Terms and Conditions

If you reside in the United States of America, your use of the AI Companion is governed by the following terms and conditions⁠.

These terms and conditions (“Terms”) constitute a legally binding agreement between you (“you” or “your”) and BUENCOCO S.L.U., with registered office at Plaza Catalunya 1, Edificio El Tringle,  Planta 4, 08022, Barcelona (Spain), Tax code B-13.997.267 and registered in the Commercial Registry of Barcelona as Volume 48873, folio 177, sheet 599319, book 0, section 8 and entry I/A 1. (“BUENCOCO”, “we,” “us” or “our”). See Section 22 for our contact addresses.

You will find a copy of the Terms here or in the Settings section of the App, These Terms govern your access and use of our AI chatbot Clary (“AI Companion”) via any mobile application made available by us through authorized app stores (“App”) and/or any website managed and owned by us (“Site”) (collectively, the “Service”).

You may access and use the Service only if you are at least 18 years old. 

We may carry out specific checks to make sure you are at least the minimum age required to access and use the Service, both at the time you create an account to access the Service, as well as while using the Service.

YOU MAY NOT ACCESS OR USE THE SERVICE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT AT LEAST EIGHTEEN (18) YEARS OF AGE, (C) ARE NOT COMPETENT TO ENTER INTO BINDING AGREEMENTS, OR (D) ARE PROHIBITED BY APPLICABLE LAW FROM ACCESSING OR USING THE SERVICE.

BY CLICKING “I ACCEPT THE TERMS OF SERVICE” AND “CONTINUE” IN THE APP OR BY USING THE SERVICE IN ANY MANNER, YOU AGREE TO THESE TERMS, AND YOU AGREE TO COMPLY WITH AND BE BOUND BY ANY APPLICABLE SPECIFIC, SUPPLEMENTAL OR THIRD-PARTY LICENSES OR TERMS WHEN USING THE SERVICE. . THESE TERMS CONTAIN PROVISIONS ON PERMITTED AND PROHIBITED USES, INCLUDING THAT GOVERN THE RESOLUTION OF CLAIMS YOU MAY HAVE, DISCLAIMERS OF CERTAIN WARRANTIES, AS WELL AS CERTAIN LIMITATIONS ON OUR LIABILITY. IF YOU DO NOT AGREE TO THE TERMS, DO NOT ACCEPT THEM AND IMMEDIATELY STOP USING THE SERVICE, CANCEL YOUR ACCOUNT, LEAVE THE SITE, AND IMMEDIATELY DELETE ANY COPIES OF THE APP IN YOUR POSSESSION. 

. YOU ARE ENTITLED TO WITHDRAW FROM THESE TERMS IN ACCORDANCE WITH SECTION 17 BELOW.

THESE TERMS CONTAIN PROVISIONS THAT GENERALLY REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURT PROCEEDINGS, INCLUDE SPECIFIC WAIVERS OF CLASS PARTICIPATION OR JURY TRIAL TO RESOLVE CLAIMS OR DISPUTES, AND LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE SEE SECTION 18 BELOW FOR MORE INFORMATION.

These Terms were originally drafted in English. If there is any conflict between the English-language version of these Terms and a version translated into another language, the English-language version will prevail. Any translation errors shall not be interpreted in a manner detrimental to the consumer.

Last updated: 30 September 2025

1. What is the AI Companion

The AI Companion is our AI-powered chatbot designed to support emotional wellbeing and personal growth. The AI Companion offers a private and safe space where you can share what’s on your mind – by talking about your day or your concerns – explore your feelings, gain new perspectives in a judgment-free zone, reflect aloud, and feel heard. The AI Companion learns from your interactions and tries to adapt to your needs, age, and preferences. This allows the Service to provide responses and reflections that are more relevant and supportive to your unique circumstances.

No fees are required to access and use the Service. However, we may in the future charge fees for access to and use of the Service, in which case you will be notified of such fees in advance, and if you do not agree to such fees you will have the option to withdraw from these Terms and stop using the Service in accordance with Section 20.

