Terms & Conditions

Welcome to Clepti.com (“Clepti”, “we”, “us” or “our”). Clepti operates an online marketplace platform (the “Platform”) enabling Sellers to list, license and sell automation Workflows and AI Agents (“Products”) and Buyers to discover, purchase, license, download and use such Products. These Terms & Conditions (“Terms”) together with our Privacy Policy govern your access to and use of the Platform, including any content, functionality and services offered therein.

By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.

1. Definitions

Account: Your registered user account on the Platform, either as a Buyer or Seller.
Buyer: A user who purchases or licenses Products via the Platform.
Seller: A user who lists, offers, licenses or sells Products on the Platform.
Products: Automation Workflows, AI Agents, components, files, documentation or other digital goods made available via the Platform.
Content: All text, code, images, data, scripts, modules, documentation or other information uploaded or provided by Sellers or Buyers through the Platform.
Fees: All commissions, listing fees, transaction fees, service fees, and any other charges payable to Clepti in connection with use of the Platform.
Gross Transaction Value: The total amount paid by a Buyer for a Product, excluding taxes.
Effective Date: The date these Terms go into effect as stated at the top.

2. Eligibility & Registration

2.1 Age & Capacity. You must be at least 18 years old and have the legal capacity to enter into binding contracts. By registering, you represent that you meet these requirements.

2.2 Account Information. To access certain features, you must register for an Account. You agree to provide accurate, current and complete information and to keep it updated. You are responsible for safeguarding your password and account credentials and for all activity under your Account.

2.3 Verification. We may verify your identity, address, or other information by any lawful means, including third-party verification. Failure to verify may result in suspension or termination of your Account.

3. Product Listings & Content

3.1 Seller Representations & Warranties

Sellers warrant that:

They are the sole and exclusive owners or authorized licensees of all intellectual property rights in the Products.
The Product and associated Content do not infringe or misappropriate any third-party rights (including copyrights, trademarks, trade secrets, privacy, publicity or other proprietary rights).
The Product is free from viruses, malware, harmful code and material defects.
All support, updates and maintenance obligations described in the listing will be fulfilled.
All required consents, licenses, permissions or approvals have been obtained.

3.2 Listing Requirements

Sellers must provide:

Accurate description of features, functionality, dependencies and requirements.
Clear installation instructions and system compatibility details.
Pricing, licensing model (e.g., single use, subscription, perpetual), and any usage limits.
Support and maintenance terms, including SLA or response times if applicable.

3.3 Prohibited Content

Sellers may not list Products that:

Infringe any rights or violate any law.
Facilitate illicit activities or violate export control, sanctions or anti-money laundering laws.
Contain adult or other restricted content without proper classification.
Undermine security, privacy or degrade performance of user systems.

4. Purchase, License & Delivery

4.1 Order Process

Offer. When you click “Buy” or “License” on a Product page, you make an offer to purchase/license at the stated price.
Acceptance. Your order is accepted when payment is authorized and confirmed by our processor. We will send an order confirmation email.
Delivery. Upon acceptance, Sellers must deliver the digital Product via secure download link or API access. Delivery is deemed complete when the Buyer gains access to the Product.

4.2 License Grant

Upon delivery and payment of Fees, Seller grants Buyer a non-exclusive, non-transferable, revocable license to use the Product solely for Buyer’s internal business purposes, subject to license terms (e.g., number of users, instances). Unless otherwise specified, no right to sublicense, resell, distribute, reverse-engineer or create derivative works is granted.

4.3 Restrictions

Buyers shall not:

Redistribute, publicly display or sublicense the Product.
Remove or alter any proprietary notices, copyright or trademark notices.
Use the Product in violation of export controls or sanctions.

5. Fees, Taxes & Payment Terms

5.1 Pricing & Fees

Platform fees include:

Commission. A percentage of Gross Transaction Value, as displayed on the Seller Dashboard.
Listing Fee. A one-time fee per Product listing, if applicable.
Payment Processing Fee. Charged by third-party gateways; passed through at cost.

5.2 Taxes

All fees are exclusive of taxes. Buyers are responsible for VAT, GST, sales tax or other applicable taxes. Sellers must provide accurate tax information and may be required to collect and remit taxes.

5.3 Payment Terms

Payments are due immediately upon order acceptance.
We may hold Seller payouts for up to 30 days to cover disputes or chargebacks.
Sellers can request payout via supported methods (bank transfer, PayPal, etc.), subject to minimum withdrawal amounts.

6. Refunds, Cancellations & Disputes

6.1 Refund Policy

Buyers may request refunds within 14 days if the Product materially fails to conform to its description.
Sellers must respond to refund requests within 7 days and either replace, repair or refund.
If Buyer and Seller cannot agree, Clepti will mediate in good faith.
Abuse of the refund process may result in denial of future requests and/or account suspension.

6.2 Cancellations

Buyers may cancel orders prior to delivery. Sellers should refund payments less any processing fees.

6.3 Chargebacks

Buyers must resolve disputed charges through our internal process before initiating a chargeback. Sellers agree to cooperate in any inquiries.

7. Intellectual Property & License to Platform

7.1 Platform IP

All trademarks, service marks, logos, trade names, text, graphics, software and other content on the Platform are owned or licensed by Clepti. Unauthorized use is strictly prohibited.

