Cleo Terms and Conditions of Service

Effective date: October 26, 2026

Plain-language summary

This summary does not replace the full text, but it helps you understand the most important parts:

Cleo is an artificial intelligence (AI) receptionist that answers your business's calls, text messages, emails, WhatsApp, Messenger and Instagram, and books appointments for you.
You need a card to start the 7-day free trial. If you don't cancel before it ends, the plan you chose is charged and renews automatically every month or year.
Each plan includes a set amount of usage. If you go past it, Cleo pauses, unless you turn on additional usage, which is charged for what you actually use and within the limit you set.
Texting from a toll-free number is included. Registering your own local number for texting has a one-time $30 fee.
You can cancel any time. Your plan continues until the end of the paid period. In general there are no refunds for partial periods, with the exceptions explained in section 9.
AI can make mistakes. Check what matters, and don't use Cleo for emergencies or for medical, legal or financial advice.
You are responsible for having permission from the people Cleo calls or texts on your behalf, and for telling them that an AI is speaking and, where it applies, that the call may be recorded.
Your customers' data belongs to your business. We process it on your behalf, we don't sell it and we don't use it for advertising.
Our liability is limited, and disagreements are resolved as explained in section 22.

1. Who we are and who these Terms apply to

1.1. These Terms and Conditions of Service (the "Terms") are a contract between Ova Performance LLC, a Wyoming limited liability company, with its address at 30 N Gould St, Sheridan, WY 82801, United States, doing business as "Cleo" ("Cleo", "we", "us" or "our"), and the business, organization or person that creates an account or uses the Service ("you", "your business" or the "Customer").

1.2. If you accept these Terms on behalf of a business or other organization, you confirm that you have authority to bind it. In that case, "you" means that organization.

1.3. These Terms apply to everything we offer under the Cleo brand: the cleodesk.com website, the web app, the Cleo apps for iPhone and Mac, the public pages we host for each business, our integrations and support (together, the "Service").

1.4. The following are also part of the contract:

the Cleo Privacy Policy;
the Data Processing Agreement, where it applies (section 15 and Exhibit A);
the pricing page in effect when you subscribe or change plans; and
any signed order, quote or written agreement for an Enterprise plan.

If they conflict, the signed Enterprise agreement controls first, then the Data Processing Agreement (only as to personal data), then these Terms, then the pricing page.

1.5. Cleo is a service for businesses. It is not meant for personal, family or household use. If a consumer protection law in your country gives you rights that cannot be waived, those rights still apply even if these Terms say otherwise.

2. How you accept these Terms

2.1. You accept these Terms when you create an account, check the box or tap the acceptance button, start the free trial or use the Service.

2.2. You must be at least 18 years old and legally able to enter into contracts in your country.

2.3. If you do not agree with these Terms, do not use the Service.

3. What the Service is

3.1. AI receptionist. Cleo is a receptionist and business assistant that uses artificial intelligence to serve your business's customers on your behalf. Depending on your plan and what you connect and turn on, Cleo can:

answer phone calls with an AI-generated voice, talk with callers, take details and transfer the call to a person on your team;
send and receive text messages (SMS);
read and reply to emails in your inbox (for example, Gmail or Outlook);
receive and reply to WhatsApp Business, Facebook Messenger and Instagram messages;
book, confirm and remind appointments on your calendar;
record contacts and leads, summarize conversations and alert you to what matters;
run workflows and tasks you set up; and
host simple public pages for your business, including a privacy policy and messaging terms that carriers review before approving texting.

3.2. Phone numbers. You can get a number three ways: a number we provide, in the countries listed on our coverage page; forwarding calls from a number you already have to your Cleo number, in any country; or bringing (porting) a US local or mobile number you already have. Porting is available only for US numbers. Numbers we assign to you remain controlled by us and our provider; you have the right to use them while your account is active, and you can take them to another provider (see sections 8.8 and 8.9).