THE AI COMPANION IS NOT A SUBSTITUTE FOR THERAPY OR MEDICAL ADVICE OR A CRISIS RESOURCE. IT WON’T DIAGNOSE, MONITOR OR TREAT ANY MEDICAL CONDITION, NOR WILL IT PROVIDE CLINICAL ADVICE, MENTAL HEALTH SERVICES OR PROFESSIONAL SERVICES. ANY INFORMATION PROVIDED BY THE SERVICE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND MUST NOT BE CONSTRUED OR USED AS MEDICAL ADVICE. HENCE, YOU SHOULD NOT MAKE ANY HEALTH OR MEDICAL-RELATED DECISION BASED, IN WHOLE OR IN PART, ON THE SERVICE. YOU SHOULD NOT RELY ON ANYTHING CONTAINED IN THE SERVICE, AND YOU SHOULD CONSULT A LICENSED PHYSICIAN OR OTHER HEALTH PROFESSIONALS FOR ANYTHING RELATED TO YOUR HEALTH. THE AI COMPANION IS INTENDED SOLELY FOR INFORMATIONAL AND COMPANIONSHIP PURPOSES AND IS NOT A SUBSTITUTE FOR PROFESSIONAL MENTAL HEALTH CARE. THE SERVICE DOES NOT ENGAGE IN THERAPEUTIC DECISION-MAKING AND IS NOT INTENDED FOR USE IN CLINICAL SETTINGS. 

The AI Companion is not regulated as a medical device by the US Food and Drug Administration. The AI Companion does not provide medical advice, diagnosis, or treatment, and, therefore, it has not been cleared or approved by any health authority under any jurisdiction. Using the AI Companion or providing any personal data will not create a physician-patient relationship between you and us, and does not constitute, and will not replace, the advice or the services of a licensed physician, therapist or other health professionals.

The AI Companion performs best in English, Spanish, French and German. In other languages, its performance may be limited and certain features – including crisis detection – may not have been tested at their fullest. You should not use – and, above all, should not rely on – the AI Companion in languages other than those expressly indicated above. We are continuously improving and testing the AI Companion to expand its language coverage, and we will keep you informed of any updates.

2. AI Disclosure and Transparency

THE AI COMPANION IS  NEITHER A HUMAN BEING NOR A THERAPIST, BUT RATHER AN INTERFACE POWERED BY ARTIFICIAL INTELLIGENCE (AI). YOU ACKNOWLEDGE THAT INTERACTIONS WITHIN THE SERVICE ARE GENERATED BY AI AND NOT BY HUMAN BEINGS. THE AI MAY SIMULATE PERSONALITY TRAITS OR EMOTIONAL RESPONSES, BUT THESE ARE ALGORITHMICALLY GENERATED AND DO NOT REFLECT REAL EMOTIONS OR CONSCIOUSNESS. THE SERVICE WILL DISCLOSE ITS AI NATURE DURING USERS’ ONBOARDING, AS WELL AS IN ITS DISCLAIMERS (WHICH ARE ALWAYS AVAILABLE IN THE APP AND/OR THE SITE AND MAY BE PRESENTED FROM TIME TO TIME DURING USE OF THE SERVICE) AND LEGAL MATERIALS, IN COMPLIANCE WITH APPLICABLE STATE LAWS.

3. Crisis Detection Feature

The Service includes a crisis detection feature designed to identify signs of emotional distress. However, this feature might not detect instances of crisis or distress, especially in languages other than English, Spanish, French and German. IF AT ANY POINT YOU FEEL MISUNDERSTOOD,UNSAFE WITH YOUR THOUGHTS OR PLAN TO HARM YOURSELF OR OTHERS, CALL EMERGENCY SERVICES (E.G. 911) OR YOUR LOCAL CRISIS HOTLINE IMMEDIATELY. IF YOU NEED MEDICAL OR THERAPEUTIC HELP, PLEASE REACH OUT TO A QUALIFIED PROFESSIONAL. YOU CAN ALSO FIND FREE, CONFIDENTIAL HELP AT FINDAHELPLINE.COM. For any concerns related to your mental health, you should always consult a licensed physician or other qualified health professional. The Service does not monitor users in real-time and cannot respond to emergencies. If a crisis is detected, the Service may refer users to external resources such as the 988 Suicide & Crisis Lifeline or Crisis Text Line. Users are encouraged to seek professional help in case of emergencies.

