gain unauthorized access to accounts, systems, networks, devices, or data;
evade security controls, access limits, billing systems, sanctions controls, or provider restrictions;
unlawfully harass, threaten, stalk, exploit, discriminate against, or endanger another person;
create or distribute unlawful sexual exploitation material;
violate intellectual property, privacy, publicity, confidentiality, contractual, or data-protection rights;
conduct unlawful surveillance or interception;
send unlawful spam, robocalls, bulk messages, or deceptive marketing;
unlawfully scrape, harvest, buy, sell, enrich, or process personal data;
misrepresent AI-generated content in a manner prohibited by law;
automate unlawful discrimination or unlawful high-impact decision-making;
create or facilitate unlawful weapons activity or systems intended to autonomously select and lethally engage human targets;
interfere with or degrade the Services;
consume resources in an abusive manner that materially harms other users or infrastructure;
use stolen, leaked, or unauthorized API keys, credentials, or datasets;
resell or sublicense the Services except under an authorized plan or written agreement;
use the Services to violate the terms of a connected third-party service; or
assist another person in doing any of the above.

We may publish more detailed restrictions in the Acceptable Use Policy and AI & Automated Systems Policy.

23. REGULATED, HIGH-RISK, AND SENSITIVE USES

Clocot is a general-purpose technology platform and is not automatically suitable for every regulated or high-risk use.

You are responsible for determining whether your use requires:

licenses;
professional supervision;
regulatory approvals;
impact assessments;
human review;
recordkeeping;
consent;
notices;
security controls;
explainability;
auditability; or
other safeguards.

Unless separately authorized by LexLupi LLC in writing, you must not use Clocot as the sole decision-maker for decisions that determine or materially affect a person’s eligibility, rights, access, safety, employment, housing, education, credit, insurance, medical treatment, legal rights, or similarly significant interests where applicable law requires human review or additional safeguards.

You must not treat Generated Output as a substitute for a qualified professional where regulated professional judgment is required.

24. DATA PROTECTION AND PRIVACY

Our handling of personal data is described in the Clocot Privacy Policy.

Where LexLupi LLC processes personal data on behalf of a business customer as a processor or service provider, an applicable Data Processing Addendum may govern that processing.

Depending on how you use Clocot, you may independently be a controller, business, covered entity, operator, processor, service provider, employer, marketer, sender, data broker, or other regulated party under applicable law. You are responsible for your own legal obligations in those roles.

You must not instruct us to process personal data in violation of applicable law.

25. SECURITY

We implement administrative, technical, and organizational measures designed to protect the Services and information processed through them.

However, no service, network, database, AI system, or method of electronic storage or transmission is completely secure.

You are responsible for appropriate security practices on your side, including:

strong authentication;
protecting credentials;
access-control configuration;
least-privilege permissions;
endpoint security;
reviewing connected applications;
securing your own API keys;
maintaining backups;
controlling Organization users; and
promptly responding to suspected compromise.

You must not attempt unauthorized security testing or penetration testing of Clocot unless expressly permitted by a published security program or written authorization.

26. SERVICE AVAILABILITY, CHANGES, AND MAINTENANCE

26.1 Availability

We aim to provide reliable Services, but we do not guarantee uninterrupted or error-free availability unless an applicable service-level agreement expressly states otherwise.

Availability may be affected by:

maintenance;
updates;
infrastructure failures;
provider outages;
Internet conditions;
cyberattacks;
force majeure;
third-party API changes;
model capacity;
regulatory restrictions; or
emergency security measures.

26.2 Maintenance

We may perform planned or emergency maintenance.

Where commercially reasonable, we may provide advance notice of material planned downtime for paid production services.

26.3 Product Changes

Clocot is an evolving product.

We may improve, modify, add, replace, reorganize, or remove features.

For paid mature features, if a change materially reduces the core functionality of a current Subscription, we will provide notice or an appropriate remedy where required by law or contract.

26.4 No Promise of Future Features

Roadmaps, prototypes, demonstrations, previews, public statements, screenshots, planned integrations, model lists, development targets, and anticipated features describe current intentions and do not create a contractual obligation to deliver a particular future feature unless expressly included in your Order or a signed agreement.

