Terms & Policies

Terms of Service

The agreement that governs your use of SemlyPro.

Last updated: 13 July 2026

1. Introduction and acceptance

1.1. Parties. These Terms of Service (the “Terms”) form a binding agreement between:

  • Semly Pro, a sole proprietorship (eenmanszaak) established in the Netherlands, registered with the KvK (Dutch Chamber of Commerce) under number 99448351, VAT ID NL005387029B31, with registered address at Hawaiiweg 41, 1339 NW Almere, Netherlands (trading as “SemlyPro”, “we”, “us”, “our”); and
  • The natural person or legal entity that creates an account or otherwise uses the Service (“Customer”, “you”, “your”).

SemlyPro is currently operated by its sole proprietor, Surya Pillai. SemlyPro does not yet trade as a private limited company (besloten vennootschap, “B.V.”); see clause 1.3.

1.2. Acceptance. By creating an account, accessing the Service, or clicking “I agree” (or an equivalent), you confirm that (a) you have read, understood, and agree to be bound by these Terms; (b) you are legally competent to enter into a binding contract; and © if you are entering into these Terms on behalf of a company or other legal entity, you have authority to bind that entity. If you do not agree to these Terms, you must not access or use the Service.

1.3. Succession to Semly Pro B.V. SemlyPro intends to incorporate a private limited company (Semly Pro B.V.). Upon incorporation, Semly Pro B.V. will assume this agreement by operation of the assignment/novation mechanism in clause 23.4, and references to “SemlyPro” in these Terms will be read as references to Semly Pro B.V. This does not require your further consent. Until that incorporation completes, the contracting party is the current entity named in clause 1.1, and the exclusions, disclaimers and liability caps in these Terms are drafted to bind that entity and to carry over to Semly Pro B.V. on incorporation.

1.4. Free tools. Certain free SEO/AI tools made available to the public on our marketing site (semlypro.com and semlypro.nl) without an account are governed by separate Free SEO Tools Terms & Disclaimer, not by these Terms. These Terms govern the SemlyPro subscription Service defined in clause 2.

2. Definitions

  • Service means the SemlyPro software-as-a-service platform available at semlypro.com, app.semlypro.com, semlypro.nl, any subdomains, and any related APIs, MCP servers, integrations, mobile applications, browser extensions, and successor services. The free public tools referred to in clause 1.4 are not part of the “Service” as defined here.
  • Content means keywords, briefs, drafts, generated articles, images, metadata, audits, competitor analyses, ranking data, AI-citation data, and any other output produced through the Service.
  • Customer Materials means any inputs, prompts, brand information, existing content, publishing credentials, keyword lists, competitor URLs, uploaded files (including Excel/CSV/spreadsheet files), and data obtained through Connected Data Sources that you provide or authorise the Service to access.
  • Connected Data Sources means third-party accounts and data feeds you authorise the Service to access on your behalf, including but not limited to Google Ads (campaign, spend, performance, and conversion data), Google Analytics 4 (GA4) (traffic, audience, and event data), Google Search Console (GSC) (query, impression, click, and index data), connected CMS accounts, and customer-uploaded Excel/CSV/spreadsheet files (arbitrary tabular data you import, which may contain personal data).
  • Third-Party Services means external platforms with which the Service integrates or on which the Service depends, including but not limited to WordPress, Webflow, Shopify, Ghost, Sanity, Contentful, Strapi, Storyblok, HubSpot, Hygraph, DatoCMS, Prismic, OpenAI, Anthropic, Google (including Google Ireland Limited and Google LLC), ChatGPT, Perplexity, Gemini, Stripe, Vercel, and any successor or additional integrations.
  • AI Providers means the third-party large-language-model providers whose services SemlyPro uses to generate or analyse Content, currently including but not limited to OpenAI Ireland Limited and Anthropic PBC.
  • AI Search Engines means third-party generative AI services SemlyPro polls to measure Content visibility, including but not limited to ChatGPT, Claude, Perplexity, and Gemini.
  • AUP means our Acceptable Use Policy, available at semlypro.com/acceptable-use, which is incorporated by reference into these Terms.
  • Privacy Policy means our Privacy Policy, available at semlypro.com/privacy, which is incorporated by reference into these Terms.
  • DPA means our Data Processing Agreement, available at semlypro.com/dpa, which applies where you are a data controller (or Data Fiduciary) and SemlyPro processes personal data on your behalf.
  • India Addendum means our India Privacy & Grievance Addendum (to be published at semlypro.com/india), which applies to Customers and Data Principals in India and addresses the Digital Personal Data Protection Act, 2023 (see clause 16.4).
  • MSA means a separately signed Enterprise Master Services Agreement, where applicable.
  • Subscription Plan means the tier you select and pay for (currently Pro, Business Pro, Managed, or successor plans).
  • Beta Features means any feature designated as beta, alpha, preview, experimental, early-access, or similar.
  • Consumer means a natural person acting for purposes wholly or mainly outside that person’s trade, business, craft, or profession. Business Customer means any Customer that is not a Consumer. Where these Terms grant rights to “EU consumers”, “UK consumers”, or “India consumers”, those rights are available to Consumers habitually resident in, respectively, the European Union, the United Kingdom, and India.

3. Account registration and eligibility

3.1. Eligibility. The Service is intended for use by businesses and by natural persons aged 18 or over. You may not use the Service if you are under 18. Where consumer-protection legislation applies to you (including in the European Union, the United Kingdom, and India), you retain the statutory rights that legislation grants you, and nothing in these Terms shall be interpreted to waive or diminish those mandatory rights (see clause 3A).

3.2. Account information. You agree to provide accurate, current, and complete information during registration and to keep that information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

3.3. One account per entity. You may not create more than one account per legal entity unless expressly permitted by your Subscription Plan. Team seats are governed by the Subscription Plan you select.

3.4. Team members and agency use. If you add team members to your account, you are responsible for their compliance with these Terms and the AUP. Their acts and omissions are treated as yours. If you use the Service as an agency on behalf of end-clients, you remain the Customer under these Terms and are responsible for your end-clients’ compliance to the extent their use is enabled by your account.

3.5. Sanctions, exports, and prohibited users. You may not use the Service if you are located in, or a national of, a country subject to European Union, Netherlands, United States, or United Kingdom sanctions or embargoes, or if you appear on any government-maintained list of prohibited or restricted parties, including the EU Consolidated List, the OFAC SDN List, the UK Sanctions List, and any successor list. You may not use the Service in connection with the development, manufacture, or promotion of weapons, or to provide the Service or its outputs to any prohibited party. SemlyPro screens accounts against sanctions lists and may terminate any account that fails such screening without notice.

3A. Consumers and Business Customers — which terms apply to you

3A.1. Split. These Terms apply to both Business Customers and Consumers, but certain provisions are modified for Consumers because mandatory consumer-protection law overrides contractual terms.

3A.2. Provisions that do not apply, or apply only as modified, to Consumers. For Consumers, the following are disapplied or softened to the extent they conflict with mandatory consumer-protection law: the chargeback penalty and cost-shifting in clause 4.6; the aggregate liability cap and the EUR 100 floor in clause 12.2 (modified by clause 12.5); the customer indemnity in clause 13; and the class/collective-action waiver in clause 22.4. Consumers retain the cancellation and refund rights set out in clauses 4.7 (EU), 4.8 (UK), and 4.11 (India), and the governing-law and forum protections in clauses 22.2, 22.6, and 22.7.

3A.3. Nothing limits mandatory rights. Nothing in these Terms excludes or limits any right or remedy that mandatory consumer-protection law in your country of habitual residence grants you and does not permit to be excluded or limited. Where any term is unfair or unenforceable against a Consumer under Directive 93/13/EEC and Dutch Civil Code (Burgerlijk Wetboek, “BW”) articles 6:236–6:237, the UK Consumer Rights Act 2015 (including Schedule 2), or the India Consumer Protection Act, 2019, that term does not apply to that Consumer to the extent of the conflict, and the remainder of these Terms continues to apply.

