TERMS OF SERVICE

Effective Date: March 2, 2026

Please read these Terms of Service ("Terms") carefully before using the Cloey mobile application and any related services (collectively, the "Services") operated by Cloey ("Cloey," "we," "us," or "our"). These Terms constitute a legally binding agreement between you ("you" or "User") and Cloey governing your access to and use of the Services.

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

1. ELIGIBILITY

You must be at least thirteen (13) years of age to access or use the Services. By using the Services, you represent and warrant that you meet this age requirement. If you are between the ages of 13 and 18 (or the age of legal majority in your jurisdiction), you may only use the Services with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms.

We reserve the right to request verification of age at any time and to terminate or suspend accounts where eligibility requirements are not met.

2. ACCOUNT REGISTRATION AND SECURITY

2.1 Account Creation

To access certain features of the Services, you must create an account by providing accurate, current, and complete information. You may register using your email address and password, or through third-party authentication providers such as Apple or Google.

2.2 Account Responsibility

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. Cloey shall not be liable for any loss or damage arising from your failure to safeguard your account credentials.

2.3 Account Accuracy

You agree to keep your account information accurate and up to date. You may not create an account using false or misleading information, impersonate any person or entity, or use a username that you do not have the right to use.

3. USE OF THE SERVICES

3.1 License Grant

Subject to your compliance with these Terms, Cloey grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services on compatible mobile devices that you own or control, solely for your personal, non-commercial purposes.

3.2 Restrictions

You agree not to:

• Copy, modify, distribute, sell, lease, sublicense, or otherwise transfer any portion of the Services or any content therein, except as expressly permitted by these Terms.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services or any component thereof.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Services.
• Use the Services for any commercial purpose or for the benefit of any third party without our prior written consent.
• Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services.

4. USER CONTENT

4.1 Your Content

The Services allow you to upload, submit, store, and share photographs, text, and other materials ("User Content"). You retain ownership of the intellectual property rights in your User Content, subject to the license granted below.

4.2 License to Cloey

By submitting User Content to the Services, you grant Cloey a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, process, display, distribute, and create derivative works of your User Content, in whole or in part, in connection with the operation, provision, improvement, and promotion of the Services. This license includes the right to sublicense User Content to third-party service providers that assist in the operation of the Services, including but not limited to cloud hosting, AI-powered analysis, and content delivery.

This license survives termination of your account solely to the extent necessary to complete any processing initiated prior to termination and to maintain backups in accordance with our data retention obligations. Upon account deletion, we will remove your User Content in accordance with Section 5 of our Privacy Policy.

4.3 User Representations

You represent and warrant that:

• You own or have the necessary rights, licenses, and permissions to submit your User Content and to grant the foregoing license.
• Your User Content does not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, publicity rights, or other legal rights.
• Your User Content does not contain any material that is defamatory, obscene, unlawful, threatening, or otherwise objectionable.
• You have obtained all necessary consents from any individuals depicted in your User Content.

4.4 No Obligation

Cloey is under no obligation to host, display, or distribute any User Content and may remove or refuse any User Content at its sole discretion, with or without notice.

5. AI-POWERED FEATURES

5.1 Description

The Services include AI-powered features that analyze your clothing photographs to identify item attributes such as category, color, pattern, and style characteristics, and to provide personalized recommendations. Use of AI-powered features is subject to your in-app consent preferences.

5.2 Accuracy Disclaimer

AI-POWERED FEATURES ARE PROVIDED FOR INFORMATIONAL AND CONVENIENCE PURPOSES ONLY. CLOEY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT GENERATED BY AI-POWERED FEATURES. YOU ACKNOWLEDGE THAT AI-GENERATED RESULTS MAY CONTAIN ERRORS OR INACCURACIES AND SHOULD NOT BE RELIED UPON AS THE SOLE BASIS FOR ANY DECISION. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ANY AI-GENERATED OUTPUT.

