Terms and Conditions

1. Interpretation and Definitions

Words with capitalized initials have the meanings defined below and apply whether used in the singular or plural.

• Company(“We”, “Us”, or “Our”): Mscommerce Ltd, 45 Fitzroy Street, Fitzrovia, 4th Floor, Silverstream House, London, England, W1T 6EB.
• Service: the Clonio website at clonio.io, the Clonio software, the creator Marketplace, and all related features and content.
• You / User: the individual or legal entity accessing or using the Service.
• User Content: any content you upload, submit, post, or transmit through the Service, including images, video, audio, text, links, and profile information.
• Generated Content: content produced by the Service using artificial intelligence at your direction.
• Marketplace: the features that allow brands and creators to connect, post and apply for work, communicate, and collaborate.

2. Acknowledgment

By using the Service you confirm that you are at least 18 years old and agree to these Terms, our Privacy Policy, and our EULA. If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

3. Accounts and Eligibility

You are responsible for keeping your account credentials secure and for all activity under your account. You agree to provide accurate information and to keep it up to date. We may suspend or terminate accounts that provide false information or that we reasonably believe are being used in breach of these Terms.

4. Licence to Use the Service

Subject to these Terms and your payment of any applicable fees, the Company grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your own lawful purposes. You may not copy, resell, sublicense, reverse-engineer, or exploit the Service except as expressly permitted.

5. Acceptable Use

You agree that you will not use the Service to:

• break any applicable law or regulation, or infringe the rights of others;
• upload, generate, or distribute content that is unlawful, defamatory, obscene, infringing, or that impersonates any person without authorization;
• create deceptive, fraudulent, or deep-fake content, or content that misuses a person's name, image, likeness, or voice without their consent;
• attempt to gain unauthorized access to the Service, other accounts, or our systems, or interfere with the Service's operation or security;
• abuse, harass, or defraud any other user, brand, or creator on the Marketplace.

We may remove content and suspend or terminate accounts that breach this section.

6. User Content and the Marketplace

You retain ownership of your User Content. You grant the Company a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, display, and process your User Content solely to operate, provide, and improve the Service (including showing your portfolio and profile to brands on the Marketplace).

You represent and warrant that you own or have all rights, licences, and consents necessary to your User Content, and that it does not and will not infringe or violate the intellectual property, privacy, publicity, or other rights of any person, or any law. You are solely responsible for your User Content and for your interactions with other users. The Company does not control, endorse, or assume responsibility for any User Content or for the conduct of any user, and disclaims all liability arising from User Content or from dealings between users on the Marketplace.

7. AI-Generated Content

The Service uses artificial intelligence to help you create content. Generated Content is produced automatically and may not be unique, accurate, or free of similarity to other outputs. You are responsible for reviewing Generated Content and ensuring that your use of it is lawful and does not infringe the rights of others. The Company makes no representation or guarantee as to any results, earnings, views, or outcomes you may achieve using the Service.

8. Intellectual Property and Copyright (DMCA)

The Service, and all software, branding, and content provided by the Company (excluding User Content), are owned by the Company or its licensors and are protected by intellectual property laws.

The Company respects intellectual property rights and expects users to do the same. If you believe content on the Service infringes your copyright, please send a takedown notice to support@clonio.io including: (a) your contact details; (b) identification of the copyrighted work; (c) identification and location of the allegedly infringing material; (d) a statement that you have a good-faith belief the use is not authorized; and (e) a statement that the information is accurate and that you are the rights holder or authorized to act on their behalf. We will review valid notices promptly, remove or disable infringing material where appropriate, and may terminate the accounts of repeat infringers.

9. Links to Other Websites

The Service may contain links to third-party websites or services that we do not own or control. We are not responsible for their content or practices. Use them at your own risk.

10. Payments, Subscriptions and Refunds

Paid plans are billed on a recurring basis (for example, monthly or annually) and automatically renew until cancelled. You may cancel at any time; cancellation stops future renewals but does not entitle you to a refund for the current period.

By purchasing Clonio you gain immediate access to our digital software platform. Under the UK Consumer Contracts Regulations 2013 the usual 14-day cancellation right does not apply to digital content once access has been granted with your consent; by purchasing you request immediate access and waive that 14-day right. Except where required by law, all sales are final and we do not provide refunds, exchanges, or credits — including for change of mind, unmet expectations, personal or financial circumstances, or accidental purchases.

You agree not to initiate chargebacks, disputes, or payment reversals. Any unjustified dispute may result in permanent termination of your account and loss of access to the Service.

11. Disclaimer of Warranties

The Service is provided “as is” and “as available”, without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted or error-free operation, to the maximum extent permitted by law.

12. Limitation of Liability

To the maximum extent permitted by law, in no event shall the Company or its directors, officers, employees, affiliates, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or relating to your use of (or inability to use) the Service, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if advised of the possibility of such damages.

In no event shall the Company's total aggregate liability to you for all claims arising out of or relating to the Service or these Terms exceed the greater of (a) the total amount you actually paid to the Company in the twelve (12) months immediately preceding the event giving rise to the liability, or (b) fifty pounds sterling (£50). This includes, without limitation, any claim relating to User Content, Generated Content, or third-party intellectual-property claims. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you; in that case our liability is limited to the maximum extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, affiliates, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your use or misuse of the Service; (b) any User Content or Generated Content you upload, create, or distribute; (c) your violation of these Terms or any applicable law; (d) your infringement or misappropriation of any intellectual property, privacy, publicity, or other right of any person or entity; or (e) any dispute between you and any other user, brand, or creator. The Company may assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with such defense.

14. Dispute Resolution, Arbitration and Class Action Waiver

Please read this section carefully — it affects your legal rights. Before starting any formal proceeding, you agree first to contact us at support@clonio.io and to attempt in good faith to resolve the dispute informally for at least thirty (30) days.

Except where prohibited by applicable law, any dispute, claim, or controversy arising out of or in connection with these Terms or the Service that is not resolved informally shall be finally settled by binding arbitration on an individual basis under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with those Rules. The seat of arbitration shall be London, England, and the language shall be English.

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. You and the Company waive any right to a jury trial and to participate in a class or collective action. If this class-action waiver is found unenforceable in a particular case, the remainder of this section shall still apply. Nothing in this section prevents either party from seeking urgent injunctive relief from a court to protect its intellectual property or confidential information.

15. Governing Law

These Terms are governed by the laws of England and Wales, without regard to conflict-of-law rules. Subject to Section 14, the courts of England and Wales shall have jurisdiction, and you consent to that jurisdiction and venue.

16. Termination

We may suspend or terminate your access to the Service immediately, without notice, if you breach these Terms or if we reasonably believe your use may cause harm or legal risk. On termination, your licence to use the Service ends. Sections that by their nature should survive termination (including Limitation of Liability, Indemnification, Dispute Resolution, and Intellectual Property) will survive.

17. Data Protection and Privacy

We process personal data in accordance with our Privacy Policy and applicable data protection laws, including the UK GDPR, the EU General Data Protection Regulation (GDPR), and, where applicable, the California Consumer Privacy Act (CCPA/CPRA). Our Privacy Policy explains what data we collect, how we use it, the third-party tools we use, how long we keep it, and how you can access or delete your data. By using the Service you acknowledge our Privacy Policy.

18. Severability, Waiver and Entire Agreement

If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full effect. Our failure to enforce any provision is not a waiver of our right to do so later. These Terms, together with the Privacy Policy and the EULA, constitute the entire agreement between you and the Company regarding the Service.

19. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated in advance where reasonably practicable. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

20. Contact Us

If you have any questions about these Terms, please contact: support@clonio.io