4. Subscription plans, billing, and cancellation

4.1. Plans. SemlyPro is offered on a subscription basis. Current plans, features, quotas, and prices are published at semlypro.com/pricing. We may change plans, features, quotas, or prices, with reasonable prior notice to existing customers. For Consumers, any price increase or material adverse change to quotas taking effect during a subscription entitles you to terminate the subscription, without penalty, before the change takes effect (see clause 20).

4.2. Free trial. We may offer a free trial. Trials are limited to one per Customer (whether natural person or legal entity). We reserve the right to terminate a trial and require immediate payment if we determine, in good faith, that the trial has been misused or that you are ineligible.

4.3. Billing. Fees are billed in advance, in Euros (EUR), for the billing cycle (monthly or annual) associated with your Subscription Plan. Payment is processed by Stripe or another payment processor identified at checkout. You authorise us to charge your payment method for all fees, taxes, and applicable overage or add-on charges.

4.4. Automatic renewal. Subscriptions renew automatically for successive billing cycles at the then-current price unless cancelled before the renewal date. You may cancel through your account settings or by contacting anil@semlypro.com. For Consumers in the Netherlands and the wider EU, after the initial term a subscription that renews continues on an indefinite basis and may be cancelled at any time with a notice period of no more than one month; it does not silently roll into a new fixed term (Dutch “Wet Van Dam”, BW article 6:236(j)/(k)). For UK Consumers, SemlyPro will comply with the subscription-contract requirements of the Digital Markets, Competition and Consumers Act 2024 (including pre-contract information, pre-renewal reminder notices, and straightforward cancellation) once that regime comes into force (currently expected Spring 2027).

4.5. Refunds. Except as required by applicable consumer-protection law (see clauses 4.7 (EU), 4.8 (UK), and 4.11 (India)) and by clause 4.12, fees are non-refundable. Cancellation stops future renewals but does not, of itself, refund fees for the current billing cycle.

4.6. Chargebacks and payment disputes. Before initiating a chargeback with your bank or card issuer, you agree to contact SemlyPro first at anil@semlypro.com and allow us thirty (30) days to resolve the dispute. Initiating a chargeback without first contacting us may result in suspension of your account. If a chargeback is decided against you, you agree to pay any chargeback fees imposed on us. This clause 4.6 does not apply to Consumers and does not restrict any statutory chargeback, refund, or dispute right a Consumer holds.

4.7. EU consumer right of withdrawal. If you are an EU Consumer, you have a statutory 14-day right of withdrawal from the date the contract is concluded, in accordance with Directive 2011/83/EU (as amended by Directive (EU) 2019/2161). If you expressly request that we begin performance during the withdrawal period, and you then withdraw, you must pay only the proportionate amount for the Service actually supplied up to the point of withdrawal, and we will refund the balance. You lose the right of withdrawal only once the Service has been fully performed at your express prior request and with your acknowledgement that you would lose the right on full performance. We will make the model withdrawal form and clear withdrawal instructions available; a summary is surfaced in our Refund & Cancellation Policy (clause 4.12).

4.8. UK consumer cancellation right. If you are a UK Consumer, you have a 14-day cancellation (cooling-off) right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (regulations 29–38), running from conclusion of the contract. We will provide the pre-contract cancellation information and the model cancellation form required by regulation 13 and Schedule 2 of those Regulations. If you make an express request under regulation 36 for us to begin the Service within the cancellation period, you acknowledge that (a) you will be charged, on a proportionate basis, for the Service supplied up to cancellation, and (b) you lose the right to cancel once the Service is fully performed. Your statutory rights under the Consumer Rights Act 2015 (including that services are performed with reasonable care and skill and that digital content is of satisfactory quality and fit for purpose) are not affected by these Terms.

4.9. Suspension for non-payment. We may suspend the Service if fees are more than fourteen (14) days overdue. We may terminate the Service and delete Customer Materials thirty (30) days after non-payment, subject to any legal-retention obligations (see clause 18.4).

4.10. Taxes. Fees are exclusive of VAT and other applicable taxes, which will be added where required.

4.11. India — OIDAR GST and Indian consumer rights. SemlyPro’s supply of the Service to recipients in India is an Online Information and Database Access or Retrieval (OIDAR) service under Indian law. Where required, SemlyPro will register for Indian Goods and Services Tax, charge and separately display integrated GST (IGST) at the applicable rate (currently 18%) on supplies to Indian recipients, issue GST-compliant invoices showing its GSTIN, and file the required returns (including Form GSTR-5A). For India Consumers, SemlyPro will comply with the Consumer Protection (E-Commerce) Rules, 2020, including honest and non-misleading terms, fair cancellation (no cancellation charge is imposed on a Consumer unless SemlyPro bears an equivalent charge when it cancels), and refunds of accepted refund requests within timelines consistent with RBI/applicable law. Nothing in these Terms excludes or limits an India Consumer’s non-excludable rights under the Consumer Protection Act, 2019.

4.12. Refund & Cancellation Policy. A plain-language summary of how to cancel, how renewal works, and the refund/withdrawal rights described in clauses 4.7, 4.8, and 4.11 is (or will be) published as a standalone Refund & Cancellation Policy at semlypro.com/refunds and surfaced at checkout. In the event of any conflict, the mandatory statutory rights of Consumers prevail.

5. Licence to use the Service

5.1. Grant. Subject to your compliance with these Terms and payment of applicable fees, SemlyPro grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during your subscription period, solely for your internal business purposes.

5.2. Restrictions. You must not, and must not permit any third party to: (a) copy, modify, reverse-engineer, decompile, disassemble, or attempt to derive the source code, prompts, model weights, or proprietary algorithms of the Service, except to the extent, and only to the extent, that this restriction is prohibited by applicable mandatory law (including Articles 5 and 6 of Directive 2009/24/EC on the legal protection of computer programs); (b) resell, sublicense, or make the Service available to any third party (except that agency Customers on the Managed plan may deliver Content produced through the Service to their own end-clients); © use the Service to develop a competing product; (d) circumvent, disable, or otherwise interfere with any security, rate-limit, or access-control feature of the Service; (e) use the Service to build a database of keywords, rankings, or citations for the purpose of reselling that data as a standalone product; (f) scrape, crawl, or extract data from the Service by automated means other than through documented APIs and within documented rate limits (see semlypro.com/docs/api/limits); (g) submit prompts or inputs designed to cause the Service or its underlying AI models to produce content that violates the AUP, applicable law, or the usage policies of any AI Provider.

5.3. Automated access — MCP, API, and agentic use. The Service may be accessed through APIs, an MCP server, SDKs, webhooks, and browser extensions, including write-capable interfaces that can trigger live publishing on your behalf (for example from an AI assistant or agent). You are responsible for securing, rotating, and promptly revoking your API keys, OAuth tokens, and MCP credentials. All actions initiated through any automated, API, MCP, or agentic access to your account are deemed to be your actions, and your verification, human-oversight, and AUP obligations (including clauses 7, 8.1, 8.2, and 8A.9) apply identically to automated, agent-initiated, and manual use. An AI agent auto-publishing inaccurate or non-compliant Content does not shift risk to SemlyPro.

6. Customer Materials and Content ownership

6.1. Customer Materials. You retain all rights to Customer Materials. You grant SemlyPro a worldwide, non-exclusive, royalty-free licence to host, copy, process, and transmit Customer Materials solely to the extent necessary to (a) provide the Service to you, (b) enforce these Terms, and © comply with applicable law.

6.2. Generated Content. Subject to your payment of applicable fees and your compliance with these Terms, SemlyPro assigns to you the rights, title, and interest SemlyPro may hold in the Content generated for you through the Service. You are solely responsible for the use, publication, and consequences of any Content you publish.

6.3. Copyright in AI-generated Content. You acknowledge that the copyright status of AI-generated content is uncertain in some jurisdictions and that courts and regulators in certain jurisdictions may hold that AI-generated content is not eligible for copyright protection or is subject to different ownership rules than human-authored content. SemlyPro does not warrant that Content is protected by copyright in any specific jurisdiction. You are responsible for any additional human authorship contribution required to establish copyright in Content in your jurisdiction.

