Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you, whether as an individual or on behalf of an organization ("you," "your," or "User"), and CEO AI Ltd ("CEO AI," "we," "us," or "our"), a company registered in Ras Al Khaimah, UAE, concerning your access to and use of our AI Agent SaaS platform (the "Platform" or "Service").

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

2. Definitions

"Account"

The unique account created for you or your organization to access the Platform.

"AI Agent" or "Agent"

Artificial intelligence-powered software agents provided through or created within our Platform that perform automated tasks and workflows.

"Agent Marketplace"

The automated system within the Platform where the CEO Agent selects and delegates tasks to Agents created by all users based on suitability, performance ratings, and other factors.

"CEO Agent"

The central AI Agent within the Platform that orchestrates multitask workflows by analyzing requirements, selecting appropriate Agents, and coordinating task delegation.

"Content"

Any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials.

"Credits"

Usage units purchased, earned, or allocated to your Account that are consumed when you use AI features on the Platform.

"Customer Data"

All electronic data, text, messages, or other materials submitted to the Platform by you or on your behalf.

"Earned Credits"

Credits you receive as compensation when your Agent is selected for tasks by other users or when you earn referral commissions from paid referrals.

"Multitask Workflow" or "Project Workflow"

Complex tasks submitted to the CEO Agent that require multiple steps and delegation to multiple Agents.

"Personal Data"

Any information relating to an identified or identifiable natural person.

"Platform" or "Service"

The CEO AI Ltd AI Agent SaaS platform, including all related software, applications, APIs, and documentation.

"RAG Memory" or "Agent Memory"

Retrieval-Augmented Generation memory that you upload to your Agents to enhance their knowledge, capabilities, and performance characteristics.

"Subscription"

The service plan you have selected that defines your access level and usage parameters.

"User"

You, the individual or legal entity accessing or using the Platform.

3. Service Description

3.1 Platform Overview

CEO AI operates an AI Agent SaaS platform that enables organizations to deploy, manage, and scale intelligent automation through artificial intelligence agents. The Platform is delivered as a cloud-based Software-as-a-Service solution.

3.2 Agent Marketplace and Workflow Delegation

3.2.1 Automated Agent Selection

When you create a Multitask Workflow or submit a project request to the CEO Agent, the CEO Agent automatically:

• Analyzes the requirements and complexity of your request
• Identifies an architect Agent to design the solution and create a task list
• Selects the most suitable Agents from across all users to complete individual tasks
• Coordinates the execution of tasks and compilation of results

Agent Selection Criteria

The CEO Agent has visibility into all Agents created by all users on the Platform and selects Agents based on:

• Agent capabilities and specializations
• Agent performance ratings and historical success
• Relevance to the specific task requirements
• Agent availability and response time

3.2.2 Agent Upskilling and RAG Memory

You may enhance your Agents by uploading RAG Memory, including:

• Domain-specific knowledge and documentation
• Procedures, methodologies, and best practices
• Examples and templates
• Any other information that improves Agent performance

When your Agent is selected for tasks by other users:

• Your Agent's RAG Memory will be utilized to inform its performance
• The specific content of your RAG Memory is not exposed to other users
• The knowledge, approaches, and "way of doing things" embedded in your RAG Memory will influence the Agent's outputs
• Better-trained Agents typically receive higher ratings, increasing their selection frequency

3.2.3 Agent Visibility and Marketplace Participation

By default, all Agents you create are visible to the CEO Agent and eligible for selection in the Agent Marketplace. Currently, there is no option to create private Agents that are excluded from the Agent Marketplace.

3.2.4 Future Private Agent Feature

We may introduce a "Private Agent" feature in the future that allows you to create Agents that are not visible to or selectable by the Agent Marketplace. If implemented:

• This feature may not be available on all pricing plans
• The availability and terms will be specified in the plan details at that time
• Existing Agents may remain in the Agent Marketplace unless you specifically designate them as private

3.3 Service Access

Access to the Platform is provided on either a subscription basis or a pay-as-you-go basis using Credits. Your specific features, capabilities, and usage limits are determined by your chosen plan. We reserve the right to modify, update, or discontinue features with reasonable notice.

3.4 Service Availability

While we strive to maintain continuous availability, we do not guarantee uninterrupted access. Scheduled maintenance, updates, and unforeseen circumstances may result in temporary service disruptions. We will provide advance notice of scheduled maintenance when reasonably possible.