4. Privacy

Please refer to our Privacy Policy and Cookie Policy for information on how we process your personal data when you use the Service.

5. Creation of an account

You may be required to create an account to use the Service. In this case, you will be asked to provide your name, your age range, and you may also (if you wish) share other optional information, such as the gender you identify with and the pronouns you would like us to use when addressing you. As part of the onboarding process, you will also be asked to set certain preferences, including whether you would like to receive reminders about your on-going conversations. 

You must provide only true, accurate and complete information to create your account and you must maintain the confidentiality of your password and other information related to the security of your account. When you choose a username, you agree not to use any name that is deceptive, defamatory, abusive, offensive, threatening, hateful, discriminatory or racist, or any name that infringes or violates another person’s rights. You may not share your credentials or make your account available to anyone else and – to the maximum extent permitted under applicable law – you are responsible for your use of the Service, and for any use of the Service made using your account. In the event you become aware of or reasonably suspect any breach of security, including any loss, theft, or unauthorized disclosure of your account information, you must immediately notify us and modify your registration information.

If you create an account using an email address owned by an organization (for example, your employer), you represent and warrant that you have the organization’s permission to do so and that your use of the Service complies with any applicable organizational policies. We will not be liable for any violation of such policies arising from your use of the Service.

You agree:

• to update your account information, to keep it accurate and current, as well as to promptly contact us if you need support to update or rectify your account information;
• not to impersonate any person or misrepresent your identity or affiliation with any person;
• not to purchase, sell, rent or give away your account.

You may update your account information (and identify and correct input errors) by emailing support@heyclary.ai or through the User Settings section of the App.

If you decide to close your account through the User Settings section of the App, we will delete the personal data tied to that account from our systems as part of the account-closure process. Please note that we are not technically able to process standalone data-deletion requests, hence in this case we will proceed by deleting the entire account. We may retain certain information as required by applicable law or for legitimate business purposes (e.g., to prevent fraud, resolve disputes, or comply with retention obligations). If you want to use the Service again after the deletion of your account, you need to create a new one.

6. Permitted Uses

Subject to your compliance with all applicable laws and regulations, as well as with these Terms, you may access and use the Service.

7. Prohibited Uses

You agree that you will not, and will not permit any person accessing the Service using your account or device do any illegal, harmful, or abusive activity and – more in particular – to do any of the following:

• use the Service in any manner inconsistent and/or not permitted by these Terms, as well as by all the applicable laws or regulations;
• use the Service in any manner that violates, misappropriates or infringes upon the rights of others; 
• remove, delete, alter, or obscure any trademark or any copyright, patent, or other intellectual property or proprietary rights notices from the Service, including any component thereof;
• use the Service for harassment, self-harm, or dissemination of inappropriate content; 
• modify, adapt or otherwise create derivative works or improvements of, copy, lease, sell or distribute the Service, as well as frame, mirror, display, incorporate or combine the Service into any other program, site, service or product;
• use any data mining or similar automated or manual data extraction, gathering or scraping methods in connection with the Service;
• collect, mine or harvest any information or data from the Service’s systems or attempt to decipher any transmissions to or from the servers running the Service, reverse engineer, decompile or discover the source code or underlying components of our Service;
• represent that the Output (as defined below) was human-generated when it was not;
• circumvent, interfere with or disrupt our Service, including circumventing any rate limits or restrictions or bypassing any security measures or safety mitigations, as well as acting fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Service or any operating system; and
• use the Service in a manner that interferes with, degrades, or disrupts the integrity or performance of any of our networks, technologies, products or services.

BUENCOCO reserves the right to suspend or terminate accounts that violate these guidelines.

8. End User License

Subject to your compliance with these Terms, we hereby grant you, solely for your personal, lawful and non-commercial purposes, a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to use the Service and to download and install a copy of the applicable App provided to you by us or on our behalf on a permitted device that you own or control.

9. Content 

In order to use the AI Companion, you need to provide your input (“Input”). You can provide Input by (a) writing what you need, or simply sharing your thoughts with the AI Companion, including – where such features are available – by uploading audio, images, or voice recordings, or (b) alternatively, you can select one of the suggested prompts displayed on the screen (e.g. “Something that sparked my curiosity”, “Something that happened this week”). Based on your Input, the AI Companion will generate a response (the “Output”, together with the Input, “Content”). The Output is text-based and may include suggestions such as meditation techniques, book recommendations, fitness activity, or reflections. 