5.3 Third-Party Processing

When AI-powered features are enabled, your photographs may be transmitted to third-party service providers for processing. Such providers are contractually obligated to process your content solely for the purpose of providing results to the Services and in accordance with applicable data protection requirements.

6. SUBSCRIPTIONS AND PAYMENTS

6.1 Subscription Plans

Certain features of the Services may be available only through paid subscription plans. Subscription details, pricing, and billing periods are presented within the application prior to purchase.

6.2 Payment Processing

All subscription payments are processed through the Apple App Store or Google Play Store, as applicable. By subscribing, you agree to the payment terms and conditions of the applicable platform. Cloey does not directly collect, process, or store payment card information.

6.3 Auto-Renewal

Subscriptions automatically renew at the end of each billing period unless cancelled prior to the renewal date. You may manage or cancel your subscription through your Apple App Store or Google Play Store account settings.

6.4 Refunds

All fees are non-refundable except as required by applicable law or as otherwise determined by the applicable platform's refund policies (Apple App Store or Google Play Store).

6.5 Price Changes

Cloey reserves the right to modify subscription pricing at any time. Any price changes will take effect at the start of your next billing period following notice of the change. Your continued use of the paid features after the price change constitutes your acceptance of the new pricing.

7. PROHIBITED CONDUCT

You agree not to use the Services to:

1. Violate any applicable local, state, national, or international law or regulation.
2. Upload, transmit, or distribute any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
3. Upload, transmit, or distribute any content that exploits minors or violates child safety laws.
4. Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity.
5. Upload, transmit, or distribute any unsolicited advertising, promotional materials, spam, or other forms of solicitation.
6. Upload, transmit, or distribute any viruses, malware, worms, trojans, or other harmful or destructive code.
7. Attempt to gain unauthorized access to the Services, other user accounts, or any computer systems or networks connected to the Services.
8. Interfere with or disrupt the integrity or performance of the Services or any data contained therein.
9. Use any automated means, including bots, scrapers, crawlers, or similar tools, to access, collect data from, or interact with the Services without our prior written consent.
10. Sell, resell, transfer, or assign your account or any rights granted under these Terms.
11. Use the Services to develop a competing product or service, or to benchmark or reverse engineer any aspect of the Services.
12. Circumvent, disable, or otherwise interfere with any security-related features of the Services.

We reserve the right to investigate and take appropriate action against any User who, in our sole discretion, violates these prohibitions, including without limitation removing User Content, suspending or terminating accounts, and reporting violations to law enforcement authorities.

8. INTELLECTUAL PROPERTY

8.1 Cloey's Intellectual Property

The Services and all content, features, and functionality thereof, including but not limited to the software, algorithms, user interface, designs, text, graphics, logos, icons, images, and the selection and arrangement thereof, are owned by Cloey or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Nothing in these Terms grants you any right, title, or interest in the Services or any Cloey intellectual property except for the limited license expressly set forth in Section 3.1.

8.2 Trademarks

"Cloey," the Cloey logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Cloey or its affiliates. You may not use such marks without our prior written permission.

8.3 Feedback

If you provide any suggestions, ideas, feedback, or recommendations regarding the Services ("Feedback"), you acknowledge and agree that Cloey shall be free to use, reproduce, modify, and distribute such Feedback for any purpose without any obligation or compensation to you. You hereby irrevocably assign all right, title, and interest in and to such Feedback to Cloey.

9. THIRD-PARTY SERVICES AND CONTENT

The Services may contain links to or integrate with third-party websites, applications, or services. Cloey does not control, endorse, or assume any responsibility for third-party services or content. Your use of any third-party services is at your own risk and subject to such third party's terms and conditions and privacy policies. Cloey shall not be liable for any loss or damage caused by your use of or reliance on any third-party services or content.

10. TERMINATION

10.1 Termination by You

You may terminate your account at any time by using the account deletion feature within the application settings or by contacting us at support@cloey.app. Upon deletion, your data will be handled in accordance with our Privacy Policy.