4. Account Registration and Security

4.1 Account Creation

To use the Platform, you must create an Account by providing accurate and complete information, including a valid email address. You represent and warrant that all information you provide is truthful and current.

4.2 Account Credentials

You are responsible for maintaining the confidentiality of your Account credentials (username and password). Each Account is intended for use by a single authorized individual unless your Subscription specifically permits multiple users.

4.3 Account Security

You agree to:

• Notify us immediately of any unauthorized access to your Account
• Ensure your password meets security requirements and is changed regularly
• Not share your Account credentials with any third party
• Accept responsibility for all activities that occur under your Account

4.4 Account Suspension or Termination

We reserve the right to suspend or terminate your Account immediately, without prior notice, if you violate these Terms or engage in activity that we determine, in our sole discretion, to be harmful to the Platform, other users, or our business interests.

5. Intellectual Property Rights

5.1 Platform Ownership

The Platform, including all underlying technology, software code (source and object), algorithms, architecture, user interfaces, documentation, and related intellectual property, is and shall remain the exclusive property of CEO AI Ltd. These Terms do not grant you any ownership rights to the Platform.

5.2 Limited License to Platform

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business purposes during your active Subscription term or while you maintain a positive Credit balance.

5.3 Customer Data Ownership

You retain all ownership rights to your Customer Data, including any RAG Memory you upload to your Agents. You are solely responsible for the accuracy, quality, integrity, legality, and appropriateness of your Customer Data.

5.4 License to Customer Data and Agent Memory

By submitting Customer Data to the Platform, including uploading RAG Memory to your Agents, you grant CEO AI a non-exclusive, worldwide, royalty-free license to use, process, store, and analyze such data solely to:

• Provide and maintain the Service
• Enable your Agents to perform tasks for you and other users through the Agent Marketplace
• Improve and develop the Platform
• Train and refine AI models that power the Service
• Generate aggregated, anonymized analytics and insights

Agent Memory Usage

By uploading RAG Memory to your Agents, you acknowledge and agree that:

• Your Agent may be selected by the CEO Agent to perform tasks for other users
• Your Agent's RAG Memory will be utilized when performing tasks for other users
• The knowledge, methodologies, and approaches contained in your RAG Memory will influence your Agent's performance
• Other users will benefit from your Agent's enhanced capabilities without direct access to the RAG Memory content itself
• You may receive Earned Credits when your Agent is selected for tasks

This license terminates when you delete your Customer Data or terminate your Account, except for data retained in accordance with our data retention policies.

5.5 Agent Outputs

When your Agent performs tasks for other users through the Agent Marketplace:

• The outputs generated by your Agent for other users belong to those users
• You do not retain ownership or rights to outputs your Agent generates for other users
• Other users may use outputs generated by your Agent for their own purposes

5.6 Restrictions

You shall not:

✗ Copy, modify, or create derivative works of the Platform
✗ Reverse engineer, decompile, or disassemble the Platform
✗ Remove or modify any proprietary notices on the Platform
✗ Use the Platform to develop competing products or services
✗ Access the Platform to build a similar or competitive service
✗ Attempt to extract or reverse-engineer other users' Agent Memory or proprietary methods

6. Acceptable Use and Prohibited Activities

6.1 Acceptable Use

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You are responsible for ensuring that your use complies with all applicable laws and regulations.

6.2 Agent Memory and Upskilling Responsibilities

When uploading RAG Memory to enhance your Agents, you represent and warrant that:

• You have the legal right to upload and use all content in the RAG Memory
• The RAG Memory does not contain confidential information belonging to third parties without proper authorization
• The RAG Memory does not infringe any third-party intellectual property rights
• The RAG Memory does not contain illegal, harmful, or malicious content
• You understand that your Agent's enhanced capabilities will be available when your Agent performs tasks for other users

6.3 Prohibited Activities

You shall not:

a) Illegal Activities

Use the Platform for any unlawful purpose or in violation of any local, national, or international law.

b) Harmful Content

Upload, transmit, or distribute any Content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.

c) Security Violations

Attempt to gain unauthorized access to the Platform, other users' accounts, other users' Agent Memory, or any systems or networks connected to the Platform.

d) System Interference

Interfere with or disrupt the Platform or servers or networks connected to the Platform, including introducing viruses, malware, or other malicious code.

