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Terms of Service

Last updated: [DATE]

These Terms of Service ("Terms") are a binding agreement between Caeros Technologies LLC ("Caeros," "we") and the individual or entity ("you," "Customer") using caeros.app and the Caeros service (the "Service"). By creating an account or using the Service, you agree to these Terms. If you use the Service for an organization, you represent you are authorized to bind it. The Service is intended for business users (18+); it is not directed to consumers, though some mandatory consumer protections may still apply (Section 16).

1. The Service

Caeros is a multi-tenant, subscription software-as-a-service for ad-budget pacing, forecasting, and reconciliation. We may update, improve, or change features over time.

2. Accounts

You must provide accurate information, keep credentials secure, enable reasonable security (e.g. 2FA), and are responsible for activity under your account and your users' compliance with these Terms.

3. Plans, billing, taxes, renewal & cancellation

  • Purchases are sold by our Merchant of Record, Paddle, the seller of record, which handles payment and applicable taxes/VAT. The payment transaction is governed by Paddle's buyer terms; these Terms govern your use of the Service. If the two conflict, Paddle's terms control the payment/refund transaction and these Terms control the Service.
  • Fees, billing cycle, and plan limits are shown at checkout. Subscriptions auto-renew until cancelled. You can cancel at any time from your account settings (no email or agent required), effective at the end of the current period. We will send a renewal reminder before each renewal.
  • Price changes apply only on renewal and only with prior notice; you may terminate before a change takes effect.
  • Rate lock: your subscription rate will not increase for as long as your subscription remains continuously active; any future price change applies only to new subscribers or, with prior notice, on renewal after a lapse.
  • Refunds are governed by our Refund Policy and Paddle's terms; statutory consumer withdrawal/refund rights (Section 16) are preserved.

4. Acceptable use

Your use must comply with our Acceptable Use Policy. We may suspend or terminate for violations or to protect the Service or others; where feasible we will give notice and an opportunity to cure.

5. Customer data, connected platforms & data use

  • You retain ownership of the data you submit ("Customer Data"). You grant us a limited license to host and process it solely to provide the Service.
  • When you connect a third-party platform (Google Ads, Meta, LinkedIn), you authorize us to access it on your behalf via your credentials, only to provide the Service. We do not use connected- platform data or your OAuth tokens for any secondary purpose, and we do not use Customer Data to train machine-learning models except with your separate opt-in. You can disconnect a platform at any time, which revokes and deletes the stored token.
  • We may create and use aggregated, de-identified data that does not identify you or any individual or tenant, for operating and improving the Service.
  • Our processing of personal data within Customer Data is governed by the DPA.

6. Intellectual property

We and our licensors own the Service, software, and trademarks. We grant you a limited, non- exclusive, non-transferable right to use the Service during your subscription. You may not copy, reverse-engineer, resell, or create derivative works except as permitted by law.

7. Confidentiality & feedback

Each party will protect the other's confidential information. If you give feedback, we may use it without restriction.

8. Warranties & disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAEROS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Caeros provides no service-level or uptime warranty for standard tiers. Outputs of the Service (including pacing, forecasts, and reconciliations) are informational estimates generated from data you and connected platforms provide, may be incomplete, delayed, or inaccurate, and do not constitute financial, accounting, tax, or investment advice. You are solely responsible for verifying figures before acting and for all spend and budget decisions. This Section yields to non-waivable statutory rights (Section 16).

9. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits/data. Each party's total aggregate liability is limited to the fees paid in the 12 months before the event giving rise to liability. The limitations in this Section do NOT apply to: (a) either party's breach of confidentiality; (b) your payment obligations; (c) Caeros's breach of its security or data-protection obligations under the DPA (which are subject instead to the DPA's data-protection liability terms); (d) either party's indemnification obligations; (e) a party's fraud, gross negligence, or willful misconduct; or (f) liability that cannot be limited under applicable law.

10. Indemnification

  • By you: you will indemnify Caeros against third-party claims arising from your Customer Data, your use of the Service in violation of these Terms or law, or your violation of a third party's rights.
  • By Caeros: we will indemnify you against third-party claims that the Service, as provided, infringes their intellectual-property rights, and may at our option procure the right to continue, modify the Service, or refund prepaid unused fees. This does not apply to claims arising from Customer Data, your modifications, or use in combination with non-Caeros products.
  • Procedure: the indemnified party will promptly notify the other, allow the indemnifying party to control the defense, and cooperate; no settlement imposing a non-indemnified obligation without consent.

11. Term, suspension & termination

These Terms apply while you use the Service. Either party may terminate per the plan; we may suspend or terminate for non-payment, breach, or legal/safety reasons, with notice and cure where feasible. On termination, your right to use the Service ends; we will make Customer Data available for export for a limited period, then delete it per our retention practices and the DPA.

12. Changes to these Terms

We may update these Terms; we will give notice of material changes and, where they materially reduce your rights, an opportunity to terminate before they take effect. Continued use after the effective date means acceptance.

13. Governing law & disputes

These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-law rules. Any dispute will be brought exclusively in the state or federal courts located in [County], Wyoming, and each party waives trial by jury. (No consumer arbitration or class-action waiver applies.) Nothing in this Section deprives a consumer of the protection of mandatory laws or the courts of their country of residence where required by law (including EU/UK consumer rules).

14. Export controls & sanctions

You represent that you are not located in, or a national of, an embargoed country, and are not on any government restricted-party or sanctions list, and you will not use the Service in violation of U.S. or other applicable export-control or sanctions laws.

15. General

  • Force majeure: neither party is liable for delay/failure due to events beyond reasonable control (including cloud-provider or third-party API outages); this does not excuse payment; either party may terminate if the event persists beyond [60] days.
  • Notices: legal notices are given in writing to legal@caeros.app (to Caeros) or to your account email and in-app (to you); keep your contact current.
  • Order of precedence: the DPA controls on data-protection conflicts; these Terms control on commercial matters; Paddle's terms control the payment transaction.
  • Survival: Sections 5–10 and 13–16, and the DPA's deletion duties, survive termination.
  • Beta features may be offered "as is," without warranty or SLA, and may change or be withdrawn.
  • Assignment: we may assign in a business transfer; otherwise neither party may assign without consent. Severability; no implied waiver; entire agreement (with the AUP, DPA, and Privacy Policy).

16. Consumer rights (where applicable)

If, despite Section 1, you contract as a consumer, your non-waivable statutory rights are preserved, including any EU/UK 14-day right of withdrawal for distance contracts (subject to the digital-content immediate-performance waiver presented at checkout) and statutory conformity guarantees for digital services. Sections 8, 9, and 12 apply only to the extent permitted against consumers.

17. Contact

Caeros Technologies LLC — legal@caeros.app — [MAILING ADDRESS]

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