6.4. Warranties from you regarding Customer Materials. You warrant that: (a) you have all necessary rights and consents to submit Customer Materials to the Service (including to authorise access to Connected Data Sources such as Google Ads, GA4, and GSC accounts); (b) Customer Materials do not infringe any third party’s intellectual property, privacy, publicity, or other rights; © Customer Materials do not contain any illegal, defamatory, or otherwise unlawful content; (d) any personal data included in Customer Materials (including in uploaded Excel/CSV/spreadsheet files) has been collected and is processed by you on a valid legal basis, that you have provided any notices and obtained any consents required by applicable law, and that you have not uploaded special-category or sensitive personal data except as expressly permitted by the AUP and the DPA.

6.5. Aggregated and anonymised data. SemlyPro may collect, use, and disclose genuinely anonymised data derived from your use of the Service for any lawful purpose, including improving the Service, benchmarking, and research, provided the data has been anonymised such that it no longer relates to an identified or identifiable person and cannot reasonably be re-identified. Merely pseudonymised or de-identified data remains personal data and is treated as such under the Privacy Policy and DPA; it is not used under this clause 6.5.

6.6. No training on your data by default; internal-improvement limits. SemlyPro does not use your Customer Materials or Content generated for you to train publicly-released AI models. Where SemlyPro or an AI Provider processes your data to provide the Service to you, that processing does not include training public models on your data. Where SemlyPro uses Customer Materials for internal, non-public improvement of the Service (see clause 6.7(d)), and those materials contain personal data for which you are the controller/Data Fiduciary and SemlyPro is a processor, such improvement use is limited to what the DPA and a valid lawful basis permit and to the documented purposes therein. Data obtained through Google Connected Data Sources (Google Ads, GA4, GSC) is used only as permitted by, and is limited by, the Google API Services User Data Policy (including its Limited Use requirements) and is not used to train or improve generalised AI/ML models (see clause 9.5). This “no public-model training” position may be changed only by our express written notice to you and with your opt-in consent where required by law.

6.7. Access to Customer Materials and Content by SemlyPro personnel. SemlyPro personnel and authorised contractors may access Customer Materials and Content only as necessary to (a) provide, maintain, and secure the Service; (b) troubleshoot, debug, and provide support; © investigate abuse, security, or AUP issues; and (d) review and improve the Service and its models for SemlyPro’s internal, non-public purposes only, subject to the limits in clause 6.6. Such access is subject to confidentiality obligations and to least-privilege / role-based access controls and access logging, and no data is exported beyond those purposes. SemlyPro does not use Customer Materials or Content to train publicly-released AI models (see clause 6.6). This clause is reflected in the Privacy Policy and the DPA and, where SemlyPro acts as a processor, is part of the documented processing instructions.

7. Acceptable Use — critical protections

The following section is the primary control against misuse of the Service. Read it carefully.

7.1. Compliance with the AUP. Your use of the Service is at all times subject to the Acceptable Use Policy. In the event of any conflict between these Terms and the AUP, the more restrictive provision applies.

7.2. Prohibited Uses. You will not use the Service to:

  • (a) Search-engine spam and content-abuse practices. Generate, publish, or facilitate the publication of Content in any manner that falls within a category of prohibited practice under any search engine’s published policies as those policies exist and are updated from time to time, including without limitation the Google Search Essentials and its Spam Policies, the Google Search Central guidance on AI-generated and helpful content, the Bing Webmaster Guidelines, and any successor documents. Prohibited practices include, without limitation:
    • (i) any conduct that a search engine’s published policy characterises as “scaled content abuse,” “site reputation abuse,” “scaled AI content,” “expired-domain abuse,” “spammy automatically-generated content,” “content produced primarily to manipulate search rankings,” or any similar or successor category, regardless of (A) the absolute number of articles, pages, or items of Content involved, (B) your assessment of the quality of that Content, and © whether you performed any editorial or human review of that Content before publication;
    • (ii) publishing Content at a cadence, volume, or velocity that is materially inconsistent with your domain’s established publishing pattern, editorial capacity, demonstrable topical expertise, or authority signals, including publishing Content that a reasonable search-marketing professional would identify as inconsistent with the domain’s normal operating profile;
    • (iii) publishing Content that a search engine’s published guidance would characterise as produced primarily for search-engine ranking rather than to serve identifiable user needs (including guidance on “helpful, reliable, people-first content” or successor guidance);
    • (iv) publishing Content on a topic on which the publishing domain does not demonstrate experience, expertise, authoritativeness, or trustworthiness in a manner that a search engine’s published guidance requires or values, where that publication has the effect of leveraging the domain’s authority for ranking purposes (“site reputation abuse”);
    • (v) publishing the same or substantially similar Content across multiple domains, subdomains, or site sections that you own, control, or influence;
    • (vi) doorway pages, gateway pages, thin affiliate pages, cloaking, hidden text, keyword stuffing, sneaky redirects, misleading structured data, link schemes, private blog networks, or manipulative reciprocal linking;
    • (vii) publishing auto-translated Content without competent human review, or Content in a language you do not have the editorial capacity to review for accuracy and idiom;
  • generate Content that infringes third-party intellectual property, is defamatory, promotes hate, incites violence, sexually exploits minors, or is otherwise illegal;
  • generate or publish deep-fakes, misleading synthetic media, or Content that impersonates a real person or organisation without their consent;
  • circumvent, disable, or attempt to circumvent any rate limit, per-domain cap, publishing-cadence control, or human-review checkpoint that we implement to encourage compliant use;
  • use the Service to attack, defraud, phish, or otherwise harm any third party;
  • use the Service to attempt to manipulate the underlying AI models to produce content that violates the AUP, applicable law, or the usage policies of any AI Provider (“prompt injection,” “jailbreaking,” and similar techniques);
  • use the Service to generate Content in regulated content sectors (including but not limited to health and medical, pharmaceuticals, financial services and investment advice, legal advice, cryptocurrency, gambling, and content addressing minors) without independent expert human review by an appropriately qualified professional and without complying with applicable sector-specific regulation;
  • use the Service in any manner that violates applicable law, including data-protection law, consumer-protection law, competition law, or export controls.

7.2A. No safe harbour. For the avoidance of doubt, the following do not constitute a defence to a violation of clause 7.2(a):

  • that the absolute number of articles or pages you published was small or fell below any specific numeric threshold;
  • that you consider the Content to be high-quality, factually accurate, or original;
  • that you performed some form of human review before publication;
  • that the Service’s user interface permitted the actions you took;
  • that any published guidance from SemlyPro suggested a particular cadence or volume was acceptable in general terms.

You are solely responsible for reading, understanding, and complying with the most current published guidelines of each search engine you target. Those guidelines evolve. Compliance with an outdated version is not compliance.

7.3. User responsibility for search-engine outcomes. You acknowledge and agree that: (a) SemlyPro provides tools that assist with search-engine optimisation. It does not guarantee any specific search position, traffic, citation, or other commercial outcome, whether for a single article or across your Content as a whole. (b) Search engines and AI Search Engines are third-party services. Their algorithms, policies, and manual actions are outside SemlyPro’s control. Changes to those algorithms or policies, or a search engine’s manual action against your domain, may adversely affect Content generated through the Service, and SemlyPro is not liable for those effects. © You are solely responsible for your overall SEO strategy, including publishing cadence, content mix, technical implementation, and compliance with each search engine’s guidelines. You must not rely on SemlyPro to determine what publication frequency, volume, or pattern is safe for your domain. Best practice is gradual, human-reviewed publication paced in accordance with the recommendations of the search engines you target. (d) If your domain receives a manual action, an algorithmic penalty, a ranking loss, or any other adverse effect at any search engine or AI Search Engine, whether or not it is causally connected to Content generated through the Service, that consequence is your sole responsibility. You waive any right to hold SemlyPro liable for such consequences except to the limited extent expressly set out in these Terms and except for any liability that cannot lawfully be excluded.

