Terms of Service

Last Updated: April 20, 2025

Cluely Inc. ("Company," "we," "us," "our"), a Delaware corporation, operates the Cluely desktop application and provides related products and services (collectively, the "Services"). These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your") and Cluely, governing your access to and use of the Services. You agree that by downloading, installing, registering for an account, or accessing the Services, you have read, understood, and agreed to be bound by these Terms.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE PROHIBITED FROM USING THE SERVICES AND MUST IMMEDIATELY DISCONTINUE USE.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. SERVICE OVERVIEW AND LICENSE TERMS

1.1 Description of Services

Cluely provides an AI-powered desktop application that processes screen visuals and audio inputs to provide real-time assistance during interviews, meetings, sales calls, questions, and other situations. The Services include both free and premium subscription offerings, with the free version providing limited functionality (showing only the first 10 words of responses). Cluely observes your screen and listens to audio to generate contextually relevant assistance, but does not control your computer or make decisions on your behalf.

1.2 License Grant

Subject to your compliance with the terms and conditions of these Terms, Cluely grants you a non-exclusive, non-transferable, revocable, limited license to download, install, and use the Services for your personal or internal business purposes. Your right to use the Services is conditional upon your compliance with these Terms. You shall not modify, distribute, sell, lease, loan, or create derivative works based on the Services or any part thereof. The Services are licensed, not sold, to you.

1.3 Service Changes and Disruptions

We reserve the right to change, modify, or remove features or functionality of the Services at any time or for any reason at our sole discretion without notice. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors.

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

2. USER ACCOUNTS AND PAYMENT

2.1 Account Registration

You must create an account ("User Account") to access certain features of the Services. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to maintain its accuracy. You are entirely responsible for the security and confidentiality of your account, including your password. Furthermore, you are entirely responsible for any and all activities that occur under your User Account.

You agree to immediately notify us of any unauthorized use of your User Account or any other breach of your account's security. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services. By creating a User Account, you agree to receive service-related electronic communications from us. You may opt-out of receiving promotional emails at any time by following the instructions to unsubscribe provided therein.

2.2 User Representations and Warranties

By using the Services, you represent and warrant that:

  • All registration information you submit will be true, accurate, current, and complete;
  • You have the legal capacity and you agree to comply with these Terms;
  • You are not using the Services on behalf of any other individual without their consent or knowledge;
  • If you are a minor under the age of 18, you have obtained parental or legal guardian consent to your use of the Services;
  • You will not access the Services through automated or non-human means, unless specifically authorized by Cluely;
  • You will not use the Services for any illegal or unauthorized purpose, including violations of these Terms; and
  • Your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we reserve the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

2.3 Payment Terms

a. Subscription Options: We offer both free and paid subscription plans. The free version provides limited functionality, showing only partial responses, while paid subscriptions provide full access to all features.

b. Payment Methods: For paid subscriptions, we accept payment via credit card and other electronic payment methods. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services.

c. Billing Authorization: You agree to pay all charges at the prices then in effect for your subscription and authorize us to charge your chosen payment provider. If your subscription is subject to recurring charges, you consent to our charging your payment method on a recurring basis without requiring your prior approval, until you cancel your subscription. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

d. Auto-Renewal: Unless you opt out of auto-renewal through your account settings, any paid subscription you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or cancel paid services, access your account settings. If you terminate a paid service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

e. Cancellation Notice: IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE THROUGH YOUR ACCOUNT SETTINGS OR TERMINATE YOUR CLUELY ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, CLUELY WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.

3. ACCEPTABLE USE AND RESTRICTIONS

3.1 Prohibited Uses

You may not access or use the Services for any purpose other than that for which we make the Services available. As a user of the Services, you agree not to engage in any of the following prohibited activities:

  • Using the Services in a manner that violates any applicable local, state, national, or international law or regulation;
  • Using the Services to cheat on examinations, tests, or assignments that explicitly forbid the use of external assistance;
  • Using the Services to engage in any academic dishonesty, including plagiarism, cheating, or other violations of educational institutions' integrity policies;
  • Using the Services to impersonate another person during interviews, meetings, examinations, or any other context where such impersonation would constitute fraud or misrepresentation;
  • Using the Services to engage in deceptive practices, mislead others, or conduct fraudulent activities;
  • Using the Services to harass, abuse, or harm another person, or to threaten to do any of the foregoing;
  • Using the Services to engage in any activity that would violate the privacy rights, publicity rights, or other rights of third parties;
  • Using the Services' audio capture features in "two-party consent" or "all-party consent" jurisdictions without obtaining proper consent from all participants. You acknowledge that Cluely captures and processes audio during meetings, which may constitute "recording" under applicable laws. Many jurisdictions, including several U.S. states, have laws that require all participants in a conversation to consent to being recorded. You are solely responsible for complying with these laws when using Cluely and assume full and complete liability for any legal consequences that may arise from failing to obtain necessary consent, including but not limited to civil penalties, criminal charges, or civil lawsuits. Cluely Inc. disclaims all liability related to your failure to comply with applicable recording consent laws;
  • Systematically retrieving data or content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory;
  • Circumventing, disabling, or otherwise interfering with security-related features of the Services;
  • Engaging in unauthorized framing of or linking to the Services;
  • Uploading or transmitting viruses, malware, or other malicious code;
  • Attempting to probe, scan, or test the vulnerability of the Services or any related system or network or breach security or authentication measures;
  • Using any robot, spider, or other automated device, process, or means to access the Services for any purpose;
  • Taking any action that places an unreasonable or disproportionately large load on our infrastructure;
  • Using the Services to send unauthorized advertising or promotional material;
  • Attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Services; or
  • Impersonating or attempting to impersonate Cluely, a Cluely employee, another user, or any other person or entity.

3.2 Educational Integrity and Ethical Use

  • The Services are designed to assist and support users, not to replace individual effort, knowledge, or decision-making.
  • You acknowledge that using the Services in educational contexts may be subject to specific rules and policies established by educational institutions, testing bodies, or other authorities regarding external assistance.
  • You are solely responsible for understanding and complying with all applicable rules, policies, and guidelines regarding the use of technological assistance in your specific context.
  • Cluely is not responsible for any consequences resulting from your use of the Services in violation of any educational institution's policies, professional codes of conduct, employment policies, or other applicable rules.
  • You agree to use the Services in an ethical manner that respects the integrity of educational processes, professional interactions, and other contexts where external assistance may be restricted.

3.3 Service Management

In managing the Services, we reserve the right to:

  • Monitor your use of Services for violations of these Terms;
  • Take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms;
  • Refuse, restrict access to, limit the availability of, or disable any of your Contributions or any portion thereof;
  • Remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and
  • Otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

4. INTELLECTUAL PROPERTY AND USER DATA

4.1 Intellectual Property Rights

Cluely is the sole owner or licensor of all intellectual property rights in our Services, including all source code, databases, functionality, software, algorithms, designs, audio, text, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks"). For the avoidance of doubt, Content does not include User Contributions (as defined below). We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any breach of our intellectual property rights will constitute a material breach of our Terms and your right to use our Services will terminate immediately.

All Content and Marks are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws in the United States and worldwide. Except as expressly set forth herein, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without our advanced written consent.

We respect others' intellectual property rights and reserve the right to delete or disable access to any material alleged to be infringing and to terminate the accounts of repeat alleged infringers. If you believe that any content on our Services violates your copyright, please contact us at the email address provided in the Contact Information section.

4.2 User Data and Contributions

a. Collection and Use: During your use of the Services, Cluely captures visual data from your screen and audio inputs for the purpose of providing real-time assistance. We refer to these inputs and any other information you provide through the Services as your "Contributions."

b. Ownership and License: You maintain ownership of your Contributions. However, by submitting Contributions through the Services, you grant Cluely a worldwide, non-exclusive, royalty-free license to use, process, store, and analyze your Contributions for the purpose of providing the Services to you and improving our technology.

c. Aggregated Data: We may use aggregated and anonymized data derived from Contributions to improve our Services, conduct research, and enhance our algorithms. Such aggregated data will not identify you personally.

d. Representations: You represent and warrant that you have all necessary rights, licenses, and permissions to submit your Contributions to Cluely and that your Contributions do not violate any third-party intellectual property rights, privacy rights, or other rights.

e. Privacy: Cluely will handle your Contributions in accordance with our Privacy Policy.

4.3 Third-Party Applications and Services

a. The Services may integrate with, rely upon, or connect to third-party applications, websites, or services. These third-party services are not under our control, and we are not responsible for their content, privacy policies, or practices.

b. Your interactions with any third-party services are governed by the terms and privacy policies of those third parties. We encourage you to read the terms and privacy policies of any third-party service that you interact with through our Services.

c. Cluely does not endorse or assume any responsibility for any third-party services or content. Any use of third-party services is at your own risk, and you should be aware that our Terms may not apply to those interactions.

5. LEGAL TERMS AND CONDITIONS

5.1 Term and Termination

a. These Terms shall remain in full force and effect while you use the Services. Either party may terminate the agreement at any time, with or without cause. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

b. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action for any violations of these Terms.

c. You may terminate your license to use the Services at any time by cancelling your subscription and uninstalling the application. For subscription licenses, your cancellation will take effect at the end of the current paid term. You will not receive any pro-rata refund for any amounts paid under a subscription license.