3.3. Apps. The iPhone app is downloaded from Apple's App Store; its use is also subject to Apple's terms. Apple is not a party to this contract and is not responsible for the Service or the app. The Mac app is not on the App Store: it is downloaded directly from cleodesk.com.

3.4. Changes to the Service. We improve Cleo often. We may add, change or remove features. If we remove a material feature you are paying for, we will give you reasonable notice and, if that materially reduces what you purchased, you may cancel and ask for a prorated refund of what you prepaid and did not use.

3.5. Beta features. Some features may be labeled "beta", "preview" or similar. They are provided as is, may change or go away, and have no warranty.

4. Your account

4.1. Accurate information. You must give us true, complete and current information about yourself and your business, including the information used to register your numbers with carriers.

4.2. Security. You are responsible for keeping your passwords and sign-in methods secure and for everything that happens in your account. We recommend turning on two-step verification. Tell us right away at hello@cleodesk.com, with the subject "Security", if you think someone accessed your account without permission.

4.3. Team members. You may invite other people to your account within your plan's limits. You are responsible for what the members you invite do and for removing their access when they should no longer have it.

4.4. Account owners. The account owner or owners can manage billing, the plan, the data and account deletion. If there is a dispute within your business over who controls the account, we may ask for reasonable proof before making changes.

5. Free trial

5.1. New businesses may get a 7-day free trial. The trial includes a limited amount of usage (currently 200 AI credits and 5 voice minutes). The full plan allowance starts with your first payment.

5.2. A card is required to start. To start the trial you must add a valid payment card. You are not charged for the plan that day.

5.3. Automatic charge when it ends. When the trial ends, the plan and billing period (monthly or annual) you chose is charged automatically, and the subscription renews as explained in section 6, unless you cancel before the trial ends. We will send you a reminder before the first charge with the date, the amount and how to cancel.

5.4. How to cancel during the trial. You can cancel any time from the billing settings on the web or in the app. If you cancel during the trial, you are not charged for the plan.

5.5. We may limit the trial to one per business, and refuse or end it if we see abuse (for example, creating several accounts to repeat the trial).

6. Plans, prices and automatic renewal

6.1. Plans. We offer several plans with different features and limits (for example, number of agents, members, phone numbers, connected accounts, AI credits and voice minutes). The price and what each plan includes are what the pricing page shows when you subscribe or change plans. The Enterprise plan is quoted separately by our team.

6.2. Currency and taxes. Prices are in US dollars (USD) and do not include taxes unless stated otherwise (see section 10).

6.3. Billed in advance. Plans are billed in advance, at the start of each period, monthly or annually as you choose.

6.4. Automatic renewal. Your subscription renews automatically at the end of each period for an equal period, and is charged to the card on file, until you cancel. By subscribing you authorize these recurring charges.

6.5. Notice before an annual renewal. If you have an annual plan, we will email you at least 15 days before it renews, with the date, the amount and how to cancel.

6.6. Price changes. We may change prices. If a change affects your plan, we will email you at least 30 days before it applies to your next period. If you disagree, you can cancel before that date. A new price never applies to a period you already paid for.

6.7. Upgrading or downgrading. You can change plans from the billing settings. An upgrade may take effect right away with a prorated charge for the rest of the period. A downgrade normally takes effect at the start of the next period. If you move to a plan with lower limits, you may need to disconnect numbers, accounts or members above those limits.

6.8. Promotions and discounts. Coupons, discounts and promotional prices apply only under their own conditions, cannot be exchanged for cash and may end when the promotion says.

7. Included usage and additional usage

7.1. Included usage. Each plan includes, every month, an amount of "AI credits" and, except plans without calls, voice minutes. AI credits measure the artificial intelligence work Cleo does across all channels (for example, understanding a message, writing a reply, transcribing a call or generating the voice). What you don't use in a cycle does not carry over to the next.

7.2. What happens at the limit. When the included amount runs out and additional usage is off, Cleo pauses AI replies and your customers' messages wait for your team to answer them. Cleo alerts you as you get close to the limit.

