Terms of Use

These Terms of Use ("Terms") form a binding legal agreement between you ("you," "your," or the "User") and Nexa Platforms, Inc., a Delaware corporation ("ClueDig," "we," "us," or "our"), governing your access to and use of the ClueDig website, application, and all related services (collectively, the "Service").

By creating an account, clicking "I agree," or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Payments & Refunds Policy, and our AI Transparency Notice, each of which is incorporated into these Terms by reference. If you do not agree to all of these documents, you must not access or use the Service.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity.

To use the Service, you must:

• be at least 18 years old and capable of forming a legally binding contract;
• not be barred from using the Service under the laws of the United States or any other applicable jurisdiction;
• provide accurate, current, and complete registration information; and
• not have been previously suspended or removed from the Service by us.

The Service is not directed to, and must not be used by, individuals under the age of 18. If we learn that we have collected information from someone under 18, we will take reasonable steps to delete that information and terminate the associated account.

ClueDig is a self-serve competitive intelligence platform. At a high level, the Service allows you to:

• submit publicly accessible URLs belonging to businesses you identify as your competitors;
• have ClueDig fetch the publicly available content of those URLs and generate an AI-produced analysis covering matters such as summary, pricing signals, hiring signals, messaging shifts, a key takeaway, and suggested action steps, as further described in our AI Transparency Notice;
• receive that analysis by email, optionally with a PDF attachment;
• on paid plans, configure automated recurring analysis and digest delivery, additional digest recipients, Slack notifications, on-demand "battlecards," and a competitor activity timeline;
• optionally and voluntarily make a specific analysis report available via a public, unauthenticated link ("Shared Report"); and
• participate in our referral program, described in Section 12 below.

We may add, change, limit, or discontinue any feature of the Service, in whole or in part, at any time, with or without notice, including features described on our pricing pages.

Accounts are created using an email address and password, verified via a one-time passcode. A limited "magic link" sign-in option may also be offered as a fallback authentication method. Each account is intended for use by a single individual owner. ClueDig does not currently offer multi-user, team, or shared-seat accounts; you may not share your login credentials with other individuals, and any use of the Service through your account is your sole responsibility, whether or not authorized by you.

You are responsible for:

• maintaining the confidentiality of your account credentials;
• all activity that occurs under your account; and
• notifying us promptly at hello@cluedig.com of any unauthorized use of your account or any other breach of security.

We are not liable for any loss or damage arising from your failure to safeguard your account credentials.

ClueDig offers a free tier and several paid subscription tiers (currently marketed as Starter, Pro, and Pro+), each with different competitor limits, automation schedules, digest recipient limits, and feature access, as described on our pricing page at the time of your subscription. Billing, renewal, price changes, cancellation, and refunds are governed by our separate Payments & Refunds Policy, which is incorporated into these Terms by reference. In the event of a conflict between this Section and the Payments & Refunds Policy on billing-specific matters, the Payments & Refunds Policy controls.

The free plan is not a time-limited trial of a paid plan; it is a standalone tier subject to its own limits (currently one tracked competitor, which resets on a rolling basis, and manually triggered analysis only) that we may modify at any time as described in Section 3.

You agree that you will not, and will not attempt to:

• use the Service to monitor, scrape, or analyze any website that you do not have a good-faith, lawful basis to monitor (for example, a website whose terms of service you are contractually bound by and which expressly prohibit automated access, where you have no applicable legal right or exemption to override that prohibition);
• use the Service to harass, defame, or make knowingly false statements about any individual or business, including a monitored competitor;
• use the Service in violation of any applicable law, including data protection, computer misuse, and unfair competition laws;
• submit URLs, notes, or other content that is unlawful, infringing, or that you do not have the right to submit;
• interfere with, disrupt, overload, or attempt to gain unauthorized access to the Service, its underlying infrastructure, or other users' accounts;
• reverse engineer, decompile, or attempt to derive the source code, underlying prompts, or models used by the Service, except to the extent such restriction is prohibited by applicable law;
• use any automated means (bots, scrapers, or scripts) to access the Service outside of its documented, intended user interface, or to circumvent plan limits, rate limits, or credit systems;
• resell, sublicense, or provide the Service or its output to third parties as a competing commercial offering without our prior written consent; or
• use the referral program, Early Bird program, or any promotional mechanism in a fraudulent, abusive, or manipulative manner, including through fake accounts, self-referral, or circumvention of eligibility rules.

We reserve the right, but not the obligation, to investigate and take action against any account we reasonably believe violates this Section, including suspension, termination, forfeiture of referral credits or promotional discounts, and reporting to law enforcement where appropriate.

"Your Content" means the competitor names, URLs, optional focus notes, digest recipient email addresses, Slack webhook URLs, and any other information you submit to the Service. You retain all ownership rights you may have in Your Content. By submitting Your Content, you grant us a worldwide, non-exclusive, royalty-free license to host, process, transmit, and use Your Content solely to provide, maintain, and improve the Service to you (including sending it to our AI processing subprocessor as described in our AI Transparency Notice).