27. USAGE LIMITS, RATE LIMITS, AND FAIR USE

Plans may include limits on:

users;
Offices;
Agents;
workflows;
executions;
Credits;
storage;
bandwidth;
messages;
calls;
API requests;
tokens;
model usage;
integrations;
automation frequency; or
other resources.

We may apply reasonable rate limits and anti-abuse controls to protect reliability, security, other customers, third parties, and infrastructure.

If a plan is described as “unlimited,” that means no fixed ordinary-use quota for the specified feature unless stated otherwise; it does not permit abusive, automated, resale, benchmark, infrastructure-exhaustion, denial-of-service, or other use inconsistent with normal intended operation.

Where practical, we may offer an upgrade, usage-based pricing, or enterprise plan for unusually high legitimate usage.

28. SUSPENSION

We may suspend or restrict all or part of the Services where reasonably necessary because:

payment is overdue;
we reasonably suspect fraud or unauthorized access;
you materially breach these Terms or another applicable policy;
your use creates a security threat;
your use creates material legal or regulatory risk;
a third-party provider requires suspension;
your activity threatens service stability or other users;
required verification is not completed;
we are legally required to do so; or
emergency action is reasonably necessary to prevent harm.

Where appropriate and legally permitted, we will provide notice and an opportunity to cure.

We may act immediately where delay would create material security, fraud, legal, safety, operational, or third-party risk.

29. TERMINATION

29.1 Termination by You

You may stop using Clocot at any time.

You may cancel paid Subscriptions as described in Section 15.

Deleting an Account does not automatically erase legal, billing, security, backup, or other records we are permitted or required to retain.

29.2 Termination by Us

We may terminate an Account or access to Services if:

you materially or repeatedly breach these Terms;
your use creates serious security, legal, fraud, or safety risk;
you fail to pay amounts due after appropriate notice;
we are required to terminate by law or a provider dependency;
you misuse the Services in a manner that materially harms us, users, or third parties; or
continued provision becomes unlawful.

For non-breach discontinuation of a paid Service, we will provide an appropriate refund or other remedy where required by law or the applicable commercial agreement.

29.3 Effect of Termination

After termination:

your right to use the affected Services ends;
automations may stop;
connected integrations may be disconnected;
access to Customer Content may end;
unpaid lawful charges remain due;
clauses intended by their nature to survive will survive; and
data will be handled according to the Privacy Policy, Data Processing Addendum, retention rules, and applicable law.

29.4 Data Export

Where a data-export feature is available, you are responsible for exporting data before Account closure.

Where required by applicable law, we will provide legally mandated access or portability rights after termination for the applicable period and in the required format.

30. COPYRIGHT, TRADEMARK, AND RIGHTS COMPLAINTS

We respect intellectual property rights.

If you believe content processed or made available through Clocot infringes your copyright, trademark, or other rights, you may submit a notice using the process described in our Copyright & Intellectual Property Policy.

We may remove or restrict content, preserve relevant records, notify the user, request additional information, or terminate repeat infringers where appropriate.

Where the U.S. Digital Millennium Copyright Act applies, our policy may provide instructions for submitting compliant notices and counter-notices.

31. CONFIDENTIALITY

If you and LexLupi LLC have signed a separate nondisclosure agreement, that agreement governs confidential information within its scope.

For enterprise or business use without a separate NDA, each party may receive non-public information that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

The receiving party will use such confidential information only as necessary to perform or receive the Services and will protect it using reasonable care.

Confidential information does not include information that:

becomes public without breach;
was already lawfully known without confidentiality obligations;
is received lawfully from a third party without confidentiality obligations; or
is independently developed without use of the confidential information.

Disclosure may be made where required by law, subject to legally permitted notice.

This Section does not expand our rights to use Customer Content beyond these Terms and the Privacy Policy.

32. EXPORT CONTROLS, SANCTIONS, AND RESTRICTED TERRITORIES

You may not use, export, re-export, transfer, or provide the Services in violation of applicable export-control, trade-control, or sanctions laws.

