TERMS OF SERVICE

Effective Date: June 4, 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.

Some jurisdictions impose a higher minimum age for the processing of personal data without parental consent. In the European Economic Area and the United Kingdom, the minimum age is sixteen (16) unless a lower age (not below thirteen) is established under applicable national law. If you reside in such a jurisdiction and are below the applicable age, you may use the Services only with the consent of a parent or legal guardian. Because the Services include social features through which you may interact with and be visible to other users, we encourage parents and guardians to supervise their children's use of the Services.

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:

4. USER CONTENT

4.1 Your Content

The Services allow you to upload, submit, store, and share photographs, text, and other materials ("User Content"). User Content includes, without limitation, photographs of clothing items and outfits, outfit posts, captions, comments, reactions, messages, profile selects (curated photos or outfits you feature on your public profile), profile images (avatars), and any other content you create, upload, post, or share through the Services, including content made available to other users via social or community features. 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: (a) 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; and (b) display, distribute, and make available your User Content—including your posts, profile selects, and avatar—to other users of the Services where you have chosen to post or share such content through social or community features, in accordance with the visibility model described in our Privacy Policy.

This license survives termination of your account solely to the extent necessary to complete any processing initiated prior to termination, to maintain backups in accordance with our data retention obligations, and to continue displaying User Content that was shared with or delivered to other users prior to termination. Upon account deletion, we will remove your User Content in accordance with Section 7 of our Privacy Policy, provided that content previously shared with other users may persist as described therein.

4.3 User Representations

You represent and warrant that:

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.

4.5 Responsibility for Content; No Pre-Screening

You are solely responsible for the User Content you create, upload, post, or share, and for the consequences of doing so. Cloey does not pre-screen User Content and does not endorse or assume responsibility for any User Content posted by you or any other user. Cloey reserves the right, but assumes no obligation, to monitor, review, or remove User Content at any time and for any reason.

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. SOCIAL AND COMMUNITY FEATURES

6.1 Description

The Services include social and community features that allow you to send and accept friend requests, maintain a friends list, view a friend activity feed, build a public profile (including curated "selects"), generate personal invite links and QR codes, view other users' profiles, comment on or react to shared content, and communicate with other users. Availability of social features may vary and may be introduced, modified, or discontinued at Cloey's discretion.

6.2 Shared Content and Visibility

When you post or share User Content through social or community features, that content may be visible to other users. Some content—such as your public profile and the posts shown on it—is visible to any logged-in Cloey user who has your profile link or QR code, not only to your friends. The categories of information visible to other users, and to whom, are described in the visibility model set out in our Privacy Policy. You are solely responsible for the content you share and should exercise caution before posting any information you do not wish to be accessible to other users. Once content has been viewed by or delivered to other users, it may not be fully retrievable even if you subsequently delete it.

6.3 Interactions with Other Users

You are solely responsible for your interactions with other users of the Services. Cloey reserves the right, but has no obligation, to monitor or mediate disputes between users. Cloey shall not be liable for any damage or harm resulting from your interactions with other users, whether online or offline.

6.4 Acceptable Use

When using the social and community features, you agree that you will not post, share, or transmit any User Content, or engage in any conduct toward other users, that:

This list supplements, and does not limit, the prohibitions set out in Section 8.

6.5 Zero Tolerance for Objectionable Content and Abusive Users

Cloey has zero tolerance for objectionable content or abusive users. Content or users in violation may be removed or banned without notice.

6.6 Reporting and Moderation

You can report objectionable content or abusive users directly within the application from user-generated content surfaces, including posts and profiles. We review the reports we receive and aim to act on violating content—including removing the content and, where appropriate, suspending or terminating the responsible user's account—within 24 hours. You agree to use reporting features in good faith and not to abuse them to target or suppress other users without cause. Cloey does not pre-screen User Content, and our review of reports does not create any obligation to monitor the Services.

6.7 Blocking

You may block another user at any time. Blocking ends content visibility between you and the blocked user: a blocked user cannot view your content or send you friend requests, and you will no longer see their content through the social features.

7. SUBSCRIPTIONS AND PAYMENTS

7.1 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.

7.2 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.

7.3 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.

7.4 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).

7.5 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.

8. 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, hateful, discriminatory, sexually explicit, 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.
  13. Harass, bully, stalk, intimidate, threaten, or otherwise engage in abusive or harmful behavior toward other users of the Services.
  14. Post, share, or distribute another user's content, photographs, or personal information without their consent.
  15. Create fake or misleading profiles, or use the social features of the Services to deceive other users.
  16. Use the social or community features of the Services for commercial solicitation, promotion, or advertising without our prior written consent.

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.

9. INTELLECTUAL PROPERTY

9.1 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.

9.2 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.

9.3 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.

9.4 Copyright Policy and Infringement Claims (DMCA)

Cloey respects the intellectual property rights of others and expects users to do the same. We respond to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act ("DMCA") and other applicable laws.

If you believe that User Content available through the Services infringes a copyright you own or control, please send a written notice to our designated contact at support@cloey.app with the subject line "Copyright Notice" that includes:

  1. A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
  2. Identification of the copyrighted work claimed to have been infringed;
  3. Identification of the material that is claimed to be infringing, with information reasonably sufficient to permit us to locate it (such as the relevant username, profile, post, or URL);
  4. Your contact information, including your name, address, telephone number, and email address;
  5. A statement that you have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and
  6. A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or are authorized to act on the owner's behalf.

Upon receipt of a valid notice, we may remove or disable access to the allegedly infringing material. If you believe your content was removed in error, you may submit a counter-notification to the same contact. Cloey maintains a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers.

10. 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.

11. TERMINATION

11.1 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.

11.2 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.

11.3 Effect of Termination

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

12. 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.

13. 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.

14. 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.

15. DISPUTE RESOLUTION

15.1 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.

15.2 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.

15.3 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.

15.4 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.

15.5 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.

16. 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.

17. GENERAL PROVISIONS

17.1 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.

17.2 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.

17.3 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.

17.4 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.

17.5 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.

17.6 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.

18. 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.

19. CONTACT US

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

Cloey Email: support@cloey.app