5.2 Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CLUELY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLUELY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

CLUELY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ACKNOWLEDGE THAT CLUELY'S SERVICES MAY NOT ALWAYS PROVIDE COMPLETE OR FULLY ACCURATE INFORMATION OR ASSISTANCE, AND YOU AGREE TO INDEPENDENTLY VERIFY ANY INFORMATION OR SUGGESTIONS PROVIDED THROUGH THE SERVICES BEFORE RELYING ON THEM.

CLUELY SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR ACTIONS TAKEN OR NOT TAKEN BASED ON INFORMATION OR SUGGESTIONS PROVIDED BY THE SERVICES.

5.3 Limitation of Liability

IN NO EVENT SHALL CLUELY, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF CLUELY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

5.4 Indemnification

You agree to defend, indemnify, and hold Cluely harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of:

  • Your use of the Services;
  • Your breach of these Terms;
  • Your violation of the rights of a third party, including but not limited to intellectual property rights; or
  • Any harmful act toward any other user of the Services with whom you connected via the Services.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

5.5 Governing Law and Dispute Resolution

a. Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

b. Arbitration Agreement: Please read the following arbitration agreement carefully. It requires you to arbitrate certain disputes with Cluely and limits the manner in which you can seek relief.

  1. Applicability: All claims and disputes arising out of or relating to these Terms or your use of the Services shall be settled by binding arbitration, except for disputes in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.
  2. Arbitration Process: The arbitration will be conducted in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules.
  3. Location and Format: The arbitration shall take place in Delaware or at another mutually agreed location. If the value of the relief sought is $10,000 or less, either you or Cluely may elect to have the arbitration conducted by telephone or based solely on written submissions.
  4. Costs: We will pay all arbitration fees for claims less than $75,000, unless the arbitrator finds your claim is frivolous. For claims above $75,000, payment of fees will be governed by the JAMS Rules.
  5. Finality: The arbitrator's decision will be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
  6. Waiver of Jury Trial: YOU AND CLUELY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.
  7. Waiver of Class Actions: ALL CLAIMS AND DISPUTES MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATED TO THE TERMS OR THE SERVICES IS PERSONAL TO YOU AND CLUELY AND WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.
  8. Opt-out Rights: You have the right to opt out of this arbitration agreement by sending written notice to [insert opt-out address] within 30 days of first accepting these Terms. You must include your name, address, email address, and an explicit statement that you want to opt out of the arbitration agreement.
  9. Severability: If any part of this arbitration agreement is found to be invalid or unenforceable, then the entire arbitration agreement shall be null and void.

5.6 Compliance with Applicable Laws

Your use of the Services must comply with all applicable laws and regulations. You are solely responsible for ensuring that your use of the Services is in compliance with all laws applicable to you, including but not limited to laws related to data privacy, intellectual property, education, employment, and professional conduct.

6. MISCELLANEOUS PROVISIONS

6.1 Electronic Communications

By using the Services, you consent to receiving electronic communications from us. These communications may include notices about your account, subscription details, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

6.2 Feedback

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services ("Feedback"). You may submit Feedback by emailing us at [insert feedback email]. By submitting Feedback, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, perpetual license to use and incorporate your Feedback into our Services without any obligation to compensate you.

6.3 Relationship of the Parties

Nothing in these Terms shall be construed as creating any agency, partnership, joint venture, employment, or any other form of legal association between you and Cluely. You are not authorized to create any obligation or responsibility on behalf of Cluely.

6.4 Modifications to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

6.5 Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Cluely without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

6.6 Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

6.7 Waiver

No failure to exercise, and no delay in exercising, on our part, any right or any power under these Terms shall operate as a waiver of that right or power, nor shall any single or partial exercise of any right or power under these Terms preclude further exercise of that or any other right or power.

6.8 Force Majeure

Cluely will not be liable for any failure or delay in performing our obligations under these Terms that results from any cause beyond our reasonable control, including but not limited to acts of God, labor disputes, war, terrorism, fires, floods, epidemics, pandemics, internet outages, or changes in laws or regulations.

6.9 Entire Agreement

These Terms and our Privacy Policy constitute the entire agreement between you and Cluely concerning the Services and supersede all prior or contemporaneous communications, whether electronic, oral, or written, between you and Cluely with respect to the Services.

6.10 Contact Information

Cluely welcomes your comments and questions regarding this Terms or our Services. If you have questions or concerns, please email us at: help@cluely.com