You represent that you are not prohibited from receiving the Services under applicable sanctions or export restrictions.

We may block or restrict access where reasonably necessary to comply with applicable trade-control laws, sanctions, payment-network requirements, or lawful governmental restrictions.

You are responsible for determining whether your Customer Content, technical data, software, or intended use is subject to special export restrictions.

33. WARRANTIES BY YOU

You represent and warrant that:

you have legal capacity and authority to accept these Terms;
information you provide to us is materially accurate;
you have necessary rights in Customer Content;
you have authority to connect third-party accounts and credentials;
your instructions to Clocot are lawful;
your use will comply with these Terms and applicable law; and
you will not knowingly use the Services to violate another person’s rights.

For business users, you additionally represent that you are authorized to bind the Organization you identify.

34. DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

LEXLUPI LLC AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF:

MERCHANTABILITY;
FITNESS FOR A PARTICULAR PURPOSE;
TITLE;
NON-INFRINGEMENT;
QUIET ENJOYMENT;
ACCURACY;
AVAILABILITY;
SECURITY; AND
RESULTS.

WE DO NOT WARRANT THAT:

THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE;
ALL DEFECTS WILL BE CORRECTED;
GENERATED OUTPUT WILL BE ACCURATE OR COMPLETE;
AI OUTPUT WILL BE UNIQUE;
AUTOMATED ACTIONS WILL ALWAYS PRODUCE THE INTENDED RESULT;
ANY PARTICULAR THIRD-PARTY SERVICE WILL REMAIN AVAILABLE;
ANY CAMPAIGN, BUSINESS, SALE, INVESTMENT, FUNDRAISING EFFORT, MARKETING ACTIVITY, OR AUTOMATION WILL SUCCEED;
THE SERVICES WILL SATISFY EVERY REGULATORY REQUIREMENT APPLICABLE TO YOUR BUSINESS; OR
THE SERVICES WILL BE SUITABLE FOR EVERY HIGH-RISK OR REGULATED USE.

THESE DISCLAIMERS DO NOT APPLY TO THE EXTENT THEY ARE PROHIBITED BY MANDATORY LAW.

35. NO GUARANTEE OF BUSINESS OR COMMERCIAL RESULTS

Clocot may assist with research, planning, content, operations, marketing, sales, crowdfunding, customer support, analytics, automation, and other business activities.

However, LexLupi LLC does not guarantee:

revenue;
profit;
funding;
investment;
campaign approval;
campaign performance;
lead conversion;
customer acquisition;
search ranking;
social-media reach;
deliverability;
regulatory approval;
financing;
commercial success; or
any specific business result.

Business outcomes depend on factors beyond our control, including your product, market, execution, pricing, data, audience, laws, providers, platforms, competitors, and economic conditions.

36. LIMITATION OF LIABILITY

36.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LEXLUPI LLC AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF:

PROFITS;
REVENUE;
BUSINESS;
GOODWILL;
DATA;
OPPORTUNITY;
SAVINGS;
REPUTATION; OR
ANTICIPATED BENEFITS,

ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

36.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF LEXLUPI LLC AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

(A) THE AMOUNTS YOU PAID TO LEXLUPI LLC FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) USD $100 IF YOU USED ONLY FREE SERVICES.

36.3 Exceptions

The exclusions and limitations above do not apply to the extent liability cannot lawfully be excluded or limited, which may include, depending on applicable law:

fraud;
fraudulent misrepresentation;
willful misconduct;
gross negligence;
death or personal injury caused by negligence;
certain breaches of statutory consumer rights; or
other liability that applicable law prohibits from limiting.

36.4 Essential Basis

The limitations in this Section are an essential basis of the agreement between you and LexLupi LLC and apply regardless of the legal theory asserted, subject to applicable law.