7.4. Publishing controls. SemlyPro may implement, and may modify at any time, rate limits and publishing controls (including per-domain limits, staggered publishing, and required human-review checkpoints) to encourage compliant use. You will not circumvent these controls, and you accept that these controls exist for your protection as well as ours.

7.5. Right to suspend or terminate for AUP violation. We may, without notice and at our sole discretion, suspend or terminate your access to all or part of the Service if we determine, in good faith, that you have violated the AUP or these Terms. In serious cases, we may (a) delete any Content that violates the AUP, (b) notify affected third parties (including third-party CMS platforms, search engines, and law enforcement where required), and © pursue any other remedies available at law. Where you are a Consumer, we will act proportionately and give notice where the law requires it.

8. AI-generated Content — specific limitations and user responsibilities

8.1. AI-generated Content is not fact-checked by SemlyPro. The Service uses large-language models to generate and analyse Content. AI models may produce output that is inaccurate, incomplete, biased, out-of-date, or that fabricates facts, sources, quotes, prices, product features, statistics, legal claims, medical claims, or attributions (“hallucination”). SemlyPro does not verify, fact-check, or edit Content before delivering it to you. You must review, verify, and edit all Content before publishing it.

8.2. Your obligation to verify. You expressly acknowledge and accept that: (a) any factual claim in Content (including but not limited to named prices, product specifications, statistical claims, quotations attributed to identifiable persons, medical claims, legal claims, financial claims, historical facts, and claims about identifiable third parties) may be inaccurate or fabricated; (b) it is your sole responsibility to independently verify every such claim before publication; © subject to clause 12.3 and any liability that cannot lawfully be excluded, SemlyPro is not liable for any consequence arising from your publication of a Content item that contains an inaccurate or fabricated claim, including without limitation any defamation, false-advertising, product-liability, regulatory, tax, or third-party contract claim; (d) your obligation to verify applies whether or not you have connected brand data, competitor URLs, or other Customer Materials to the Service; connecting such materials does not shift the burden of verification to SemlyPro.

8.3. EU AI Act transparency and marking. Where applicable law requires that AI-generated content be disclosed as such (including but not limited to Article 50 of Regulation (EU) 2024/1689 (the “EU AI Act”)), you are responsible for making that disclosure in the publication where you use the Content. SemlyPro provides tools that may facilitate such disclosure; the responsibility for actually disclosing is yours. See clause 8A.4.

8.4. Model behaviour and changes. SemlyPro’s underlying AI models are provided by AI Providers and may change at any time. Model changes may result in variations in Content style, quality, format, response length, or subject-matter coverage. SemlyPro does not warrant that Content generated in future will be substantively similar to Content generated at any earlier date. Changes in model behaviour are not a defect and do not entitle you to any refund, credit, or other remedy, save for any mandatory statutory right of a Consumer.

8.5. Prompt injection and adversarial inputs. You must not submit prompts, Customer Materials, or other inputs designed to (a) cause the AI to disregard its safety guidelines or these Terms; (b) extract prompts, model weights, or system instructions; © cause the AI to produce content that violates the AUP; or (d) cause the AI to impersonate SemlyPro, its personnel, or any other identifiable third party. We may automatically detect and refuse such inputs.

8.6. AI Search Engine polling. The Service polls AI Search Engines (including ChatGPT, Claude, Perplexity, and Gemini) on your behalf to measure how those services cite your brand. Those AI Search Engines are third-party services with their own terms; SemlyPro’s polling is subject to their rate limits, data-access policies, and change over time. SemlyPro does not warrant that any specific AI Search Engine will remain available for polling or that citation-tracking data will remain accurate.

8.7. Regulated content sectors — YMYL. Content generated by the Service in “Your Money or Your Life” categories (including but not limited to health, medicine, pharmaceuticals, financial services, investment advice, legal advice, tax advice, and safety-critical topics) carries elevated risk of harm and elevated risk of regulatory action against you as publisher. You must (a) obtain independent human expert review by an appropriately qualified professional before publishing any such Content; (b) comply with all applicable sector-specific regulation (including but not limited to MDR, IVDR, MiFID II, MiCA, and equivalent frameworks in the jurisdictions you serve); and © make any disclosures required by that regulation. SemlyPro disclaims all liability, to the maximum extent permitted by law, for consequences arising from your publication of Content in these categories.

8A. EU AI Act — allocation of obligations, prohibited uses, and transparency

This clause addresses Regulation (EU) 2024/1689 (the “EU AI Act”) as it enters into application in stages. The obligations in this clause apply from the date each provision of the EU AI Act applies to the relevant party, notwithstanding earlier applicability of these Terms.

8A.1. Classification of the Service and roles. (a) The Service integrates general-purpose AI models supplied by AI Providers. In relation to those integrations, SemlyPro is a deployer of the underlying models within the meaning of Article 3 of the EU AI Act. (b) In respect of the Content-generation and analysis features that SemlyPro designs and places on the market under its own brand, SemlyPro is a provider of an AI system within the meaning of Article 3(3) EU AI Act and, as such, bears the transparency and content-marking obligations for generative AI systems under Article 50(2). SemlyPro’s SEO Content-generation features are not high-risk AI systems within the meaning of Article 6 and Annex III EU AI Act; accordingly, Article 25 (which reclassifies actors in the high-risk value chain) is not the basis of SemlyPro’s provider status, and is reserved for any future high-risk feature. SemlyPro takes responsibility for provider obligations only in respect of features SemlyPro has designed and marketed; SemlyPro is not the provider of the underlying general-purpose AI models. © You (the Customer) are a deployer of the Service in your own capacity when you use it. You are responsible for compliance with your own deployer obligations under the EU AI Act, including but not limited to Articles 26, 27, 50, and 86 as applicable to your specific use case. (d) If you rebrand or resell Content or output of the Service under your own name or brand, you may become a further provider or deployer under Article 25 or otherwise, with associated obligations. You are responsible for that classification.

8A.2. Prohibited practices (Article 5 EU AI Act). You will not use the Service to develop, deploy, or facilitate any AI practice prohibited by Article 5 EU AI Act, including but not limited to: (a) AI systems using subliminal or purposefully manipulative techniques that materially distort behaviour; (b) AI systems exploiting vulnerabilities of a specific group (age, disability, socio-economic status) to materially distort behaviour; © social scoring by public authorities or on their behalf; (d) predictive policing based solely on profiling or personality traits; (e) untargeted scraping of facial images for facial-recognition databases; (f) inferring emotions in the workplace or educational institutions (except for medical or safety reasons); (g) biometric categorisation to deduce race, political opinions, trade-union membership, religious or philosophical beliefs, sex life, or sexual orientation; (h) real-time remote biometric identification in publicly accessible spaces for law-enforcement purposes (subject to narrow exceptions in the EU AI Act).

8A.3. High-risk use cases (Annex III EU AI Act) — prohibited on the Service. You will not use the Service to generate, review, or facilitate Content or decisions in the following use categories, as listed in Annex III of the EU AI Act: (a) biometric identification and categorisation of natural persons; (b) management and operation of critical infrastructure; © access to and admission to educational or vocational training institutions, or assessment of students; (d) employment, worker management, and access to self-employment — including recruitment, screening or filtering of applications, evaluation of candidates, decisions on promotion or termination, allocation of tasks, and monitoring or evaluation of workers; (e) access to and enjoyment of essential private or public services, including creditworthiness assessment and credit scoring, evaluation of eligibility for social benefits, and pricing of life or health insurance; (f) law enforcement, migration, asylum, and border-control management; (g) administration of justice and democratic processes, including AI systems assisting judicial authorities or influencing the outcome of elections or referenda.

If you require SemlyPro’s Service for any use case in Annex III, you must contact anil@semlypro.com before use. Absent SemlyPro’s prior written consent, use of the Service for any Annex III use case is a material breach of these Terms.