You represent and warrant that: (a) you have all rights necessary to submit Your Content and grant the license above; (b) Your Content does not violate any third party's intellectual property, privacy, or other rights; and (c) your monitoring of any competitor URL you submit complies with Section 6 (Acceptable Use).

The analyses, battlecards, summaries, and other output the Service generates using artificial intelligence ("AI Output") are provided for your internal informational and business use. Full detail on how AI Output is produced, its limitations, and its treatment is set out in our AI Transparency Notice, which you should read carefully. In summary: AI Output is generated automatically, without human review before delivery to you, may contain errors, omissions, or inaccuracies, and does not constitute professional, legal, financial, or investment advice. You are solely responsible for verifying any AI Output before relying on it for a business decision.

As between you and ClueDig, we do not claim ownership of the specific AI Output generated for your account, and you may use it for your own internal business purposes. We make no representation that any AI Output is unique, original, or non-infringing, and disclaim any warranty to that effect.

The Service fetches and summarizes content from third-party websites that you designate (your competitors' public web pages). We do not control, endorse, or verify the accuracy of any third-party website, and we are not responsible for its content, availability, or practices. Your interactions with any monitored third-party website are solely between you and that website's owner.

On any plan, you may choose to make a specific analysis publicly accessible via a unique link (a "Shared Report"). Enabling a Shared Report is entirely optional and at your discretion. As currently implemented, once you enable sharing for a report, that report is accessible to anyone with the link, indefinitely, and there is currently no self-service control to disable or rotate that link after the fact. Do not enable sharing for any report you do not want to be publicly and permanently accessible. If you need a Shared Report taken down, contact us at hello@cluedig.com and we will address the request, though we do not guarantee removal from caches, archives, or search engines operated by third parties outside our control.

We may offer a referral program under which you and a person you refer may each receive a monetary credit toward a future invoice upon the referred person's paid subscription, and/or a limited-time promotional discount (such as an "Early Bird" discount) for a bounded number of early paying subscribers. The specific terms, eligibility criteria, credit amounts, and duration of any such program are as described on the relevant in-product page at the time you participate, and we may modify or discontinue any such program at any time, including as to future participants. Referral credits and promotional discounts: (a) have no cash value and cannot be redeemed, transferred, or exchanged for cash; (b) may only be applied in the manner we specify (for example, as a credit toward a future invoice); and (c) may be revoked if we determine, in our reasonable discretion, that they were obtained through fraud, abuse, or a violation of Section 6.

The Service, including its software, design, text, graphics, logos, and the ClueDig name and marks (excluding Your Content and AI Output as addressed above), is owned by ClueDig or its licensors and is protected by intellectual property laws. Except for the limited right to access and use the Service as permitted by these Terms, no right, title, or interest in the Service is transferred to you. You may not copy, modify, distribute, sell, or lease any part of the Service, nor may you use our name, logo, or branding without our prior written consent.

You may stop using the Service and cancel your subscription at any time through your account settings or billing portal, in accordance with our Payments & Refunds Policy.

We may suspend or terminate your access to the Service, with or without notice, if: (a) you breach these Terms or any incorporated policy; (b) your payment fails or is not resolved within a reasonable period; (c) we reasonably believe your account poses a security, legal, or fraud risk to us or to other users; or (d) we discontinue the Service in whole or in part.

Upon termination, your right to access the Service ends immediately. Sections of these Terms that by their nature should survive termination (including Sections 8, 9, 12, 14, 15, 16, and 18) will survive.

THE SERVICE, INCLUDING ALL AI OUTPUT, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT ANY DEFECT WILL BE CORRECTED, OR THAT ANY AI OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE. YOU USE THE SERVICE AND RELY ON ANY AI OUTPUT ENTIRELY AT YOUR OWN RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLUEDIG, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE OR ANY AI OUTPUT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages or warranties, so some of the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by applicable law.

You agree to indemnify, defend, and hold harmless ClueDig and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (a) Your Content; (b) your use or misuse of the Service, including any violation of Section 6 (Acceptable Use); (c) your violation of these Terms; or (d) your violation of any rights of a third party, including any monitored competitor.

We may modify these Terms from time to time. If we make material changes, we will update the "Last updated" date above and, where appropriate, provide additional notice (such as an in-product banner or email). Your continued use of the Service after any change becomes effective constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and cancel your subscription, if any.

These Terms and any dispute arising out of or related to them or the Service will be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. You and ClueDig agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Delaware for the resolution of any dispute not otherwise resolved informally, and each party waives any objection to venue in those courts.

Before filing a claim, you agree to first contact us at hello@cluedig.com and attempt in good faith to resolve the dispute informally.

• Entire Agreement. These Terms, together with the documents incorporated by reference, constitute the entire agreement between you and ClueDig regarding the Service and supersede any prior agreements.
• Severability. If any provision of these Terms is held unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
• No Waiver. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.
• Force Majeure. We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control.
• Notices. We may provide notices to you via the email address associated with your account. You may provide notices to us at hello@cluedig.com.

Questions about these Terms may be directed to hello@cluedig.com.