In the event of intensive use over time, the AI Companion will ask whether you’d like to take a short break.

If you wish, you can allow your de-identified conversations with the AI Companion to be shared with us. Your conversations are safe (as they will remain private), and they will not be shared nor used outside the purposes described here. This would help us improve our Service, fix bugs, and enhance how the AI Companion communicates. You can change your sharing preferences at any time by contacting us at DPO@unobravo.com or through the Settings section of the App.

You represent and warrant that you have all rights, licences, and permissions needed to provide the Input. Specifically, you represent and warrant that any Input, and consequently the Content, will not (a) be deceptive, defamatory, obscene, pornographic, or unlawful; (b) infringe or misappropriate any copyright, trademark, patent, trade secret or other intellectual property or proprietary right; (c) contain any viruses, worms, or other malicious computer programming codes intended to damage our system or data; or (d) otherwise violate the rights of a third party (including data protection and self-image rights). Without limiting the foregoing, you will be solely responsible for obtaining from third parties all necessary rights for us to use the Input for the purposes of these Terms.

As between you and BUENCOCO, and to the extent permitted by applicable law, you retain your ownership rights in Input. 

Without limitation of Section 11 of these Terms, you acknowledge and agree that you do not acquire any  right, title, or interest in or to Output. We hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Output solely in accordance with these Terms and during the period these Terms are in effect.

You are responsible for ensuring the Input and any use of the Output does not violate any applicable law or these Terms, or any rights of a third party.

By uploading the Input, you hereby grant to us a fully paid up, royalty free, perpetual, irrevocable, worldwide, non-exclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, and otherwise exploit the Input, including as part of the Content, including for the purposes set out under Section 10 of these Terms. You will not be entitled to compensation for any use of the Content by us under these Terms.

You acknowledge that we have no obligation to pre-screen Content, although we reserve the right to remove any Content that violates these Terms or is unlawful or otherwise objectionable at our own discretion. We are constantly working to improve our Service to make it more accurate, reliable, safe, and beneficial. However, given the probabilistic nature of machine learning, use of our Service sometimes generates Output that does not accurately reflect your feelings or current needs.

When you use the Service, you understand and agree:

• You are 18 years of age or older;
• the chatbot is not a licensed therapist, counsellor, or healthcare provider, and it does not engage in therapeutic communication or decision-making;
• the AI Companion performs best in English, Spanish, French, and German;
• the Output may not always be complete or accurate, and you should not rely on the Output as a substitute for professional medical or mental health advice. Doing so could lead to unintended outcomes, including misinterpretation of information, inappropriate decision-making, or changes in behaviour that may affect for your personal circumstances or well-being;
• you are responsible for assessing whether the Output is accurate and appropriate for your situation, before using or sharing Output from the Service;
• any Output is for general informational purposes only, and must not be construed or used as medical advice nor engaging in therapeutic decision-making, and Output is not intended for use in clinical settings. You should not solely rely on anything contained in the Output, and you should consult a licensed physician or other health professionals for anything related to your health or mental health; and
• the Service may provide incomplete, incorrect, or offensive Output that does not reflect our views.

10. Use of the Content by us

In compliance with applicable laws, these Terms and our Privacy Policy, we can use your Content worldwide to:

• provide, maintain, develop, and improve our Service;
• comply with applicable law, enforce the Terms and keep our Service safe;
• identify and address Content that violates our Terms through automated systems and human review;
• detect crisis situations. In the event of crisis detection, we will suggest calling emergency services (e.g. 911) or your local crisis hotline immediately and we may re-direct you to sites where you can find support;
• train the large language model underlying the AI Companion with de-identified information, in order to improve the Service, enhance its interactions, and develop new features and functionalities. Further information can be found in our Privacy Policy. 