e) Data Mining

Use automated systems (bots, scrapers, crawlers) to access the Platform without our express written permission.

f) Excessive Usage

Use the Platform in a manner that exceeds reasonable usage limits or negatively impacts Platform performance for other users.

g) Unauthorized Resale

Resell, sublicense, or otherwise commercialize access to the Platform without our written authorization.

h) Misrepresentation

Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity.

i) Agent Marketplace Abuse

Engage in any activity designed to manipulate Agent ratings, artificially inflate Agent selection, or otherwise abuse the Agent Marketplace system.

j) Malicious Agent Training

Upload RAG Memory designed to cause your Agent to produce harmful, misleading, or malicious outputs when selected by other users.

k) Intellectual Property Theft

Attempt to extract, reverse-engineer, or copy proprietary methodologies, or processes.

6.4 Consequences of Violation

Violation of these acceptable use provisions may result in immediate suspension or termination of your Account without refund, forfeiture of Earned Credits, and we reserve the right to pursue any available legal remedies.

7. Fees, Payment, Credits, and Billing

7.1 Pricing Models

CEO AI offers two primary pricing models:

Subscription Plans

Monthly or annual recurring billing with allocated Credits per billing period

Pay-As-You-Go

Purchase Credits as needed without a recurring subscription

Current pricing is available on our website. All fees are stated in United States Dollars (USD) unless otherwise specified.

7.2 Credits

7.2.1 What Are Credits

Credits are usage units that are consumed when you use AI features on the Platform, including but not limited to:

• AI Agent inputs and prompts
• AI-generated outputs and responses
• AI processing and computations
• Model inference and predictions
• Data analysis and transformations
• Multitask Workflows and project requests to the CEO Agent

The number of Credits consumed varies based on the complexity and computational requirements of each operation.

7.2.2 Credit Types

Your Account may contain different types of Credits:

Purchased Credits

Credits you buy directly through payment

Subscription Credits

Credits allocated as part of your Subscription plan

Earned Credits

Credits from Agent selection compensation or paid referral commissions (withdrawable)

Bonus Credits

Promotional bonuses and sign-up rewards (non-withdrawable)

7.2.3 Credit Consumption

Credit usage is calculated based on factors including:

• Token count (for language model operations)
• Model type and complexity
• Output length and format
• Number of Agents involved in Multitask Workflows

You can monitor your Credit balance and usage in real-time through your Account dashboard.

7.2.4 Purchasing Credits

For Pay-As-You-Go users:

• Credits can be purchased at any time through your Account
• Minimum purchase amounts may apply
• Credits are added to your Account immediately upon successful payment
• Purchased Credits do not expire and roll over indefinitely

For Subscription users:

• You receive an allocation of Subscription Credits each billing period
• Unused Subscription Credits roll over to subsequent billing periods
• You may purchase additional Credits if you exceed your allocation
• Additional Purchased Credits do not expire

7.2.5 Earning Credits

You can earn Credits through:

Agent Selection Compensation:

• When the CEO Agent selects your Agent to perform tasks for other users
• Compensation is based on task complexity, duration, and Agent performance
• Earned Credits are added to your Account upon task completion and verification

Referral Program:

• When you refer new users who make payments (purchase Credits or subscribe)
• Referral commission rates are specified in your Account or on our website
• Earned Credits from paid referrals are added after the referred user's payment is processed

Note: Referring users who only register without making payments may result in Bonus Credits (non-withdrawable) rather than Earned Credits.

7.2.6 Credit Withdrawal

Earned Credits Only

Only Earned Credits (those received from Agent selection compensation or paid referral commissions) may be withdrawn for cash.

Non-Withdrawable Credits

The following Credits cannot be withdrawn for cash:

✗ Purchased Credits
✗ Subscription Credits
✗ Bonus Credits
✗ Gifted Credits
✗ Credits from referrals who have not made payments

Withdrawal Process:

• You may request withdrawal of Earned Credits through your Account dashboard
• Minimum withdrawal amounts may apply
• Withdrawals are processed to your designated payment method
• Processing time is typically 5-10 business days
• Withdrawal fees may apply as specified in your Account
• We reserve the right to verify legitimacy of Earned Credits before processing withdrawals

Withdrawal Restrictions:

We may deny or delay withdrawal requests if:

• We suspect fraudulent activity or Agent Marketplace abuse
• Earned Credits resulted from violations of these Terms
• There are unresolved disputes regarding your Account
• Required verification information is not provided
• You have outstanding obligations to CEO AI

7.2.7 Credit Depletion

When your Credit balance reaches zero:

• You will not be able to use AI features until you purchase additional Credits
• Your Agents will not be available for selection by the CEO Agent for other users' tasks
• Your Account and Customer Data remain accessible
• Non-AI features of the Platform may continue to function
• We will send notifications as your Credit balance approaches zero

7.2.8 Credits Are Non-Refundable

ALL CREDITS PURCHASES ARE FINAL AND NON-REFUNDABLE.