7.3. Additional usage: off by default. Additional usage is off by default. Only an account owner or someone with billing permission can turn it on. When you turn it on, we email you a confirmation of what you agreed to.

7.4. You choose the amount. We don't sell additional usage packs. You decide how much you want to spend per month, with a $10 minimum. What Cleo uses after the included amount runs out is drawn from that amount at the rates shown on the additional usage screen at that time. As of this draft, those rates are $0.039 per AI credit, $0.59 per voice minute and $0.049 per SMS sent from a Cleo number. You are never charged more than the amount you set. You can choose one of these options:

Monthly budget: you set your own maximum amount per month (minimum $10). Additional usage stops when it reaches that amount. What was used is charged when the cycle closes.
Automatic top-up: you choose how much each top-up charges (for example, $10, $25 or $50) and your own monthly cap (minimum $10). Each time your additional usage goes past what you have already paid for in the cycle, one more top-up is charged, never above the monthly cap. Anything the top-ups did not cover is charged when the cycle closes.

You can change the amount or turn additional usage off at any time. The change applies to usage from then on.

7.5. Invoices. Every additional usage charge is made to your card on file as a Stripe invoice. We email you the receipt, and you can view and download the invoice as a PDF from your account.

7.6. Declined payments. If an additional usage charge is declined, we may retry it several times. Meanwhile, we may pause additional usage. Anything outstanding is added to the cycle's closing invoice.

7.7. Plans without additional usage charges. Some internal or special accounts do not accrue additional usage. This is shown in the account.

8. Text messaging and phone numbers

8.1. Why registration exists. In the United States, mobile carriers require businesses to register and verify the numbers they text from. Cleo prepares and submits that registration for you with the information you give us.

8.2. Included option: a toll-free number for texting only. We can give you a US toll-free number used only to send and receive texts. Its carrier verification costs you nothing, and if it is rejected we don't charge you either. Calls still come in on your regular number. This number does not count as one of your plan's numbers.

8.3. Your own local number: one-time $30 activation. If you prefer texts to come from your own local number, that number must be registered under the carrier system known as A2P 10DLC. That registration has third-party fees (brand registration and campaign review). That is why there is a one-time payment of $30 for each own number you register for texting. It is charged only when you tap to activate that number, never for a registration you leave unfinished, and it is charged through the same channel you pay Cleo with: your card on file on the web, or the app store when you pay in an app, where the store's price may be higher to cover its fee. We email you the receipt. A number that was already paid for does not pay again, even if you use it with another agent. A new own number that you add for texting pays its own $30. The included toll-free number has no activation fee. The process usually takes 1 to 3 weeks.

8.4. Refund of the $30 activation. The $30 activation covers fees we pay to third parties as soon as the registration is submitted, so it is non-refundable once the registration is submitted, even if carriers reject it or take a long time. If the rejection is caused by our mistake, we will fix and resubmit the registration at no extra cost. If we charged the activation by mistake or twice, we refund it in full.

8.5. No guarantee of approval. Approval of texting registrations, toll-free numbers, WhatsApp Business accounts and any other account on third-party platforms depends on carriers, our providers and companies like Meta. We do not guarantee that they will be approved, or how long it will take. Carriers may also filter, block, delay or limit messages. Carriers are not liable for delayed or undelivered messages.

8.6. Your texting obligations. You must follow carrier, industry (for example, CTIA guidelines) and provider rules, and applicable law. You must give true information for registration and use the number only for the type of messages you registered.

8.7. Bringing your number (port-in). You can bring a US local or mobile number you already have (not toll-free numbers). Porting depends on your current provider, requires you to sign a letter of authorization and takes at least 7 days. We are not responsible for delays or rejections by your previous provider.

8.8. Taking your number with you (port-out). While your account is active, you can move any number you have in Cleo to another provider, including numbers Cleo bought for you. You request it from your number settings; we give you the details your new provider needs, and the number keeps working in Cleo until the port completes. The new provider may charge its own fees.