11. Our Intellectual Property Rights

We or our licensors retain and exclusively own all rights, title and interest in and to the Service and its components (including software, artwork, photos, videos, music, sounds, text, information and other materials posted, provided or otherwise made available through the Service, but excluding Input), including all intellectual proprietary rights, whether registered or not, which include, but are not limited to, copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights in and to the Service. Nothing in these Terms shall be construed as a transfer of any intellectual property rights (i) in and to the Service, or (ii) otherwise held or controlled by us or our affiliates.

We reserve all rights not expressly granted to you under these Terms.

12. Interview and Qualitative Research

As part of the Service, we may occasionally invite you to complete short surveys to share your feedback (e.g., what you like or what could be improved about the Service). In some cases, for instance after completing a survey or through pop-ups, you may also be invited to express interest in participating in interviews or user tests (“Interviews”). 

Participation in, or expressing interest in, an Interview does not guarantee selection to an Interview. Interview participants are chosen at our sole discretion among those who provided consent to receive marketing communications, based on factors such as survey responses, user behaviours or availability. Interviews may be conducted with or without video, at your discretion, with a member of our team. For unmoderated Interview, participants will be invited to complete self-paced interviews on a third-party website. The Interviews (whether moderated or unmoderated) may be recorded, and the recordings and transcripts will be shared with trusted third parties providers for analysis purposes only. The Interview’s results will be used for product development, user experience improvements, the development of marketing strategies as well as for any of our other internal business purpose. Occasionally we may request to use elements of the [Interviews] for external purposes (e.g. user comments or testimonials), in which case specific written consent by the Interview participant will be sought prior to publication. 

If you complete the Interview in full and within the required timeframe (as specified in the Interview’s invitation), you may receive a voucher issued by one of our partners of the amount specified within the Service (“Voucher”), redeemable online within a wide range of retailers and service providers in accordance with the Voucher terms and conditions applicable from time to time (“Voucher T&C”) and the information made available here by one of our partners. The Voucher amount will be stated in USD but paid – within one (1) month after participation in the Interview – in your local currency (equivalent as per exchange rate on the day of payment). The Voucher is not transferable, non-refundable and cannot be resold or redeemed for cash. Vouchers, including any unused or partially used Vouchers, will expire as set forth in the Voucher T&C. BUENCOCO is not liable for the fulfilment of, or your use of, the Voucher (including if a Voucher is lost, stolen, destroyed or used without permission) and does not have control over or responsibility for any retailer or service provider you may use to redeem the Voucher, as provided in the Voucher T&C applicable from time to time.

If you decide to participate in the Interview, you authorize, consent to, and grant us rights to the use of your image, voice, name and likeness solely for the purpose of the Interview and analysing the same as explained in this Section. You will be able to withdraw your authorization at any time.

13. Promotions, Contests and Sweepstakes

Promotions, contests, and sweepstakes that you enter on the Service or in connection with the Service (each, a “Promotion”) may be subject to official rules or conditions that are supplemental to these Terms, and which may provide eligibility requirements, entry instructions, deadlines, prize information and restrictions. If you wish to participate in a Promotion, please refer to the applicable official rules or conditions. If a Promotion’s official rules or conditions conflict with these Terms, the provisions contained in the official rules or conditions govern and control the relevant Promotion.

14. Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) THE SERVICE IS PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND (B) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. TO THE EXTENT YOU ACCESS AND RELY ON THE SUGGESTIONS PROVIDED IN THE CONTEXT OF THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE DOING SO AT YOUR OWN RISK. FURTHER, YOU ACKNOWLEDGE THAT ANY SUGGESTED ACTIVITIES MAY BE RISKY , AND YOU AGREE TO ACCEPT AND ASSUME ALL RISKS ARISING FROM ENGAGING IN ANY SUCH ACTIVITIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, (I) YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL CLAIMS, NOW KNOWN OR HEREAFTER KNOWN, AGAINST US ON ACCOUNT OF INJURY, ILLNESS, DISABILITY, DEATH, MENTAL ANGUISH, EMOTIONAL DISTRESS, PROPERTY DAMAGE OR OTHER HARM ARISING OUT OF OR ATTRIBUTABLE TO YOUR USE OF THE SERVICE, (II) YOU COVENANT NOT TO MAKE OR BRING ANY SUCH CLAIM AGAINST US, AND (III) YOU FOREVER RELEASE AND DISCHARGE US FROM ALL LIABILITY UNDER SUCH CLAIMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, (X) WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND IN CONNECTION WITH THE SERVICE, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCESSIBILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND (Y) WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, (1) AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE, (2) THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SERVICE WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS, (3) THAT THE OPERATION OF THE SERVICE WILL CONTINUE, BE TIMELY, CONSTANTLY AVAILABLE, UNINTERRUPTED, OR SECURE, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, (4) THAT THE SERVICE OR ANY COMPONENT THEREOF WILL BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OR (5) THAT THE CONTENT OR ANY OTHER RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELABLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVES WILL CREATE ANY SUCH WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IF YOU HAVE QUESTIONS OR COMPLAINTS IN CONNECTION WITH THIS SECTION, CONTACT US AT THE CONTACT ADDRESSES PROVIDED UNDER SECTION 22.