37. INDEMNIFICATION

If you are a Business User, you will defend, indemnify, and hold harmless LexLupi LLC, its affiliates, and their officers, directors, employees, and agents from third-party claims, damages, losses, liabilities, costs, and reasonable legal fees arising from or relating to:

your Customer Content;
your unlawful use of the Services;
your breach of these Terms;
your violation of a third party’s rights;
communications, campaigns, calls, messages, or content initiated by you;
your use of third-party accounts or credentials;
your failure to obtain required consent or authorization; or
your configuration of automated actions,

except to the extent the claim was caused by LexLupi LLC’s breach of these Terms, gross negligence, willful misconduct, or other conduct for which indemnification cannot lawfully be required.

If you are a consumer, this Section applies only to the extent enforceable under applicable consumer law.

We may control the defense of an indemnified claim, but we will not settle a claim in a manner that admits your wrongdoing or imposes non-monetary obligations on you without your consent, not to be unreasonably withheld.

38. FORCE MAJEURE

Neither party will be liable for delay or failure to perform non-payment obligations caused by events beyond its reasonable control, including:

natural disasters;
war;
terrorism;
civil unrest;
labor disputes;
widespread Internet or cloud outages;
utility failures;
epidemics or pandemics;
governmental action;
sanctions changes;
cyberattacks of extraordinary scale;
failure of critical third-party infrastructure; or
other force majeure events.

The affected party will use commercially reasonable efforts to mitigate the impact.

Mandatory consumer rights remain unaffected.

39. CHANGES TO THESE TERMS

We may update these Terms from time to time to reflect:

product changes;
new features;
changes in law;
security requirements;
changes in third-party services;
business model changes; or
clarification of existing provisions.

The updated Terms will state a revised “Last Updated” date.

If a change materially affects your rights or obligations, we will provide notice where required by law, such as through the Services, Account notification, or email.

Changes will not apply retroactively where retroactive application would be unlawful.

If you do not agree to a material change, you may stop using the Services and cancel affected recurring Services before the change becomes effective, subject to applicable contractual and statutory rights.

40. GOVERNING LAW

Except where mandatory law requires otherwise, these Terms and any dispute arising from or relating to them or the Services are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles.

If you are a consumer, this choice of law does not deprive you of mandatory protections provided by the law of the country or jurisdiction in which you habitually reside where those protections apply regardless of contractual choice of law.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

41. DISPUTE RESOLUTION — GENERAL

Before filing a formal legal claim, you and LexLupi LLC agree, where legally permitted, to attempt in good faith to resolve the dispute informally.

A party initiating a dispute should provide a written notice describing:

the account or transaction involved;
the nature of the dispute;
the relevant facts;
the relief requested; and
contact information for responding.

The parties will have at least thirty (30) days from receipt of a sufficiently detailed notice to attempt resolution before commencing arbitration or litigation, unless:

urgent injunctive relief is reasonably necessary;
a statutory limitation period would expire;
small-claims proceedings are used; or
applicable law prohibits such a prerequisite.

42. U.S. ARBITRATION AGREEMENT

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS CERTAIN LEGAL RIGHTS.

This Section applies only where enforceable and does not apply to a user or claim for which applicable law prohibits pre-dispute arbitration.

42.1 Agreement to Arbitrate

For users in the United States, except for Excluded Claims described below, you and LexLupi LLC agree that disputes arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration rather than in court.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

42.2 Excluded Claims

Either party may bring:

an individual claim in an eligible small-claims court;
a claim seeking urgent temporary or preliminary injunctive relief to protect intellectual property, confidential information, account security, or systems from unauthorized access or misuse; or
a claim that applicable law expressly makes non-arbitrable.

42.3 Arbitration Provider and Rules

Unless the parties agree otherwise, arbitration will be administered by the American Arbitration Association (AAA) under the rules applicable to the dispute, including the AAA Consumer Arbitration Rules where applicable.

If AAA is unavailable or refuses to administer the arbitration consistent with these Terms, the parties will attempt to select a mutually acceptable alternative provider. If they cannot agree, a court of competent jurisdiction may appoint an arbitration provider.

42.4 Individual Relief Only

To the maximum extent permitted by law, the arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim.

42.5 Arbitration Opt-Out

If you are an individual user accepting these Terms for the first time, you may opt out of this arbitration agreement by sending written notice to the legal contact identified in the Clocot Legal Center within thirty (30) days after first accepting these Terms.