8.9. What happens to numbers when you cancel or release them.

Numbers Cleo bought for you: when your subscription ends, we keep them for 30 days. If you don't reactivate the account or request a port within that time, they go back to the telephony provider and are lost for good. If you delete the account, they are released when the account is permanently deleted, 30 days later.
Numbers you brought to Cleo: they are yours. We never release them on our own; only when you ask.
If you release a number yourself: it stops working right away, but you can recover it for 30 days. After that it is lost for good.

If you want to keep a number, request a port before those periods end.

8.10. Emergency calls. Cleo numbers cannot be used to call emergency services (911 or others) and Cleo does not handle emergencies. See section 13.

9. Cancellation and refunds

9.1. You can cancel any time. You can cancel your subscription at any time from the billing settings on the web or in the app, without calling anyone. If you have trouble, email billing@cleodesk.com and we will cancel it for you.

9.2. What happens when you cancel. Your plan stays active until the end of the period you already paid for and does not renew. After that, the account stops serving your customers.

9.3. Deleting the account is different from canceling. If an owner deletes the account, the subscription ends immediately, with no further charges and no prorated refund for the current period, and the business can be restored for 30 days before it is permanently deleted (see the Privacy Policy).

9.4. General refund policy. Except as stated in this section or required by law:

we do not refund partial periods of a monthly or annual plan;
we do not refund included AI credits, minutes or messages you did not use; and
we do not refund additional usage already consumed.

9.5. When you do get a refund. We refund you in these cases:

Billing errors: if we charged you twice, the wrong amount or something you didn't authorize, we refund the full difference.
Serious failures on our side: if the Service was unavailable for a long period because of us, we may give a credit or a prorated refund, at our reasonable discretion.
Changes that hurt you: in the cases in sections 3.4 and 21.3.
When the law requires it: if the law where you are gives you a right to a refund, we honor it.

9.6. How to ask for a refund. Email billing@cleodesk.com from the account owner's email with the business name, the date and amount of the charge and the reason. We reply within 10 business days. Approved refunds go back to the same card; your bank may take 5 to 10 business days to show it.

9.7. Chargebacks. If you think a charge is wrong, contact us first: we can almost always fix it faster. If you start a chargeback with your bank without contacting us, we may suspend the account while it is resolved.

10. Taxes

10.1. Cleo does not currently add taxes to its invoices. Prices do not include sales tax, VAT, digital services taxes or similar taxes.

10.2. If any tax is due on the Service where your business is located, you are responsible for reporting and paying it.

10.3. If the law later requires us to collect a tax, we will email you before we start and add it to your invoice based on the billing address you give us. You are responsible for giving us a correct address and, if it applies, your tax ID or exemption certificate.

10.4. If the law of your country requires you to withhold taxes from what you pay us, you must gross up the payment so we receive the full invoice amount, unless the law does not allow it.

11. Payments and non-payment

11.1. We process payments through Stripe. By giving your card, you authorize us and Stripe to charge it for all amounts you owe under these Terms. We never see or store your full card number.

11.2. You must keep a valid card on file. If a charge fails, we will let you know and may retry it.

11.3. If a payment remains unpaid after our notices, we may limit or suspend the Service until it is paid. If non-payment continues for 30 days, we may cancel the account.

11.4. You can view and download your invoices from your account.

12. Your responsibilities toward the people Cleo contacts

This is one of the most important sections. Cleo speaks and writes on behalf of your business. Under the law, your business is the one contacting people, and you are responsible for complying with the laws that apply to those communications.

12.1. Consent for calls and texts. Before Cleo calls or texts anyone on your behalf, you must have the consent the law requires. This includes, among others, the US Telephone Consumer Protection Act (TCPA), the Federal Communications Commission (FCC) rules, the Telemarketing Sales Rule, similar state laws and do-not-call lists. The FCC has said that calls made with AI-generated voices count as "artificial voice" calls under the TCPA, so they generally require the recipient's prior express consent.