This Section applies without prejudice to Section 16.

If you are a California resident, you waive California Civil Code Section 1542, which states:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

15. Indemnification

To the maximum extent permitted by under applicable law, you will defend, indemnify and hold us, our affiliates, parent companies, officers, agents, employees, partners, licensors, contractors, permitted successors and permitted assigns (each of the foregoing, an “Indemnitee”) harmless from all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including, but not limited to, professional fees and reasonable attorneys’ fees incurred by one or more Indemnitees, to the extent directly or indirectly arising out of or resulting from: (a) your Content; (b) any breach of these Terms by you or any person accessing the Service using your account or device; (c) your access or use of the Service; (d) your violation of any applicable law or regulation; (e) your violation of the rights of any third party, including, but not limited to, privacy, intellectual property or proprietary rights with respect to your use of the Service, performance of your obligations under these Terms, or exercise of rights granted to you under these Terms. You agree that we will have the right to control the defence, negotiation, and settlement of any claim subject to indemnification by you and that you will fully cooperate with us in the defence, negotiation, or settlement of any such claim, and that we will have the right to select counsel handling such defence, negotiation or settlement in our sole discretion.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE (AND OUR AFFILIATES, PARENT COMPANIES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, LICENSORS, CONTRACTORS, PERMITTED SUCCESSORS AND PERMITTED ASSIGNS) WILL NOT BE LIABLE FOR ANY  INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR ANY SIMILAR DAMAGE OR LOSS, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE OR ANY CONTENT (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. WE WILL NOT BE LIABLE FOR THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE SERVICE. WITHOUT LIMITATION OF THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED ONE HUNDRED DOLLARS ($100).

IF THE APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OF LIABILITY AS SET FORTH ABOVE, THE LIMITATION WILL BE DEEMED MODIFIED SOLELY TO THE EXTENT NECESSARY TO COMPLY WITH APPLICABLE LAW.

17. Withdrawal and Termination

You have the right to withdraw from these Terms at any time, without providing any reason and without incurring into any costs, but subject to the following paragraph. To exercise your right of withdrawal, you must inform us using the contact details provided in Section 22 below. Lastly, you can also cancel your account in the Settings section of the App.

Notwithstanding any withdrawal pursuant to the foregoing paragraph, these Terms shall remain effective until you perform each of the following: (a) stop using our Service, (b) uninstall and delete any copies of the App in your possession, (c) leave the Site, and (d) cancel any account. You may stop using the Service and complete the foregoing at any time. 

We may withdraw from our agreement with you under these Terms at any time by providing you with at least thirty (30) day prior notice if, by way of example and without limitation: we discontinue the Service or any of its significant features, we introduce a materially different version of the Service requiring a new agreement, and/or there are business, operational, or legal reasons that make it no longer viable for us to provide the Service. 

We may take immediate action to restrict, suspend, or terminate your access to our Service or close your account for the Service, without prior notice, if we determine, in our sole discretion:

• you breached these Terms or violated applicable laws;
• we must do so to comply with applicable laws and regulations;
• your use of the Service could cause risk, harm or disruption to BUENCOCO, our other users, or anyone else;
• your account has been inactive for more than 24 months; or
• such actions are necessary to maintain a safe and compliant environment.