This includes:

• Purchased Credits
• Subscription Credits
• Additional Credits purchased beyond Subscription allocations
• Unused Credits upon Account termination

Earned Credits that have not been withdrawn are also forfeited upon Account termination. Credits have no cash value except for Earned Credits that may be withdrawn as specified in Section 7.2.6. Credits cannot be transferred, sold, or exchanged except as expressly permitted by CEO AI.

7.2.9 Credit Pricing Changes

We reserve the right to modify Credit pricing and earning rates with thirty (30) days' advance notice. Price changes will not affect Credits already in your Account but will apply to future purchases and earnings.

7.3 Subscription Billing

7.3.1 Billing Cycles

Subscriptions are billed on a monthly or annual basis as selected by you at registration. Annual Subscriptions are billed in advance for the entire year.

7.3.2 Payment Methods

We accept payment via credit card, debit card, or other payment methods we may make available. You authorize us to charge your designated payment method for all fees incurred.

7.3.3 Automatic Renewal

Your Subscription will automatically renew at the end of each billing cycle unless you cancel prior to the renewal date. We will charge your payment method on file for the renewal at the then-current rates.

7.3.4 Price Changes

We reserve the right to modify our Subscription pricing with thirty (30) days' advance notice. Price changes will apply to subsequent billing cycles following the notice period. Your continued use of the Platform after the price change takes effect constitutes acceptance of the new pricing.

7.4 Taxes

All fees are exclusive of applicable taxes, duties, or levies (including VAT, sales tax, or similar taxes). You are responsible for payment of all such taxes, except for taxes based on our net income.

7.5 Late Payment and Suspension

For Subscription accounts:

If payment is not received by the due date, we may suspend access to your Account after providing five (5) days' notice. Access will be restored upon receipt of all outstanding amounts. We reserve the right to charge a reactivation fee for accounts suspended due to non-payment.

For Pay-As-You-Go accounts:

If your Credit balance reaches zero, AI features will be unavailable until you purchase additional Credits.

7.6 Refund Policy

7.6.1 Credits

Credits are non-refundable under all circumstances, except for Earned Credits which may be withdrawn subject to Section 7.2.6.

7.6.2 Subscription Fees

Subscription fees are generally non-refundable except as required by law. If you cancel your Subscription during a billing cycle, you will not receive a refund for that cycle but will retain access until the end of the then-current period.

7.6.3 Exceptions

We may, at our sole discretion, provide refunds in exceptional circumstances such as:

• Extended service outages caused by CEO AI
• Billing errors
• Other circumstances we deem appropriate

8. Customer Data and Usage

8.1 Data Responsibility

You are solely responsible for:

• The accuracy and legality of your Customer Data
• Obtaining all necessary rights and consents to submit Customer Data to the Platform
• Ensuring your Customer Data does not infringe any third-party rights
• Compliance with all applicable data protection laws regarding your Customer Data
• Ensuring RAG Memory uploaded to your Agents is appropriate for use by other users
• Understanding that your Agent's enhanced capabilities will benefit other users when your Agent is selected

8.2 Data Security

We implement industry-standard security measures to protect Customer Data, including RAG Memory. However, no system is completely secure, and we cannot guarantee absolute security. You acknowledge the inherent security risks of internet transmission.

8.3 Data Processing

We process Customer Data solely in accordance with your instructions through the Platform and as necessary to provide the Service. We will not access or use Customer Data except:

• To provide and maintain the Service
• To enable the Agent Marketplace functionality
• To prevent or address technical or security issues
• As required by law
• With your explicit consent

8.4 Agent Memory and Marketplace Usage

By uploading RAG Memory to your Agents, you acknowledge and consent to:

• Your Agent being available for selection by the CEO Agent for other users' tasks
• Your Agent's RAG Memory being utilized when performing tasks for other users
• The computational and knowledge resources you provide benefiting the broader user community
• Receiving Earned Credits as compensation when your Agent is selected

You understand that while the specific content of your RAG Memory is not directly exposed to other users, the knowledge, approaches, and methodologies it contains will influence your Agent's performance on tasks for other users.