Your notice must include your name, the email address associated with your Account, and a clear statement that you wish to opt out of the arbitration agreement in the Clocot Terms of Service.

Opting out of arbitration will not affect the remainder of these Terms.

42.6 Fees

Arbitration fees will be allocated under the applicable AAA rules and applicable law.

We will not require a consumer to bear arbitration costs in a manner that makes arbitration prohibitively expensive or violates applicable law.

43. CLASS AND REPRESENTATIVE ACTION WAIVER

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND LEXLUPI LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

This waiver does not apply where applicable law prohibits it.

Nothing in these Terms prevents you from participating in a governmental or regulatory complaint process or exercising a statutory right that cannot legally be waived.

44. COURTS AND VENUE

For disputes not subject to arbitration, and except where mandatory law gives you the right to bring proceedings elsewhere, the parties consent to the exclusive jurisdiction of the state and federal courts with jurisdiction over disputes involving LexLupi LLC in Delaware.

If you are a consumer, this provision does not deprive you of any mandatory right to bring or defend proceedings in the courts of your place of residence where applicable law provides such a right.

45. REGIONAL AND MANDATORY RIGHTS

Clocot may be used globally, but laws differ by jurisdiction.

These Terms are intended to operate to the maximum extent permitted by applicable law.

If a provision conflicts with a mandatory law that applies to you:

the mandatory law controls to the extent of the conflict;
the affected provision will be interpreted as narrowly as necessary to comply with that law; and
the remainder of these Terms will continue in effect.

We may publish regional addenda addressing particular jurisdictions.

Regional addenda may include additional rights, disclosures, complaint procedures, withdrawal rules, cancellation methods, dispute-resolution limitations, data-protection terms, or other requirements.

46. ELECTRONIC COMMUNICATIONS AND CONTRACTING

You agree that we may provide agreements, notices, disclosures, receipts, invoices, policy updates, and other communications electronically, including through:

email;
Account notifications;
the Clocot interface;
the Legal Center; or
another electronic method reasonably associated with your Account.

You are responsible for maintaining a valid email address and reviewing important Account notices.

Where applicable law requires a particular form of consent or notice, we will use the legally required method.

Electronic acceptance of these Terms has the same legal effect as a handwritten signature to the extent permitted by law.

47. RECORDS AND EVIDENCE OF ACCEPTANCE

We may maintain records of:

the version of Terms accepted;
date and time of acceptance;
Account identifier;
checkout transaction;
consent selections;
IP address or device-related audit information;
Organization authorization; and
other records reasonably necessary to document the contractual relationship.

Such records may be used to demonstrate acceptance, payment authorization, consent, security events, or compliance, subject to applicable law and our Privacy Policy.

48. NOTICES

Legal notices to LexLupi LLC must be sent using the legal-contact method identified in the Clocot Legal Center unless these Terms specify another method.

Notices to you may be sent to the email address associated with your Account, presented within the Services, or delivered using another contact method you have provided.

A notice is considered received when delivered in the manner recognized by applicable law, subject to evidence of transmission or delivery.

49. ASSIGNMENT

You may not assign or transfer these Terms or your Account without our prior written consent, except where applicable law provides otherwise.

LexLupi LLC may assign these Terms in connection with:

a merger;
acquisition;
corporate reorganization;
financing;
sale of assets;
transfer of the Clocot business; or
transfer to an affiliate,

provided that the assignment does not unlawfully reduce mandatory consumer rights.

50. NO PARTNERSHIP, EMPLOYMENT, OR AGENCY

These Terms do not create a partnership, joint venture, fiduciary relationship, franchise, employment relationship, or legal agency between you and LexLupi LLC.

Clocot Agents and Directors are software systems. They are not legal persons, employees, officers, directors, attorneys, accountants, investment advisers, fiduciaries, or independent contracting parties.

An automated action performed through Clocot within authority you configured is performed as part of your use of the software and does not make Clocot your legal agent except to the limited extent a specific law necessarily characterizes the technical transmission of your instructions otherwise.