Upon expiration, termination, or cancellation of these Terms for any reason, (a) you must cease all use of the Service, leave the Site and uninstall and delete all copies of the App and any software included with the Service in your possession, and (b) all rights and obligations of both parties under these Terms will immediately terminate. Notwithstanding the foregoing, provisions of these Terms that are by their nature intended to survive termination or expiration of these Terms will survive.

If we decide to terminate your account, to the extent it is practical under the then-current circumstances, we will give you reasonable prior notice (in any case, no less than fifteen (15) days) so you can export your Content and/or your data from the Service, unless we determine in our discretion that it is not appropriate for us to do so, we reasonably believe that continued access to your account will cause damage to BUENCOCO, our other users, or anyone else, or we are legally prohibited from doing so.

18. Arbitration, Governing Law and Jurisdiction

THIS SECTION INCLUDES AN ARBITRATION AGREEMENT, AN AGREEMENT THAT ALL CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY (AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING), AND A JURY TRIAL WAIVER. PLEASE READ IT CAREFULLY. YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE OPT OUT PROCEDURE DESCRIBED BELOW.

These Terms, their subject matter and their formation, and your use of the Service, including any arbitration proceeding outlined below, will be governed by the laws of the State of Delaware, without application of its principles as to conflict of laws. 

Arbitration Agreement: Any dispute, controversy, or claim (collectively, “Claim”) relating in any way to or arising under or from these Terms or your use of the Service will be finally resolved only by binding arbitration. This mandatory arbitration agreement applies equally to you and us. However, this arbitration agreement does not (a) govern any Claim by us for infringement of our intellectual property or access to the Service that is unauthorized or exceeds authorization granted in these Terms or (b) bar you from making use of applicable small claims court procedures in appropriate cases. If you are an individual, you may opt out of this arbitration agreement within thirty (30) days of the first of the date you access or use the Service by following the procedure described below.

Any arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect.

Payment for any and all filings, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, we will pay for the filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.

The seat of any arbitration brought under or in connection with these Terms shall be Wilmington, Delaware.  Arbitration proceedings will be conducted in the English language.  

If you do not want to arbitrate disputes with us and you are an individual, you may opt out of this arbitration agreement by sending an email to support@heyclary.ai within thirty (30) days of the first date you access or use the Service. UNLESS YOU OPT OUT PURSUANT TO THE FOREGOING SENTENCE, EACH PARTY’S RIGHT TO LITIGATE IN COURT IS WAIVED, EXCEPT AS SPECIFICALLY SET FORTH ABOVE OR AS ANCILLARY TO OR IN AID OF ARBITRATION, AND ANY CLAIM MUST BE DECIDED THROUGH ARBITRATION.

CLASS ACTION WAIVER: ANY CLAIM YOU OR WE MAKE ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, INCLUDING UNDER THESE TERMS, MUST BE BROUGHT IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING (“CLASS ACTION”). THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO MAINTAIN OR PARTICIPATE IN ANY CLASS ACTION IN ANY FORUM, AND ANY CLAIM MUST BE DECIDED INDIVIDUALLY. IF ANY CLAIM IS DETERMINED BY ARBITRATION, THE ARBITRATOR WILL NOT HAVE AUTHORITY TO COMBINE OR AGGREGATE SIMILAR CLAIMS OR CONDUCT ANY CLASS OR GROUP PROCEEDING OR TO MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION.  ANY CLAIM THAT ALL OR PART OF THIS CLASS ACTION WAIVER IS UNENFORCEABLE, VOID, OR VOIDABLE MAY BE DETERMINED ONLY BY A COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR.

If the above class action waiver is found to be unenforceable, then the entirety of the arbitration agreement in this Section 18, if otherwise effective, shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

Any and all court proceedings ancillary to, in aid of, or to enforce arbitration under these Terms or otherwise asserted or brought with respect to these Terms or your use of the Service shall be brought exclusively in the Courts of Delaware. Each of the Parties irrevocably consent to the jurisdiction of such courts, and irrevocably waives any and all right to object to the placing of venue of any litigation in such courts.  Notwithstanding this consent to jurisdiction, any proceeding to enforce or execute upon any final arbitration award, or judgment thereon, may be brought in any court of competent jurisdiction. 