8A.4. Article 50 transparency — content marking and disclosure. (a) SemlyPro’s obligations as provider. From 2 August 2026, and to the extent SemlyPro is a provider of a generative AI system under Article 50(2), SemlyPro will ensure that AI-generated Content is marked in a machine-readable format detectable as artificially generated or manipulated, using technical solutions that are effective, interoperable, robust, and reliable, insofar as this is technically feasible. Where the Service was already on the market before 2 August 2026, SemlyPro will meet the machine-readable-marking requirement no later than the transitional deadline applicable under the EU AI Act and its implementing/omnibus measures (currently understood to be 2 December 2026 for generative systems already on the market before 2 August 2026). SemlyPro’s implementation approach will be described at semlypro.com/ai-transparency (page to be published). (b) Your obligations as deployer. From 2 August 2026, you are a deployer under Article 50(3) and Article 50(4) EU AI Act to the extent applicable. You must: (i) where you use the Service to generate Content constituting a “deep fake” (as defined in Article 3(60) EU AI Act) — that is, AI-generated or manipulated image, audio, or video content that resembles existing persons, objects, places, or events and would falsely appear to a reasonable person to be authentic — disclose that fact clearly and distinguishably at the latest at the time of first interaction or exposure, save for the narrow exceptions in Article 50(4); (ii) where you use the Service to generate or manipulate Content constituting “text published with the purpose to inform the public on matters of public interest,” disclose that the content has been artificially generated or manipulated, save for the exceptions in Article 50(4) (including where the AI-generated content has undergone a process of human review or editorial control and where a natural or legal person holds editorial responsibility for the publication). © Voluntary Code of Practice. SemlyPro monitors and, where appropriate, aligns with the EU AI Office’s Code of Practice on the marking and labelling of AI-generated content as it develops.

8A.5. Article 73 — serious-incident reporting. (a) If you become aware of a serious incident (as defined in Article 3(49) EU AI Act) involving the Service, you will notify SemlyPro at anil@semlypro.com immediately, and in any event within twenty-four (24) hours of becoming aware. (b) SemlyPro will report serious incidents to the competent market surveillance authority in accordance with Article 73 EU AI Act, within the applicable statutory time frames (15 days standard; 2 days for widespread infringement; 10 days for death cases). You will cooperate with SemlyPro’s investigation and reporting. © Reporting is not an admission of liability.

8A.6. Impersonation and rights of personality. You will not use the Service to generate Content that impersonates any identifiable natural person (including public figures, elected officials, and candidates for public office) or any identifiable organisation, in a manner that would falsely represent that person or organisation as having authored, endorsed, or approved the Content. This obligation applies whether or not the Content constitutes a “deep fake” under Article 50(4) EU AI Act.

8A.7. Political and electoral content. (a) You will not use the Service to generate Content intended for use in political advertising, election campaigning, referendum campaigning, or communications with the primary purpose of influencing the outcome of elections or referenda, without (i) compliance with all applicable election-integrity, political-advertising, and campaign-finance law in the jurisdiction of publication (including Regulation (EU) 2024/900 on the transparency and targeting of political advertising); and (ii) clear disclosure that the Content is AI-generated. (b) You will not use the Service to generate misleading Content about voting procedures, election results, or candidates for public office. © SemlyPro may refuse to generate, or may suspend accounts generating, Content in these categories at its discretion.

8A.8. AI Provider usage-policy flow-through. Your use of the Service is at all times subject to the usage policies of the AI Providers whose models underpin the relevant feature (currently including the OpenAI Usage Policies and the Anthropic Usage Policy, and successor documents). Uses prohibited by the AI Providers’ usage policies are prohibited under these Terms.

8A.9. Human oversight. SemlyPro provides tools that enable human review of Content. As a deployer, you are responsible for exercising meaningful human oversight of the Service’s outputs before publication, in a manner appropriate to the risk and context of your use. This obligation applies equally to Content published through automated, API, MCP, or agentic access (see clause 5.3).

8A.10. Recordkeeping. Where the EU AI Act requires you to keep records of your use of AI systems, SemlyPro will make reasonably available the logs and metadata within its systems necessary to support your recordkeeping obligation. Requests to anil@semlypro.com.

9. Third-Party Services

9.1. Not our responsibility. The Service integrates with and depends on Third-Party Services. Those services are provided by their respective operators under their own terms and privacy policies. SemlyPro does not control them, does not warrant their availability or performance, and is not liable for their acts or omissions. Your use of a Third-Party Service through the Service is governed by that service’s terms.

9.2. AI Providers. Certain features of the Service use APIs provided by AI Providers. Content generated using those APIs may reflect the behaviour, limitations, biases, and errors of those underlying models. Your use of the Service is subject to the AI Providers’ respective usage policies (currently including OpenAI’s Usage Policies at openai.com/policies/usage-policies and Anthropic’s Usage Policy at anthropic.com/legal/aup, and any successor documents). If we are required to suspend your use of the Service to comply with an AI Provider’s directive, we may do so without liability to you.

9.3. CMS publishing to Third-Party platforms. When you use the Service to publish Content to a Third-Party CMS (including WordPress, Webflow, Shopify, Ghost, Sanity, Contentful, Strapi, Storyblok, HubSpot, Hygraph, DatoCMS, Prismic, and successor integrations), you: (a) authorise SemlyPro to act on your behalf using the credentials, API keys, or OAuth tokens you provide, solely to complete the publishing action you request; (b) warrant that you have the right to publish to the destination account and that publishing there does not violate the destination platform’s terms; © agree that the destination platform’s terms govern the Content once published, including its terms on account suspension, content removal, and moderation; (d) acknowledge that SemlyPro is not responsible if a destination platform suspends, restricts, or terminates your account or removes your Content; (e) agree that the security of your credentials on the destination platform (including password strength, MFA, and revocation of stale tokens) is your responsibility.

9.4. Third-Party changes. Third-Party Services may change their APIs, features, pricing, terms, or availability at any time. Any resulting change or unavailability in the Service is outside SemlyPro’s control and is not a defect. SemlyPro may add, remove, or modify Third-Party integrations at any time.

9.5. Connected Data Sources — Google Ads, GA4, Search Console, and file uploads. (a) Authorisation. When you connect a Google Ads, Google Analytics 4, or Google Search Console account (via OAuth) or upload Excel/CSV/spreadsheet files, you authorise SemlyPro to access, retrieve, and process that data on your behalf solely to provide the Service to you, and you warrant that you hold all rights and authority necessary to grant that access. (b) Google Limited Use. SemlyPro’s access to and use of data obtained through Google APIs complies with, and is limited by, the Google API Services User Data Policy, including its Limited Use requirements. In particular, SemlyPro does not use Google user data to develop, improve, or train generalised/non-personalised AI or machine-learning models, does not transfer or sell Google user data except as the Limited Use requirements permit, and uses that data only to provide or improve user-facing features that are prominent in the requesting experience. This is the subject of a separate Google API Services / Limited Use Compliance Statement (to be published). © Interaction with clauses 6.5/6.6. Data obtained through Google Connected Data Sources is carved out of the internal-improvement and aggregated-data uses in clauses 6.5 and 6.6 to the extent the Limited Use requirements so require. (d) Personal data. Where Connected Data Sources or uploaded files contain personal data, you are the controller/Data Fiduciary and SemlyPro is a processor, and the DPA applies (see clause 16). SemlyPro’s ingestion of these sources is described in the Privacy Policy.

10. Intellectual property

10.1. SemlyPro’s IP. SemlyPro, its logos, the Service, and all software, algorithms, models, prompts, prompt libraries, evaluations, documentation, and training data owned by SemlyPro are and remain the property of SemlyPro and its licensors. Nothing in these Terms transfers ownership of SemlyPro IP to you.

10.2. Third-party IP in Content. AI-generated Content may inadvertently include material that resembles or reproduces third-party copyrighted works. SemlyPro does not warrant that Content is free from third-party IP claims. You are responsible for reviewing Content for potential IP issues before publication.

10.3. Feedback. If you provide feedback, ideas, or suggestions about the Service, you grant SemlyPro a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, and commercialise that feedback without obligation to you.