12.2. Verbal consent for texts. Cleo may ask for permission during a call to send a text summary. For example: "Would you like us to text you a summary of this call? Message and data rates may apply. Reply STOP to opt out or HELP for help." Only people who say yes receive the text, and agreeing is never a condition of any purchase. You are responsible for making sure this process fits your business and for not sending marketing messages to people who only agreed to service messages.

12.3. STOP and HELP. Cleo stops texting anyone who replies STOP (or other common opt-out words) and replies to HELP. You must not disable, work around or contradict this. If someone asks you in another way not to contact them again (for example, on a call or by email), you must honor it within 10 business days or any shorter time the law requires, and you can record that opt-out in Cleo.

12.4. Telling people an AI is speaking. You must clearly tell people they are talking with an artificial intelligence where the law requires it (for example, some California laws and the European Union AI Act). We recommend that Cleo's greeting always says so at the start. You must not set up Cleo to claim it is a person.

12.5. Call recording and transcription. Cleo transcribes the calls it answers, and our voice provider keeps the audio and transcript of those calls (see the Privacy Policy). When Cleo transfers a call to a person on your team, it records that part to transcribe it; that recording is deleted from the telephony provider after it is transcribed and only the text is kept. In several US states (for example, California, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Pennsylvania and Washington) and in other countries, all parties to a call must consent to it being recorded. You are responsible for telling callers, at the start of the call, that the call may be recorded and transcribed and that an AI is answering, and for getting their consent where the law requires it. You write the greeting Cleo answers with, and that is where this notice belongs. We recommend something like: "Hi, thanks for calling [your business]. You're speaking with [name], the AI virtual assistant. This call may be recorded and transcribed." If you don't set a greeting, Cleo says your business's name and its own name, but we do not guarantee it will say it is an AI or that the call may be recorded.

12.6. Email and social messages. You must comply with commercial email laws (such as the US CAN-SPAM Act) and with Meta's policies for WhatsApp, Messenger and Instagram, including the rules on when you may message outside the 24-hour window and the use of approved templates.

12.7. Privacy notices to your customers. You must have your own privacy policy and explain to your customers that you use providers like Cleo to serve them. We may host simple pages to help you, but you are responsible for making sure they are right for your business.

12.8. Sensitive information. Do not set up Cleo to ask for especially sensitive information that is not needed (for example, full card numbers, Social Security numbers, passwords or detailed medical histories). Cleo does not sign business associate agreements (BAAs) under the US HIPAA health privacy law and is not designed to store protected health information. If your business is subject to HIPAA (for example, a clinic), do not use Cleo to receive, store or send protected health information; use it only for tasks such as scheduling, confirming times or giving general information about the business.

12.9. You are responsible for this. If you don't comply with this section and that leads to claims, fines or damages, you are responsible, as explained in section 19 (Indemnification).

13. Artificial intelligence has limits

13.1. AI can be wrong. Cleo's replies are generated by artificial intelligence. They can be incorrect, incomplete, out of date, or misunderstand what someone said (for example, because of noise, accent or a bad connection). Cleo can also book an appointment at the wrong time or miss something urgent.

13.2. You control the information. Cleo answers based on the information you give it. Keep your hours, prices, services and policies up to date, and check what matters before acting on it.

13.3. Not for emergencies. Cleo is not an emergency service and must not be used to handle emergencies. If your business may receive emergency calls, set up Cleo to tell the person to call 911 (or the local emergency number) or to transfer the call to a person.

13.4. No professional advice. Do not use Cleo to give medical, legal, financial, tax or other professional advice. What Cleo says does not replace a professional.

13.5. No important automated decisions. Do not use Cleo to make solely automated decisions that have legal or similarly significant effects on people (for example, denying credit, housing, employment, insurance or health care).

13.6. What Cleo says on your behalf. Promises, prices or appointments Cleo communicates to your customers are made on behalf of your business. We are not a party to the relationship between your business and its customers.