51. THIRD-PARTY BENEFICIARIES

Except where an applicable supplemental agreement expressly states otherwise, these Terms do not create enforceable rights for any third-party beneficiary.

Our affiliates, licensors, and service providers may rely on disclaimers and liability protections expressly stated to apply to them.

52. WAIVER

Failure by either party to enforce a provision of these Terms is not a waiver of that provision or any other provision.

A waiver is effective only if made in writing by an authorized representative, except where applicable law recognizes another form of waiver.

53. SEVERABILITY

If any provision of these Terms is found unenforceable, invalid, or unlawful, that provision will be modified to the minimum extent necessary to make it enforceable where legally permitted.

If modification is not possible, the provision will be severed.

The remaining provisions will remain in effect.

For arbitration and class-action provisions, any special severability rule required by applicable arbitration law or provider rules will control.

54. ENTIRE AGREEMENT

These Terms, together with incorporated policies, applicable Orders, supplemental terms, and any signed agreement between you and LexLupi LLC, constitute the entire agreement concerning the applicable Services and supersede prior or contemporaneous oral or written understandings concerning the same subject matter.

Marketing materials, demonstrations, prototypes, informal discussions, roadmaps, and public statements do not modify these Terms unless expressly incorporated into an Order or written agreement.

55. LANGUAGE

The English version of these Terms is the controlling version unless applicable law requires otherwise or we expressly designate another version as legally controlling for a particular jurisdiction.

Translations may be provided for convenience.

Where mandatory law requires a local-language version to control or requires specific local-language disclosures, that law will apply.

56. HEADINGS AND INTERPRETATION

Headings are for convenience only and do not limit the meaning of any provision.

Words such as “including” and “for example” mean “including without limitation.”

References to laws include amendments, replacements, implementing regulations, and successor legislation where appropriate.

Singular terms may include the plural and vice versa where context requires.

57. SURVIVAL

Provisions that by their nature should survive termination will survive, including provisions concerning:

payment obligations;
intellectual property;
confidentiality;
disclaimers;
limitation of liability;
indemnification;
dispute resolution;
data retention;
governing law;
interpretation; and
accrued rights.

58. CONTACT

The Services are provided by:

LexLupi LLC Delaware, United States Operator of Clocot

Legal contact: Tatjana Sindjelic Legal and support email: office@clocot.com U.S. registered office: 131 Continental Dr, Suite 305, Newark, DE 19713, United States Serbian principal business address: Save Kovacevic 29/4, 34000 Kragujevac, Serbia

Current legal contact information, policy versions, and related policies will be available through the Clocot Legal Center.

SUPPLEMENT A — CLOCOT AUTOMATION AUTHORIZATION FRAMEWORK

This Supplement forms part of the Terms whenever you enable an automated or agentic feature.

A.1 Scope of Authorization

You authorize Clocot to execute the specific categories of actions that you enable through your Account, Organization, Office, Agent, Integration, workflow, approval configuration, or API instruction.

This authorization does not extend beyond permissions you have configured or permissions technically required to execute the requested task.

A.2 User-Controlled Permissions

You are responsible for reviewing permissions before activation.

Where Clocot offers controls for:

approval before execution;
allowed tools;
connected accounts;
spending limits;
message audiences;
action types;
data sources;
schedules; or
escalation rules,

you are responsible for configuring them appropriately.

A.3 Revocation

You may revoke or narrow authorization by disabling the relevant workflow, Agent, Office, Integration, credential, or permission.

Revocation may not cancel an action that has already been transmitted to a third-party service and cannot technically be recalled.

A.4 Financial Actions

Unless Clocot expressly offers a feature and you separately authorize it, an Agent is not authorized to:

open a financial account;
borrow money;
issue securities;
transfer ownership of assets;
enter regulated financial transactions; or
bind you to a material financial commitment.

Where Clocot later offers approved purchasing or payment functionality, additional terms, transaction limits, authentication, and confirmations may apply.

A.5 Contractual Commitments

You should not configure an Agent to enter binding contracts on your behalf unless you have deliberately enabled such authority through a feature designed for that purpose and have established appropriate approval rules.