10.4. Notice-and-action for IP and illegal content (DSA-aligned). If you believe Content generated through the Service or hosted on our systems infringes your intellectual property or is illegal, you may submit a notice to anil@semlypro.com including (a) a description of the work claimed to be infringed or the allegedly illegal content; (b) the URL or identifier of the allegedly infringing Content; © your contact information; (d) a statement confirming your good-faith belief that the information and allegations in the notice are accurate and complete; and (e) for illegal-content notices, a statement of the basis on which you believe the content is illegal. We will process notices in accordance with Article 16 of the Digital Services Act (Regulation (EU) 2022/2065) and the Dutch implementing law. A fuller procedure is set out in our IP & Illegal Content Takedown Policy at semlypro.com/legal/takedown.

10.5. Online Safety Act 2023 (UK). SemlyPro’s assessment is that the Service is not a “user-to-user” service under the UK Online Safety Act 2023, because Content generated through the Service is delivered to the Customer and published to the Customer’s own external destinations rather than shared and encountered between SemlyPro’s users, and because the internal-business-service position applies. If SemlyPro later introduces any public feature that allows content uploaded by one user to be encountered by other users, SemlyPro will carry out the illegal-content risk assessment and safety duties the Online Safety Act 2023 requires.

11. Warranty disclaimers — READ CAREFULLY

11.1. “As is” basis. To the maximum extent permitted by applicable law, the Service, all Content generated through it, and all outputs, recommendations, and data provided by the Service are provided “as is” and “as available”, without any warranties of any kind, whether express, implied, statutory, or otherwise.

11.2. No warranty of accuracy, completeness, or fitness. SemlyPro does not warrant that: (a) the Service will be uninterrupted, error-free, secure, or free from viruses or other harmful components; (b) the Service will meet your specific requirements or produce specific business results; © any Content generated through the Service will be accurate, complete, up-to-date, non-infringing, or fit for any particular purpose; (d) any keyword recommendation, competitor analysis, brief, article, audit, ranking, traffic estimate, AI-citation score, or other output is correct or will produce a particular commercial outcome; (e) the Service, or any Content generated through it, will result in any specific position on any search engine, any specific level of organic traffic, any specific number or share of AI citations, or any specific commercial outcome; (f) any AI-generated Content will be free of hallucinations, biases, inaccuracies, or fabrications; (g) any Third-Party Service will remain available, unchanged, or performant.

11.3. No professional advice. The Service does not provide legal, financial, medical, tax, or other professional advice. Any information produced through the Service is for general informational purposes only. You should consult a qualified professional before acting on any such information.

11.4. No SLA for lower tiers. Except where an SLA is expressly agreed in a separate written enterprise agreement or Managed-plan order form signed by both parties, SemlyPro does not commit to any specific uptime, availability, response time, or performance level for the Service.

11.5. Mandatory statutory warranties preserved. Nothing in this clause 11 excludes or limits any statutory warranty, guarantee, or remedy that cannot be excluded or limited under applicable mandatory law, including: (a) for EU/Dutch Consumers, the conformity rights for paid digital content and services under Directive (EU) 2019/770 and Directive (EU) 2019/771 as implemented in the Dutch Civil Code (including BW article 7:50 and related provisions); (b) for UK Consumers, the statutory rights under the Consumer Rights Act 2015 (including that services are performed with reasonable care and skill (s.49) and that digital content is of satisfactory quality (s.34), fit for purpose (s.35), and as described (s.36)); and © for India Consumers, the rights under the Consumer Protection Act, 2019. For UK Business Customers, any exclusion or limitation in this clause 11 is subject to the reasonableness test under the Unfair Contract Terms Act 1977.

12. Limitation of liability

12.1. Excluded damages. To the maximum extent permitted by applicable law, SemlyPro will not be liable to you for: (a) any indirect, incidental, special, consequential, exemplary, or punitive damages; (b) any loss of profits, revenue, goodwill, business, contracts, opportunities, or anticipated savings; © any loss of, damage to, or corruption of data, or the cost of restoring data; (d) any loss arising from a search engine’s or AI Search Engine’s algorithm change, manual action, penalty, ranking loss, indexing decision, or citation behaviour; (e) any loss arising from a Third-Party Service’s action or inaction, including a CMS’s suspension of your account, an AI Provider’s model behaviour or change, or the unavailability of any Third-Party Service; (f) any loss arising from AI hallucination, fabrication, bias, or other AI-model behaviour in Content you published without adequate human verification; (g) any loss arising from a regulatory action (including from a data-protection authority, a financial services regulator, a medical device regulator, or another sector regulator) against you as publisher of Content generated through the Service.

12.2. Aggregate cap. To the maximum extent permitted by applicable law, SemlyPro’s total aggregate liability arising out of or in connection with the Service or these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the greater of: (a) the total fees paid by you to SemlyPro in the twelve (12) months preceding the event giving rise to the claim; or (b) one hundred Euros (EUR 100). This cap is drafted to bind the current entity named in clause 1.1 and to carry over to Semly Pro B.V. on incorporation (clause 1.3).

12.3. Non-excludable liability. Nothing in these Terms excludes or limits SemlyPro’s liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; © our own intent or deliberate/conscious recklessness (opzet of bewuste roekeloosheid), including gross negligence and wilful misconduct; or (d) any other liability that cannot lawfully be excluded or limited (including, for UK Consumers, liability that cannot be excluded under the Consumer Rights Act 2015, and, for UK Business Customers, liability for negligence that cannot be excluded under the Unfair Contract Terms Act 1977).

12.4. Basis of the bargain. You acknowledge that the pricing of the Service reflects the allocation of risk in this clause 12 and that we would not provide the Service to Business Customers on these terms without these limitations.

12.5. Consumers. If you are a Consumer, clause 12.2 does not limit our liability below the amount required by the mandatory consumer-protection law of your country of habitual residence, and the EUR 100 floor does not operate to reduce a remedy that such law guarantees. For a paying Consumer, our liability for breach is that provided by the applicable mandatory consumer-protection law; the caps and exclusions in this clause 12 apply only so far as that law permits. The EUR 100 fixed figure is intended principally for non-paying users of any free feature.

12.6. Enforceability and severance. Each exclusion and limitation in clauses 11 and 12 operates as a separate provision. If any one exclusion or limitation is held unenforceable (including as unreasonable under the Unfair Contract Terms Act 1977 for a UK Business Customer, or as unfair against a Consumer), the remaining exclusions and limitations continue to apply to the maximum extent permitted by law.

13. Indemnification by you

13.1. Indemnity. You will defend, indemnify, and hold harmless SemlyPro, its owner (Surya Pillai), its co-founder Anil Varma, its personnel, contractors and agents, and — upon incorporation — Semly Pro B.V. and its officers, directors, employees and affiliates (together, the “SemlyPro Indemnified Parties”) from and against any and all third-party claims, demands, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms or the AUP; (b) your use of the Service in violation of applicable law, including violation of a search engine’s guidelines, a CMS platform’s terms, data-protection law, consumer-protection law, or intellectual-property law; © your Customer Materials or your use of Content, including any claim by a third party that Content you published defames them, misrepresents them, misappropriates their likeness, infringes their intellectual property, contains false statements about them, incorrectly attributes statements to them, or falsely represents your products or services; (d) any dispute between you and a third party (including a search engine, a CMS platform, an end-client of yours, a data subject/Data Principal, or a regulator) that arises out of or in connection with your use of the Service; (e) any tax, penalty, or other liability that arises in connection with a manual action, algorithmic penalty, or other adverse action taken by a search engine, AI Search Engine, or Third-Party Service against a domain or account you operate or control; (f) any AI hallucination, fabrication, bias, or inaccuracy in Content you published without adequate human verification; (g) any regulatory action against you as publisher of Content generated through the Service, including but not limited to action under the EU AI Act (Regulation (EU) 2024/1689), the Digital Services Act (Regulation (EU) 2022/2065), the GDPR, the Regulation on the transparency and targeting of political advertising (Regulation (EU) 2024/900), or any equivalent Dutch, UK, Indian, or third-country law; (h) your violation of the EU AI Act, including but not limited to the prohibited practices in Article 5, the transparency obligations in Article 50, or the high-risk use categories in Annex III, in each case as it applies to you as a deployer or as a rebranded provider of Content.