14. Acceptable use

You may not use the Service, or let others use it, to:

send spam, unsolicited bulk messages or automated calls without the required consent;
deceive, defraud, phish or impersonate another person, business or authority;
clone or imitate a real person's voice without their permission;
harass, threaten, discriminate or promote violence;
share illegal content, child exploitation content or prohibited sexual content;
carry out activities prohibited by carriers or Meta (for example, certain high-risk lending, prohibited debt collection, illegal drugs, weapons or unlicensed gambling);
infringe copyrights, trademarks, privacy or other rights;
collect data about people without a legal basis;
introduce malware, attack, overload or try to access the Service or other accounts without permission;
copy, decompile or try to obtain the source code or models of the Service, except where the law allows it;
resell the Service without a written agreement with us; or
get around plan limits, usage limits or security measures.

15. Your data

15.1. The data belongs to your business. The conversations, contacts, leads, documents and other content that you or your customers put into the Service ("Customer Data") belong to your business. You give us a limited license to use it only to provide the Service, keep it secure, comply with the law and as described in the Privacy Policy.

15.2. Who is responsible for what. For the personal data of your customers and the people who contact your business, your business is the controller (or "business" under California law) and Cleo acts as a processor (or "service provider"), handling that data only on your instructions. The details are in the Data Processing Agreement (Exhibit A).

15.3. We don't sell your data. We do not sell Customer Data, we do not "share" it for targeted advertising and we do not use it for advertising.

15.4. Improving Cleo's models. Cleo has two separate options in Cleo Control. Both are off when you create your account, and only an owner can turn them on or off, at any time:

Learn for my business: Cleo learns from your team's corrections to answer better only for your business. What it learns stays in your account: no other business sees or uses it.
Help improve Cleo's models: with your permission, your business's conversations are used to train Cleo's own AI models, which serve every business. Before they are used, we remove personal data such as contact names, emails, phone numbers and card numbers. That data is stored encrypted, kept separate per business, and only a limited number of Cleo staff can access it, with every access logged. It is never shown to another business or anyone outside Cleo, and it is never sold. If you turn it off, your data is left out of every training run after that.

We never use Gmail or Google Calendar data to train models, and we don't let our AI providers train their own models on your data.

15.5. Usage data. We may use data about how the Service is used (for example, counts, timings, errors) in aggregated form or in a way that does not identify any person or business, to operate, protect and improve the Service.

15.6. Export and deletion. You can export or delete your data as explained in the Privacy Policy.

15.7. Backups. Although we take care of your data, we recommend you regularly export what is important to your business.

16. Third-party services

16.1. The Service works with third-party services, such as telephony, AI, voice and payment providers, and with accounts you choose to connect, such as Google, Microsoft or Meta (WhatsApp, Messenger, Instagram).

16.2. When you connect a third-party account, you authorize us to access it as explained in the Privacy Policy. Your use of that account remains subject to the third party's terms and fees.

16.3. We do not control those third parties. We are not responsible for their failures, changes, suspensions, rejections or decisions, including Meta's decisions about your WhatsApp Business account or carriers' decisions about your messages. If a third party changes or stops offering something, a Cleo feature may change or stop working.

17. Intellectual property

17.1. The Service, including its software, design, trademarks, voice and Cleo's models, belongs to us or our licensors. We give you a limited, non-exclusive, non-transferable right to use the Service while your account is active and you comply with these Terms.

17.2. Your feedback. If you give us ideas or suggestions, we may use them without any obligation to pay you or credit you.

17.3. Your brand. You allow us to display your business name inside the Service and on the pages we host for you. We will not use your name or logo in advertising without your permission.

18. Warranties and disclaimers

18.1. What we do promise. We will provide the Service with reasonable care and substantially as we describe it.

18.2. What we don't promise. To the fullest extent the law allows, the Service is provided "as is" and "as available". We do not guarantee that it will work without interruptions or errors, that every call or message will be answered or delivered, that the AI will always be right, or that registrations with carriers, Meta or other third parties will be approved. We give no implied warranties of merchantability, fitness for a particular purpose or non-infringement.

18.3. Some laws do not allow certain warranties to be excluded. In that case, the exclusions apply only as far as the law allows.