10.2 Termination by Cloey

We reserve the right to suspend or terminate your access to the Services, in whole or in part, at any time and for any reason or no reason, with or without notice, including but not limited to violations of these Terms. Upon termination, your license to use the Services shall immediately cease.

10.3 Effect of Termination

Upon termination of your account, whether initiated by you or by Cloey:

• Your right to access and use the Services shall immediately terminate.
• Cloey may delete your account data, including User Content, in accordance with our Privacy Policy.
• Sections 4.2, 5.2, 8, 11, 12, 13, 14, and 15 of these Terms shall survive termination.
• Any outstanding subscription fees owed prior to termination remain payable.
• You may not create a new account under a different name or identity if your account was terminated for violation of these Terms.

11. DISCLAIMERS

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLOEY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT.

CLOEY DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE; (C) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; OR (D) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CLOEY OR THROUGH THE SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLOEY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF CLOEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOEY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU HAVE PAID TO CLOEY IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00 USD).

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF CLOEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES. IN SUCH JURISDICTIONS, CLOEY'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

13. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Cloey, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, or expenses (including but not limited to reasonable attorneys' fees) arising from or related to: (a) your use of or access to the Services; (b) your User Content; (c) your violation of these Terms; (d) your violation of any applicable law, rule, or regulation; or (e) your violation of any rights of a third party, including intellectual property, privacy, or publicity rights.

Cloey reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with Cloey in asserting any available defenses.

14. DISPUTE RESOLUTION

14.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact Cloey at support@cloey.app and attempt to resolve the dispute informally for a period of at least thirty (30) days. Most disputes can be resolved through informal negotiation.

14.2 Binding Arbitration

If a dispute cannot be resolved informally, you and Cloey agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services (each, a "Dispute") shall be resolved exclusively through final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, rather than in court.

The arbitration shall be conducted by a single arbitrator and shall take place in San Francisco, California, or at such other location as the parties may mutually agree. The arbitrator shall apply California law consistent with the Federal Arbitration Act.

For Disputes involving claims of less than $10,000 USD, the arbitration shall be conducted solely on the basis of documents submitted to the arbitrator, unless a hearing is requested by either party or deemed necessary by the arbitrator.

14.3 Class Action Waiver

YOU AND CLOEY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING.

14.4 Opt-Out

You may opt out of the arbitration and class action waiver provisions of this Section by sending written notice to support@cloey.app within thirty (30) days of first accepting these Terms. Your notice must include your name, account information, and a clear statement that you wish to opt out. If you opt out, all other provisions of these Terms shall continue to apply.

14.5 Exceptions

Notwithstanding the foregoing, 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 or confidential information.

15. GOVERNING LAW

These Terms and any Dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of law principles. To the extent that litigation is permissible under these Terms, you and Cloey consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices or policies published by Cloey in connection with the Services, constitute the entire agreement between you and Cloey regarding the Services and supersede all prior agreements, understandings, and communications, whether written or oral.

16.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, shall be severed from these Terms without affecting the validity or enforceability of the remaining provisions.

16.3 Waiver

The failure of Cloey to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by Cloey.

16.4 Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without the prior written consent of Cloey. Cloey may assign these Terms, in whole or in part, without restriction. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

16.5 Force Majeure

Cloey shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from causes beyond its reasonable control, including but not limited to natural disasters, acts of government, telecommunications failures, power outages, pandemics, or third-party service disruptions.

16.6 Notices

Cloey may provide notices to you through the Services, via email to the address associated with your account, or by other reasonable means. You may provide notices to Cloey by contacting us at support@cloey.app.

17. CHANGES TO THESE TERMS

We reserve the right to modify these Terms at any time in our sole discretion. If we make material changes, we will provide notice through the Services or by other appropriate means prior to the effective date of such changes. The "Effective Date" at the top of these Terms indicates when they were last revised. Your continued use of the Services following the posting of revised Terms constitutes your acceptance of such revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Services.

18. CONTACT US

If you have any questions or concerns regarding these Terms, please contact us at:

Cloey Email: support@cloey.app