JURY TRIAL WAIVER: IN AND WITH RESPECT TO ANY COURT PROCEEDING BROUGHT HEREUNDER, THE PARTIES IRREVOCABLY WAIVE AND RELINQUISH THE RIGHT TO HAVE ANY CLAIM, MATTER OR ISSUE DECIDED BY A JURY. THIS JURY TRIAL WAIVER IS SEPARATE AND INDEPENDENT FROM THE REMAINING PROVISONS OF THIS SECTION.

19. General

We may issue any notice that is required or referenced in these Terms to you by (a) email, (b) posting notice through the Service, or (c) other legally accepted means. Notices sent by email will be effective when we send the email to the address you provided to us, and notices we provide by posting through the Service will be effective upon posting. Electronic delivery of a notice will have the same legal effect as if we provided you with a physical copy.

You will not assign, subcontract, delegate, or otherwise transfer these Terms, or your rights and obligations under these Terms, without obtaining the prior written consent of one of our authorized representatives, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be void ab initio. We may assign these Terms, or any right set out in these Terms, in whole or in part, without your consent, to any person or entity at any time, on condition that the assignment does not diminish the protection of your rights.

Any failure by us to exercise or enforce any of our rights under these Terms shall not amount to, nor be construed as a waiver of our right to enforce such rights. Any waiver of such rights will only be effective if it is in writing and signed by one of our authorized representatives. The rights and remedies under these Terms are cumulative and are in addition to and not in substitution for any other rights and remedies available at law.

If any provision or part of these Terms is found to be unlawful, void or for any reason unenforceable, that provision, or the affected part thereof, will be deemed reformed and construed to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible to give effect to as much of these Terms as possible. Any unaffected provision of these Terms will remain in full force and effect.

These Terms will be binding upon the parties and their respective successors and permitted assigns.

20. Changes to the Terms and the Service

We are continuously working to develop and improve our Service. We may amend, update or change these Terms from time to time to:

• remove or release new features, technologies, or services;
• comply with legal, regulatory, or contractual requirements;
• adapt the terms to any decision issued by a court, consumer authority or any other competent authority which affects the Service;
• meet security or safety reasons;
• respond to exceptional or unforeseen circumstances beyond our reasonable control;
• meet other justifiable or business reasons; and
• make mere formal amendments (e.g. to correct spelling errors).

If we need to make changes we will notify you with reasonable prior notice (in any case, no less than fifteen (15) days) by sending an email to the email address you provided us in the registration process or via an in-product notification, highlighting the date when the changes will come into force, the amendments made and the possible consequences for you, in order to let you have a proper understanding of the changes and decide whether to terminate the Terms with us. 

If you do not agree to the changes, as your sole recourse you must stop using our Service, leave the Site, uninstall and delete any copies of the App or any software included in the Service in your possession, and cancel your account. Your use of the Service following any such change will be deemed agreement with and constitute acceptance of such changes and your agreement to be bound by the revised Terms.

Without limitation of the foregoing, we reserve the right to modify, change, refine, add or remove features of the Service, in our sole discretion, without prior notice to you and without liability to anyone, including you or any third party. If you disagree with any changes to the Service, you agree that your sole recourse will be to stop using the Service, leave the Site, uninstall and delete any copies of the App or any software included in the Service in your possession, and cancel your account. 

By continuing to access the Service after any changes or modifications, you will be deemed to agree with such changes or modifications and accept the Service as modified.

21. Trade controls

You must comply with all applicable trade laws, including sanctions and export control laws. Our Service may not be used in, for the benefit of, or exported or re-exported to: 

(a) any country or territory subject to comprehensive sanctions under applicable U.S., UK, or EU laws; or 

(b) any individual or entity listed on any sanctions or restricted parties list under applicable trade laws.

You must not use the Service for any purpose prohibited by applicable trade laws. Where the provision of the Service to you would be unlawful under applicable sanctions or export control laws, we will not make the Service available.

Your Input must not include material or information that would require a government license for release or export under applicable laws.

22. Contact and feedback

If you have questions or complaints, contact us at the following address: support@heyclary.ai

We appreciate your feedback about our Service. You agree that we may use it to provide, maintain, develop, and improve our Service, without compensation to you.