7.2 Content License

By uploading Content, Sellers grant Clepti a worldwide, non-exclusive, royalty-free right to host, store, reproduce, distribute, display and perform the Content to operate and promote the Platform.

7.3 Feedback

If you provide suggestions or feedback (“Feedback”), you grant Clepti a worldwide, perpetual, irrevocable, royalty-free license to use, modify and commercialize such Feedback without restriction.

8. Acceptable Use & Prohibited Conduct

You agree not to:

Use robots, spiders or similar data mining methods to extract data.
Interfere with the security or integrity of the Platform or other users’ Products.
Transmit viruses, malware or any harmful code.
Impersonate any person or entity, or misrepresent your affiliation.
Use the Platform to store or transmit infringing, obscene, defamatory or otherwise unlawful content.
Engage in spamming, phishing or any other unsolicited communications.

9. Privacy & Data Protection

Your use of personal data is governed by our Privacy Policy. Clepti complies with GDPR, CCPA and other applicable data protection laws. Sellers must comply with applicable privacy and data protection laws in handling Buyer data.

10. Third-Party Services & Links

The Platform may integrate with or link to third-party services (e.g., cloud hosts, payment processors). Your use of such services is governed by their terms. Clepti is not responsible for their performance or content.

11. API & Developer Terms

These API & Developer Terms apply in addition to all other provisions of these Terms & Conditions whenever you access or use Clepti’s public APIs (“API”).

11.1 API Access & Credentials

You must register for an API key and keep your credentials confidential.
API keys are non-transferable. You may not share, sell or distribute your keys.
Clepti may revoke or suspend your API key for misuse, at any time without notice.

11.2 Usage

The Clepti API is offered free of charge, with no rate limits, no usage caps, and no fees. You may make unlimited requests for both commercial and non-commercial purposes, subject to these Terms.

11.3 API Use & Restrictions

You agree not to:

Use the API for any unlawful, harmful, or abusive purpose.
Reverse-engineer, decompile or attempt to derive source code from the API.
Cache responses beyond 24 hours without Clepti’s written consent.
Use the API to send spam or unsolicited communications.

11.4 Data Privacy & Security

You must implement and maintain reasonable security measures to protect API keys and any transmitted data.
Any personal data accessed via the API must be handled in compliance with the Privacy Policy and applicable data protection laws (e.g., GDPR, CCPA).

11.5 Support & SLA

Basic API support is provided via our developer portal and email. SLA response time is 24 hours.
Premium support and uptime guarantees are available under separate SLA agreements.

11.6 Modifications & Deprecation

Clepti may modify API endpoints, schemas or functionality at its discretion.
Major changes or deprecations will be announced at least 60 days in advance.
It is your responsibility to review API changelogs and migrate to new versions as needed.

11.7 Termination of API Access

Clepti may suspend or terminate your API access for violation of these Terms or misuse of the API. Upon termination, you must cease all use of the API and destroy any stored credentials.

12. Confidentiality

“Confidential Information” means non-public business, technical or financial information disclosed by one party to the other. Recipients agree to protect Confidential Information with the same standard of care as their own and not disclose it except as required by law.

13. Warranties & Disclaimers

THE PLATFORM AND PRODUCTS ARE PROVIDED “AS-IS” WITHOUT WARRANTIES OF ANY KIND. CLEPTI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CLEPTI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

14. Limitation of Liability

IN NO EVENT SHALL CLEPTI BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, DATA OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. CLEPTI’S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID OR RECEIVED BY CLEPTI IN THE 12 MONTHS PRIOR TO THE CLAIM.

15. Indemnification

You agree to indemnify, defend and hold harmless Clepti, its affiliates and their officers, directors and employees from any claims, damages, liabilities, costs or expenses arising out of your breach of these Terms, your use of the Platform or any Content you submit.

16. Termination & Suspension

We may suspend or terminate your Account and access at any time for breach of these Terms, suspected fraud, or other misconduct. Upon termination, all licenses granted to you immediately terminate, but Sections 5, 6, 7, 9, 13, 14, 15, 17, 18 and 19 survive.

17. Force Majeure

Neither party shall be liable for delays or failures due to events beyond its reasonable control, including natural disasters, acts of war, terrorism, strikes or government actions.

18. Governing Law, Jurisdiction & Dispute Resolution

These Terms are governed by the laws of Germany, without regard to conflict-of-law principles. Any dispute shall be exclusively brought in the courts of Berlin, Germany. Prior to litigation, parties agree to attempt good faith mediation.

19. General Provisions

19.1 Severability.

If any provision is invalid or unenforceable, the remainder shall remain in full force and effect.

19.2 Waiver.

Failure to enforce any right does not constitute a waiver of that right.

19.3 Assignment.

You may not assign your rights or obligations without Clepti’s prior written consent. Clepti may assign without restriction.

19.4 Notices.

Notices to you will be sent to the email associated with your Account. Notices to Clepti should be sent to support@clepti.com.

19.5 Entire Agreement.

These Terms, together with the Privacy Policy and any referenced documents, constitute the entire agreement between you and Clepti regarding the Platform.

20. Contact Information

For questions about these Terms, please contact:

Email: support@clepti.com

Clepti