13.2. Third-party stipulation. The benefit of the indemnity in clause 13.1, and of the warranty disclaimers in clause 11 and the liability limitations in clause 12, is stipulated for each of the SemlyPro Indemnified Parties as an irrevocable third-party stipulation (derdenbeding) under Dutch Civil Code article 6:253, such that each of them may invoke those provisions directly. You will not bring, and you waive, any direct claim against any SemlyPro Indemnified Party (including any individual owner, contractor, or member of personnel) arising out of or in connection with the Service that these Terms would exclude or limit if brought against SemlyPro, save for any liability that cannot lawfully be excluded and save for the mandatory rights of a Consumer.

13.3. Process. SemlyPro will notify you promptly of any claim subject to indemnification. SemlyPro may participate in the defence at its own expense and, where our reputation or IP is at stake, may assume control of the defence. You may not settle any claim in a manner that admits liability or imposes obligations on any SemlyPro Indemnified Party without SemlyPro’s prior written consent. This clause 13 does not apply to Consumers except to the extent a Consumer’s own wrongful act causes a third-party claim and the law permits recovery.

14. Service availability and Beta Features

14.1. No availability commitment for standard plans. Except as expressly stated in a separate enterprise agreement or Managed-plan order form, SemlyPro does not commit to any specific uptime, availability, or performance level. The Service may be unavailable at any time due to maintenance, upgrades, security response, or Third-Party Service failure.

14.2. Planned maintenance. We will use commercially reasonable efforts to notify Customers of planned maintenance in advance. We may perform emergency maintenance without notice.

14.3. Beta Features. From time to time we may make Beta Features available. Beta Features are provided “as is,” may be modified or removed at any time without notice, and are not covered by any warranty or SLA. Use of Beta Features may generate additional risks (including data loss, unexpected billing, or interaction with other features). You use Beta Features at your own risk. Feedback on Beta Features is governed by clause 10.3.

15. Confidentiality

15.1. Definition. “Confidential Information” means any non-public information of a party that a reasonable person would understand to be confidential, whether marked confidential or not. It includes SemlyPro’s roadmap, pricing negotiations, technology, prompts, model tuning, and evaluations, and it includes your business, brand, competitor, and Customer Materials data provided to the Service.

15.2. Obligations. Each party will (a) use the other’s Confidential Information only to perform under these Terms; (b) protect it with the same degree of care as it uses for its own similar information (and no less than reasonable care); and © not disclose it to any third party except (i) to its personnel, contractors, and sub-processors on a need-to-know basis under written confidentiality obligations, (ii) as required by law, or (iii) with the other party’s prior written consent.

15.3. Exceptions. Confidential Information does not include information that (a) is or becomes publicly known through no fault of the receiving party; (b) was known to the receiving party before disclosure without a confidentiality obligation; © is independently developed by the receiving party without use of the other’s Confidential Information; or (d) is rightfully received from a third party without a confidentiality obligation.

15.4. Survival. These confidentiality obligations survive termination for five (5) years, or, for trade secrets, for as long as the information remains a trade secret.

16. Data protection

16.1. Roles. In relation to personal data processed through the Service: (a) SemlyPro is the data controller (and, for India, a Data Fiduciary) with respect to personal data we collect about you as our Customer for account, billing, security, and product-improvement purposes (see Privacy Policy). (b) Where you upload personal data of third parties (for example end-users or customers whose profile data you submit, or data obtained through Connected Data Sources) as Customer Materials, you are the data controller (or, for India, the Data Fiduciary) and SemlyPro is a data processor. Our processing on your behalf is governed by the DPA, which is incorporated into these Terms by reference and takes effect automatically for any Customer who uploads or authorises access to personal data of third parties.

16.2. International transfers. Where personal data is transferred outside the European Economic Area, we rely on Standard Contractual Clauses, adequacy decisions (including the EU–US Data Privacy Framework where applicable), or other lawful transfer mechanisms. Where UK personal data is transferred outside the United Kingdom, we rely on the UK International Data Transfer Agreement (IDTA) or the UK Addendum to the EU Standard Contractual Clauses, and the UK Extension to the EU–US Data Privacy Framework (the “UK–US Data Bridge”) where applicable. Where personal data is transferred into or out of India, we rely on the transfer mechanisms permitted under the Digital Personal Data Protection Act, 2023 (transfers are permitted except to any country the Indian Government restricts). Details are set out in the Privacy Policy and DPA.

16.3. Sub-processors. A current list of sub-processors is maintained at semlypro.com/subprocessors. We will notify Customers of new sub-processors with reasonable advance notice, and you may object on legitimate grounds in accordance with the DPA.

16.4. India — DPDP Act 2023. SemlyPro processes personal data of individuals in India (“Data Principals”) in connection with offering the Service, and is therefore subject to the Digital Personal Data Protection Act, 2023 (the “DPDP Act”) on an extraterritorial basis. Where SemlyPro determines the purposes and means of processing, it acts as a Data Fiduciary; where it processes on a Customer’s behalf, it acts as a Data Processor for that Customer (who is the Data Fiduciary). SemlyPro will provide itemised notice and obtain consent (or rely on another lawful basis) as the DPDP Act requires; will facilitate Data Principal rights (access, correction, completion, updating, erasure, grievance redressal, and nomination); treats children as persons under 18, for whom verifiable parental/guardian consent is required and to whom SemlyPro does not direct tracking or targeted advertising; and, in the event of a personal-data breach, will notify the Data Protection Board of India and affected Data Principals as required. You can contact our Grievance Officer at anil@semlypro.com, who responds within the applicable statutory timelines. Fuller detail is set out in the India Privacy & Grievance Addendum (semlypro.com/india, to be published). The substantive Data Fiduciary obligations of the DPDP Act and the Digital Personal Data Protection Rules, 2025 (notified 14 November 2025) phase in, with the principal obligations expected to become operative in 2027; SemlyPro is building to that timeline.

16.5. UK data-protection compliance. To the extent SemlyPro is caught by the UK GDPR (as amended by the Data (Use and Access) Act 2025) through offering the Service to, or monitoring, individuals in the United Kingdom, SemlyPro will (a) appoint a UK representative under Article 27 UK GDPR unless its UK processing is only occasional and low-risk, and (b) register with, and pay the annual data-protection fee to, the Information Commissioner’s Office where required under the Data Protection (Charges and Information) Regulations 2018.

17. Security and incident response

17.1. Security measures. SemlyPro maintains technical and organisational measures appropriate to the risk, as further described in the Privacy Policy. We do not warrant that these measures will prevent all security incidents.

17.2. Incident notification. We will notify you without undue delay of any security incident that affects your Customer Materials or Content and is likely to result in a risk to your rights, in accordance with Article 33 of GDPR (and, for India, the breach-notification requirements of the DPDP Act) and any obligations under the DPA. Notification is not an admission of liability.

17.3. No unauthorised testing. You must not perform, and must not permit any third party to perform, penetration testing, vulnerability scanning, or any other security assessment of the Service without our prior written consent. Report suspected vulnerabilities to anil@semlypro.com; we operate a coordinated vulnerability disclosure process.

17.4. Cooperation. You will cooperate reasonably with any investigation of a security incident, including by providing access to your logs and configuration where necessary and permissible.

18. Term, suspension, and termination

18.1. Term. These Terms take effect when you accept them and continue until terminated in accordance with this clause 18.

18.2. Termination by you. You may terminate your subscription at any time by cancelling through your account settings or by contacting anil@semlypro.com. Termination stops future renewals; it does not entitle you to a refund of fees for the current billing cycle except as required by law (including the Consumer rights in clauses 4.7, 4.8, and 4.11) or expressly provided in these Terms.

18.3. Termination by SemlyPro. We may suspend or terminate your access to the Service immediately, with or without notice, if: (a) you breach these Terms, the AUP, the Privacy Policy, or the DPA; (b) you fail to pay fees when due; © we determine, in good faith and on reasonable grounds, that continued provision of the Service to you creates legal, security, or reputational risk; (d) you become insolvent, enter bankruptcy or similar proceedings, or cease to do business; (e) a required Third-Party Service becomes unavailable to SemlyPro and cannot be reasonably replaced; (f) an AI Provider directs us to suspend your account, or your account fails sanctions screening; (g) a competent authority orders us to suspend you. For Consumers, we will act proportionately, give the notice the law requires, and confine any suspension or termination to what is necessary and lawful.

18.4. Effect of termination. Upon termination: (a) your right to access the Service ends; (b) we will retain your Customer Materials and Content in a state that allows export for thirty (30) days (the “standard export window”), unless a signed Enterprise MSA specifies a longer window (currently ninety (90) days for enterprise/MSA customers), and unless termination was for cause under clause 18.3(a), ©, (f), or (g), in which case retention may be shorter or immediate deletion may occur; © after the applicable export window we may delete Customer Materials and Content, and residual copies in backups are purged within ninety (90) days, subject to any legal-retention obligations (including retention of billing/tax records for seven (7) years under Dutch law); (d) the following survive termination: any accrued rights and obligations, including your payment obligations, and clauses 6 (Customer Materials and Content ownership, including the warranties and access provisions), 10 (Intellectual property, including the feedback licence in 10.3), 11 (warranty disclaimers), 12 (limitation of liability), 13 (indemnification, including the third-party stipulation in 13.2), 15 (confidentiality), 16 (data protection), 22 (governing law and dispute resolution), 23 (miscellaneous), and any other provision that by its nature should survive. This clause 18.4 is aligned with, and cross-references, Privacy Policy section 8, DPA clause 12, and any applicable MSA.

18.5. Data export. You may export your Customer Materials and Content at any time during the subscription and during the applicable export window after termination, using the export tools available in the Service. If those tools do not meet your needs, contact anil@semlypro.com for reasonable assistance. Custom or bulk export requests may be subject to a reasonable fee, save where a mandatory data-portability right (including under the GDPR, UK GDPR, or DPDP Act) applies.

19. Force majeure

Neither party will be liable for any delay or failure to perform (except for payment obligations) to the extent caused by circumstances beyond that party’s reasonable control, including natural disasters, war, terrorism, civil unrest, government action, epidemic, labour dispute, outage or termination of a Third-Party Service, failure of an internet backbone or cloud provider, failure or unavailability of an AI Provider, or a regulator-mandated cessation of a particular processing activity.

20. Modifications to the Service and the Terms

20.1. Service changes. We may add, modify, or discontinue features of the Service at any time. We will provide reasonable prior notice of material changes that adversely affect a paid feature you rely on.

20.2. Terms updates. We may modify these Terms from time to time. We will notify Customers of material changes by email or in-product notice at least thirty (30) days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, your sole remedy is to terminate your subscription before the effective date. For Consumers, where a change would materially disadvantage you (including a price increase), you may terminate without penalty before it takes effect, and mandatory notice requirements under applicable consumer-subscription law (including, for the UK, the Digital Markets, Competition and Consumers Act 2024 once in force) are preserved.

21. Notices and communications

21.1. Notices to SemlyPro. Formal legal notices to SemlyPro must be sent to anil@semlypro.com, with a copy to the postal address in clause 1.1. General account or billing notices may be sent to anil@semlypro.com. Serious security or AI incidents must be reported to anil@semlypro.com (see clauses 8A.5 and 17.3). Notices to you may be sent to the email address on your account.

21.2. Service and transactional communications. By holding an account, you agree to receive service, transactional, security, and administrative communications relating to the Service (for example billing notices, security alerts, incident notifications, and changes to these Terms). These communications are part of the Service and cannot be opted out of while your account is active.

21.3. Marketing communications. We send marketing communications only with the consent or on the lawful basis required by applicable law, and you may unsubscribe from them at any time. The detail of how we handle marketing consent and opt-out (including under the UK Privacy and Electronic Communications Regulations 2003 and the India DPDP Act 2023) is set out in the Privacy Policy.

22. Governing law and dispute resolution

22.1. Governing law. These Terms are governed by the laws of the Netherlands, excluding conflict-of-laws principles and the UN Convention on Contracts for the International Sale of Goods.

22.2. EU consumer choice. If you are an EU Consumer, this choice of law does not deprive you of the protection of the mandatory laws of the country in which you have your habitual residence.

22.3. Courts. The courts of Amsterdam, the Netherlands have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, save that (a) EU Consumers may bring proceedings in the courts of the member state where they are habitually resident; (b) UK Consumers may bring proceedings in the UK courts (see clause 22.6); © India Consumers may bring proceedings in the forum permitted by Indian law (see clause 22.7); and (d) SemlyPro may bring proceedings in any court of competent jurisdiction to seek injunctive relief in connection with intellectual-property, security, or confidentiality breaches.

22.4. Individual basis only. For Business Customers, all disputes must be resolved on an individual basis. To the maximum extent permitted by applicable law, you and SemlyPro waive any right to bring or participate in class, collective, representative, or consolidated actions. This clause 22.4 does not apply to EU, UK, or India Consumers to the extent it conflicts with their mandatory statutory rights (including under Directive (EU) 2020/1828 on representative actions).

22.5. Consumer complaints and alternative dispute resolution. SemlyPro handles consumer complaints directly; please contact anil@semlypro.com (and, for India, anil@semlypro.com). The EU Online Dispute Resolution platform was discontinued on 20 July 2025 and is no longer available.

22.6. UK consumers. If you are a UK Consumer, the choice of Dutch law in clause 22.1 does not deprive you of the protection of the mandatory provisions of UK consumer law, including the unfair-terms regime in Part 2 of the Consumer Rights Act 2015 which applies (per s.74 CRA 2015) where the contract has a close connection with the United Kingdom. UK Consumers may bring proceedings in the courts of the United Kingdom, and the class/collective-action waiver in clause 22.4 does not apply to UK Consumers to the extent it conflicts with their statutory rights.

22.7. India consumers. If you are an India Consumer, nothing in this clause 22 deprives you of the mandatory protections of the Consumer Protection Act, 2019 and the Consumer Protection (E-Commerce) Rules, 2020. You may bring proceedings in the consumer forum permitted by that Act (including where you ordinarily reside or work), notwithstanding clauses 22.1 and 22.3, and may raise grievances with the Grievance Officer at anil@semlypro.com (see clause 16.4).

23. Miscellaneous

23.1. Entire agreement. These Terms, together with the AUP, the Privacy Policy, the DPA, the India Addendum (where applicable), and any order form or MSA, constitute the entire agreement between the parties and supersede all prior agreements on the same subject. Where a signed MSA applies, its order of precedence governs any conflict for that Customer.

23.2. Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in effect. The invalid provision will be replaced by a valid provision that most closely reflects the original intent.

23.3. No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

23.4. Assignment and succession. You may not assign these Terms without SemlyPro’s prior written consent. SemlyPro may assign, transfer, or novate these Terms to a successor entity in a merger, acquisition, reorganisation, or incorporation, including to Semly Pro B.V. upon its incorporation (see clause 1.3); such assignment or novation does not require your further consent, and on the effective date references to “SemlyPro” are read as references to the successor entity. Where you are a Consumer, any such transfer will not reduce your rights under these Terms or applicable law.

23.5. Relationship. The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

23.6. Language. These Terms are prepared in English. Any Dutch translation is provided for convenience; the English version prevails in the event of conflict, save that a Consumer may rely on any translation officially provided to that Consumer where mandatory law so requires.

23.7. Contact. For questions about these Terms: anil@semlypro.com (general enquiries: anil@semlypro.com; India grievances: anil@semlypro.com).

Last updated 13 July 2026 · Operated by Semly Pro (eenmanszaak), KvK 99448351, Hawaiiweg 41, 1339 NW Almere, Netherlands · Questions about this document: anil@semlypro.com

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