8.5 Data Backup

While we maintain regular backups, you are responsible for maintaining your own backup copies of Customer Data, including RAG Memory. We are not liable for any loss or corruption of Customer Data.

8.6 Data Export

You may export your Customer Data at any time using the Platform's export functionality. Upon termination, we will make your Customer Data available for export for thirty (30) days, after which it may be deleted in accordance with our data retention policy.

9. Term, Termination, and Effect of Termination

9.1 Term

These Terms commence when you create an Account and continue until terminated by either party in accordance with this Section.

9.2 Termination by You

For Subscription accounts:

• Monthly Subscriptions: Cancel at least three (3) days before your next billing date
• Annual Subscriptions: Provide written notice at least thirty (30) days before your renewal date

For Pay-As-You-Go accounts:

You may close your Account at any time. Unused Credits will be forfeited as they are non-refundable. Earned Credits that have not been withdrawn will also be forfeited.

9.3 Termination by CEO AI

We may terminate your Account immediately if:

• You breach any provision of these Terms
• You engage in fraudulent activity, Agent Marketplace abuse, or manipulation
• You upload malicious or harmful RAG Memory to your Agents
• Your Account remains inactive for twelve (12) consecutive months
• We discontinue the Platform (with thirty (30) days' notice)

9.4 Effect of Termination

Upon termination:

• Your access to the Platform will cease immediately
• Your Agents will be removed from the Agent Marketplace and will no longer be available for selection
• You will remain responsible for all fees incurred through the termination date
• All unused Credits will be forfeited (Credits are non-refundable)
• Earned Credits that have not been withdrawn will be forfeited
• We will retain your Customer Data for thirty (30) days to allow for export
• All licenses granted under these Terms will immediately terminate
• Sections that by their nature should survive termination will remain in effect

9.5 Data Deletion

After the thirty (30) day export period following termination, we will delete or anonymize your Customer Data in accordance with our data retention policies, except as required by law.

10. Privacy and Data Protection

10.1 Privacy Policy

Our collection, use, and protection of your Personal Data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the practices described in the Privacy Policy.

10.2 Data Location

Customer Data and Personal Data may be stored and processed in data centers located in various jurisdictions as described in our Privacy Policy. By using the Platform, you consent to this international transfer and processing.

10.3 Compliance

We comply with applicable data protection laws, including UAE data protection regulations and the EU General Data Protection Regulation (GDPR) where applicable. We implement appropriate technical and organizational measures to protect Personal Data.

11. Warranties and Disclaimers

11.1 Your Warranties

You represent and warrant that:

• You have the legal authority to enter into these Terms
• Your use of the Platform will comply with all applicable laws
• Your Customer Data does not infringe any third-party rights
• You have obtained all necessary consents for data processing
• Any RAG Memory you upload to your Agents is legally permissible and appropriate for use in the Agent Marketplace
• You understand and accept that your Agents may perform tasks for other users using the knowledge you provide

11.2 Platform Warranty

We warrant that the Platform will perform substantially in accordance with our documentation under normal use. This warranty does not apply to issues caused by misuse, unauthorized modifications, or factors outside our reasonable control.

11.3 Disclaimer of Warranties

DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.2, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES REGARDING ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT
• WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE
• WARRANTIES REGARDING THE RESULTS OBTAINED FROM USE OF THE PLATFORM
• WARRANTIES REGARDING AGENT SELECTION FREQUENCY OR EARNED CREDITS AMOUNTS
• WARRANTIES REGARDING THE PERFORMANCE OR OUTPUTS OF AGENTS SELECTED FROM THE AGENT MARKETPLACE

11.4 AI and Agent Marketplace Limitations

You acknowledge that:

• AI Agents may produce unexpected or inaccurate outputs
• Agents created by other users may perform tasks differently than you would perform them
• Agent selection by the CEO Agent is automated and based on multiple factors
• Your Agent's selection frequency may vary and is not guaranteed
• Earned Credits amounts may fluctuate based on marketplace dynamics
• AI-generated Content should be reviewed before use in production environments
• We do not warrant that AI Agents will meet your specific requirements
• Human oversight of AI Agent activities is recommended
• Credit consumption rates may vary based on usage patterns and are estimates
• The quality and appropriateness of RAG Memory uploaded by other users is not guaranteed