19. Indemnification

19.1. You protect us. You agree to defend and hold harmless Cleo, its owners, employees and providers from third-party claims (including fines and reasonable attorneys' fees) arising from: (a) your Customer Data or the information you configure in Cleo; (b) your calls, messages and emails, including lack of consent, recording notice or AI notice, or violation of the TCPA, recording laws or similar laws; (c) your breach of these Terms or the law; or (d) your relationship with your own customers.

19.2. If someone says the Service infringes their rights. If a third party claims the Service infringes their intellectual property rights, we may, at our choice, change the Service so it does not infringe, get the needed permission, or stop offering the affected part and refund what you prepaid for it and did not use. This is everything Cleo commits to do in that case.

19.3. How it works. When we ask you to defend us, we will notify you promptly and cooperate reasonably. You may not agree to a settlement that requires Cleo to admit fault or pay anything without our written permission.

20. Limitation of liability

20.1. Excluded damages. To the fullest extent the law allows, neither party is liable for lost profits, lost revenue, lost customers, loss of data, business interruption, or indirect, special, incidental, consequential or punitive damages, even if it was told they might happen.

20.2. Maximum amount. To the fullest extent the law allows, each party's total liability for everything related to these Terms is limited to the amount you paid Cleo in the 12 months before the event that gave rise to the claim.

20.3. Exceptions. These limits do not apply to: (a) your payment obligations; (b) your obligations under section 12 and your indemnification obligations under section 19.1; (c) damages caused by willful misconduct or gross negligence; or (d) anything the law does not allow to be limited.

20.4. These limits are part of the price. Without them, the price of the Service would be much higher.

21. Suspension, termination and changes to these Terms

21.1. We may suspend. We may suspend or limit your account, immediately if needed, if: (a) you don't pay; (b) you breach section 12 or 14; (c) your use puts at risk the Service, other customers, the people you contact or our relationship with carriers or Meta; (d) a provider or carrier requires it; or (e) the law requires it. When reasonable, we will tell you first and give you a chance to fix the problem.

21.2. Termination. You can end this contract by canceling and deleting your account. We can end it with 30 days' notice, or immediately if you materially breach these Terms. If we end it without a breach by you, we refund what you prepaid and did not use.

21.3. Changes to these Terms. We may update these Terms. If a change is material, we will email account owners at least 30 days before it takes effect. If you disagree, you can cancel before that date and, if you have an annual plan, ask for a prorated refund of the unused time. If you keep using the Service after that date, you accept the new Terms. Changes do not apply to disputes that already existed.

21.4. What survives. The sections on outstanding payments, data, intellectual property, indemnification, limitation of liability, disputes and any others that by their nature should survive, continue to apply after the contract ends.

22. Governing law and dispute resolution

22.1. We talk first. If you have a problem, email us at hello@cleodesk.com. Both parties will try in good faith to resolve it for at least 30 days before starting a formal process.

22.2. Governing law. These Terms are governed by the laws of the State of Wyoming, United States, where Ova Performance LLC is formed, without applying its conflict-of-laws rules, and by the US Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.3. Arbitration. If not resolved, the dispute will be decided by individual, binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator. The seat of arbitration is Sheridan County, Wyoming, but hearings may be held by video or on documents only, so neither party has to travel. The arbitration is conducted in English; either party may use an interpreter at its own cost. The arbitrator may award the same remedies a court could, but only in favor of the individual party. Judgment on the award may be entered in any court with jurisdiction.

22.4. No class actions. To the extent the law allows, each party may bring claims only individually, not as a member of a class, representative or consolidated action.

22.5. Exceptions. Either party may: (a) bring a claim in small claims court if it qualifies; and (b) ask a court for urgent relief to protect its intellectual property or data.

22.6. Courts. For anything not going to arbitration, the parties agree to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming, United States.

22.7. Time limit. To the extent the law allows, any claim must be brought within one year after the event that gave rise to it.

22.8. Rights that cannot be waived. If the law of your country gives you consumer rights or the right to bring claims in your local courts that cannot be waived by contract, this section does not take those rights away.

23. General terms

23.1. Entire agreement. These Terms and the documents in section 1.4 are the entire agreement between the parties about the Service and replace earlier agreements on the same subject. The terms of your purchase orders do not apply.

23.2. Assignment. You may not transfer this contract without our written permission. We may transfer it as part of a merger, sale or reorganization, with notice to you.

23.3. Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, carrier, internet or cloud provider failures, cyberattacks, war, strikes or government actions. This does not apply to payment obligations.

23.4. Independent parties. The parties are independent. Nothing in these Terms creates a partnership, employment or agency.

23.5. Severability. If part of these Terms is invalid, the rest stays in effect, and that part is enforced to the greatest extent possible.

23.6. No waiver. If we don't enforce something, that does not mean we waive the right to enforce it later.

23.7. Notices. We send notices to the account owner's email or inside the Service. You send notices to hello@cleodesk.com, with the subject "Legal notice", and, if written notice is required, to Ova Performance LLC, 30 N Gould St, Sheridan, WY 82801, United States.

23.8. Electronic communications. You agree to receive notices, invoices and contracts electronically. They have the same effect as paper.

23.9. Export and sanctions. You confirm that neither you nor your business is on a US or other applicable sanctions list, and that you will not use the Service in sanctioned countries or for sanctioned persons.

23.10. Language. These Terms are published in English and Spanish. The English version is the official one: if the two differ, the English version controls, unless the law of your country requires otherwise. The Spanish version is a translation for your convenience.

24. Contact

General questions, legal matters and security: hello@cleodesk.com
Billing and refunds: billing@cleodesk.com
Mailing address: Ova Performance LLC, 30 N Gould St, Sheridan, WY 82801, United States

Exhibit A. Data Processing Agreement (summary)

This exhibit is part of the Terms whenever Cleo processes personal data on behalf of your business.

A.1. Roles. Your business is the controller (a "business" under California law). Cleo is the processor (a "service provider" under California law).

A.2. Instructions. Cleo processes personal data only to provide the Service, following your documented instructions (these Terms, your settings and your reasonable requests), unless the law requires otherwise.

A.3. What Cleo does not do. Cleo does not sell or "share" (as California law uses that word) personal data, does not retain, use or disclose it for any purpose other than providing the Service to you, does not combine it with data from other sources except as the law allows, and does not use it outside its direct relationship with you.

A.4. Confidentiality. Cleo personnel who access the data are bound by confidentiality and do so only when necessary.

A.5. Security. Cleo applies the technical and organizational measures described in the Privacy Policy.

A.6. Subprocessors. You authorize Cleo to use the types of subprocessors described in the Privacy Policy. You can ask for the list with their names at hello@cleodesk.com. Cleo has contracts with them with adequate data protections and is responsible for them. We will give 30 days' notice of changes to the list, and you may object on reasonable grounds.

A.7. Help with individuals' rights. Cleo will reasonably help you respond to individuals' requests (access, correction, deletion, portability, objection) and will tell you if it receives one directly.

A.8. Incidents. Cleo will notify you without undue delay, and where possible within 72 hours, after confirming a security incident affecting your personal data, with the information available.

A.9. End of service. When the Service ends, Cleo will delete personal data as explained in the Privacy Policy, except what the law requires it to keep.

A.10. Audits. Once a year, on request, Cleo will answer a reasonable security questionnaire and give you a written summary of its security measures. There are no audits of our offices or systems, unless a data protection authority requires one; in that case, with 30 days' notice, during business hours and at your cost.

A.11. International transfers. Where the law requires it, transfers of data out of the European Economic Area, the United Kingdom or Switzerland will use the Standard Contractual Clauses approved by the European Commission or another valid mechanism.

A.12. Full agreement. The full Data Processing Agreement is available at https://cleodesk.com/en/dpa and can be signed separately on request to hello@cleodesk.com. If this summary and the full agreement differ, the full agreement controls.