You remain responsible for determining whether an automated communication or acceptance creates a binding obligation under applicable law.

SUPPLEMENT B — CLOCOT PRESALE AND LAB ACKNOWLEDGMENT

This Supplement applies where an Order is expressly labeled as a Presale, Lab, Prototype, Beta, Early Access, or equivalent offering.

B.1 Development Status

You understand that the relevant product may still be under development and that bugs, incomplete workflows, interface changes, service interruptions, and feature substitutions are normal characteristics of such an offering.

B.2 Participation

Your purchase may include participation in a feedback-driven development program.

You are not required to provide feedback unless the applicable offer states otherwise.

B.3 Product Evolution

Clocot may change:

user interface;
models;
providers;
workflow logic;
Office structure;
integrations;
limits;
naming;
technical architecture; and
functionality

during the development period.

B.4 Essential Value

If a change removes the essential value of the purchased presale offering and we do not provide a reasonably comparable alternative, you may have cancellation or refund rights under the applicable offer or mandatory law.

B.5 Production Transition

We may migrate presale or Lab Accounts to the production environment, including by migrating configurations, content, credits, subscription entitlements, or account records.

Where a migration materially changes applicable terms or privacy practices, we will provide required notice.

SUPPLEMENT C — ORGANIZATION AND TEAM TERMS

This Supplement applies to Organizations with multiple users.

C.1 Organization Control

The Organization owns and controls the Organization workspace and may control Customer Content created or stored within that workspace, subject to applicable law and any agreement between the Organization and its users.

C.2 Administrator Authority

Organization administrators may manage:

users;
roles;
permissions;
access;
integrations;
Offices;
billing;
retention;
security settings; and
workspace content.

C.3 Managed Accounts

If an Organization provides or controls your Account, the Organization may have rights to access, restrict, export, transfer, or delete information associated with that managed Account.

C.4 User Departure

When a managed user leaves an Organization, the Organization may reassign that user’s workspace content, workflows, Offices, records, or administrative responsibilities where lawful.

C.5 Organization Responsibility

The Organization is responsible for:

maintaining appropriate authorization;
managing administrators;
removing former users;
configuring access controls;
complying with employment and privacy law;
determining lawful retention periods; and
responding to internal access requests.

SUPPLEMENT D — API AND DEVELOPER USE

This Supplement applies where you access Clocot through an API, SDK, webhook, developer integration, or machine-to-machine interface.

D.1 Credentials

API credentials are confidential and must be protected.

You may not embed secret API credentials in publicly accessible source code or distribute them to unauthorized persons.

D.2 Rate Limits

We may enforce rate, concurrency, token, throughput, storage, or usage limits.

You must not circumvent technical limits.

D.3 API Changes

We may update APIs and may deprecate versions.

Where commercially reasonable for stable production APIs, we will provide migration information or notice before material deprecation.

Beta APIs may change without advance notice.

D.4 Security

You must implement reasonable security controls for your integration and promptly rotate credentials if compromise is suspected.

D.5 End Users

If you expose Clocot-powered functionality to your own end users, you are responsible for:

your relationship with those users;
your own terms and privacy notices;
required AI disclosures;
obtaining lawful consent;
content moderation appropriate to your service; and
ensuring that your implementation complies with these Terms.

D.6 No Unauthorized Resale

API access does not itself grant a right to resell Clocot as a standalone competing service.

Resale, white labeling, redistribution, or embedding that materially substitutes for Clocot as a standalone service may require a separate commercial agreement.

SUPPLEMENT E — CONSUMER RIGHTS SAVINGS CLAUSE

Nothing in these Terms is intended to exclude or limit any legal guarantee, warranty, remedy, right of withdrawal, cancellation right, conformity right, refund right, statutory limitation period, court-access right, privacy right, or other consumer protection that cannot lawfully be excluded or limited.

Where a contractual provision conflicts with such a mandatory protection, the mandatory protection prevails only to the extent of the conflict.

This savings clause applies regardless of any other disclaimer, limitation, governing-law clause, arbitration provision, venue provision, or waiver contained in these Terms.