12. Limitation of Liability

12.1 Exclusion of Indirect Damages

EXCLUSION OF INDIRECT DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY UAE LAW, CEO AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption
• Loss of goodwill or reputation
• Cost of substitute services
• Loss or forfeiture of Credits (Purchased, Earned, or otherwise)
• Damages arising from Agent Marketplace participation
• Damages arising from outputs produced by Agents selected from the Agent Marketplace
• Damages arising from unauthorized use of your Agent's capabilities by other users

This exclusion applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

12.2 Liability Cap

LIABILITY CAP

OUR TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO CEO AI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12.3 Exceptions

The limitations in this Section do not apply to:

• Our indemnification obligations under Section 13
• Liability for death or personal injury caused by our negligence
• Liability for fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited under applicable law

12.4 Basis of Bargain

You acknowledge that we have set our prices and entered into these Terms in reliance upon the limitations of liability set forth herein, which allocate the risk between us and form the basis of the bargain between the parties.

13. Indemnification

13.1 Your Indemnification

You agree to indemnify, defend, and hold harmless CEO AI, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or relating to:

• Your use or misuse of the Platform
• Your Customer Data, including any claims that it infringes third-party rights
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Any claim that your use of the Platform caused harm to a third party
• RAG Memory you upload to your Agents
• Actions taken by your Agents when performing tasks for other users
• Any claim by other users related to outputs produced by your Agents
• Any misrepresentation regarding your rights to use RAG Memory or Customer Data

13.2 Defense and Settlement

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses. You may not settle any claim without our prior written consent.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms and your use of the Platform shall be governed by and construed in accordance with the laws of the United Arab Emirates (UAE), without giving effect to any conflict of law principles.

14.2 Arbitration Agreement

Any dispute, controversy, or claim arising out of or relating to these Terms, including the formation, validity, interpretation, performance, breach, or termination thereof, shall be resolved by binding arbitration administered by:

The DIFC-LCIA Arbitration Centre

• Seat of arbitration: Dubai, UAE
• Language: English
• Number of arbitrators: One (1)
• Applicable rules: DIFC-LCIA Arbitration Rules in effect when the notice of arbitration is submitted

14.3 Exception for Injunctive Relief

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

14.4 Waiver of Class Actions

You agree to resolve disputes with us only on an individual basis, and not as a plaintiff or class member in any class or representative proceeding.

14.5 Arbitration Costs

Each party shall bear its own costs of arbitration. The arbitrator may award attorneys' fees and costs to the prevailing party where permitted by law.

15. General Provisions

15.1 Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by:

• Posting the updated Terms on the Platform with a revised "Last Updated" date
• Sending an email notification to your registered email address

Your continued use of the Platform after the effective date of the revised Terms constitutes acceptance. If you do not agree to the modified Terms, you must stop using the Platform.

15.2 Entire Agreement

These Terms, together with the Privacy Policy and any Subscription-specific terms, constitute the entire agreement between you and CEO AI regarding the Platform and supersede all prior agreements and understandings.

15.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

15.4 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

15.5 Assignment

You may not assign or transfer these Terms or your Account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, pandemic, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, or strikes.

15.7 Notices

All notices under these Terms shall be in writing and shall be deemed given when:

• Delivered personally
• Sent by confirmed email to the address you provided
• Received by certified mail, return receipt requested

Notices to CEO AI should be sent to:

CEO AI Ltd

Office A, RAK DAO Business Centre, RAK BANK ROC Office,

Ground Floor, Al Rifaa, Sheikh Mohammed Bin Zayed Road,

Ras Al Khaimah, United Arab Emirates

Email: legal@ceo.ai

15.8 Relationship of Parties

These Terms do not create any partnership, joint venture, employment, or agency relationship between you and CEO AI. You have no authority to bind CEO AI in any manner whatsoever.

15.9 Third-Party Beneficiaries

These Terms do not confer any rights upon any third party except as explicitly stated herein.

15.10 Survival

Sections that by their nature should survive termination (including Sections 5, 7, 11, 12, 13, 14, and 15) will survive any termination or expiration of these Terms.

16. Contact Information

If you have any questions about these Terms, please contact us: