Public Offer and Terms of Service "KleoGEO"

Edition {{EFFECTIVE_DATE}}, version 1.0.0. Service: https://kleogeo.ru.

1. Parties and definitions#

1.1. {{COMPANY_NAME}}, OGRN {{OGRN}}, INN {{INN}}, address {{LEGAL_ADDRESS}} (the Provider), publishes this document as a public offer (Arts. 435, 437 Civil Code of the Russian Federation) to any legal entity or individual entrepreneur (the Customer) to enter into an agreement on the terms below. Provider details are on the "Requisites and contacts" page (/legal/requisites).

1.2. Service means the "KleoGEO" system at https://kleogeo.ru, which regularly asks questions to AI assistants and AI search services, stores their answers, and calculates visibility metrics for the Customer's brands and their competitors.

1.3. User means an employee or representative of the Customer given access to the Service. Customer Content means everything the Customer and its Users enter into the Service: project names, brands, domains, brand facts, questions, settings. Results means third-party AI answers, metrics, reports and recommendations produced by the Service from Customer Content. Third-Party AI Service means a model or search service of a third party queried by the Service (see /legal/subprocessors).

1.4. The agreement consists of: this offer; the Acceptable Use Policy; the Cancellation and Refund Policy; the Data Processing Agreement; the Subprocessor list; the pricing page {{TARIFF_URL}}. The Privacy Policy, Consent and Cookie Policy are not part of the agreement and are published for information.

2. Businesses only (B2B)#

2.1. The Service is for legal entities and individual entrepreneurs acting for professional purposes only. It is not offered to consumers. A natural person without entrepreneur status may not accept this offer.

2.2. By accepting, the person confirms: (a) they are at least 18; (b) they are authorised to act for the Customer; (c) the Customer is an organisation, entrepreneur or other person acting for professional purposes and is not located in a country or territory listed in clause 18.2; (d) the Customer is not acting as a consumer.

2.3. The Provider may refuse registration or block access if these statements are untrue.

3. Subject matter#

3.1. The Provider grants the Customer access to the Service over the Internet within the chosen plan for the paid (including trial) period; the Customer complies with the agreement and pays.

3.2. The Customer receives a simple (non-exclusive), non-transferable right to use the Service via web interface and API for its intended purpose during the access period. No software is delivered; source and object code, design, databases and algorithms remain with the Provider (Arts. 1225, 1286 Civil Code). Characterisation of the contract (services vs. licence) is a question for the lawyer.

3.3. The Customer may not transfer, sublease or resell access or API keys (except the Agency plan, where the Customer serves its own clients within the paid number of projects), decompile or copy the Service, or bypass technical limits (see AUP).

4. Acceptance#

4.1. Acceptance is any of: (a) registration ticking "I accept the offer"; (b) accepting an invitation to the Customer's workspace with the same tick; (c) paying for a plan. The agreement is concluded at the first of these (Art. 438 Civil Code). It is an adhesion contract (Art. 428).

4.2. The box is ticked by the user; none is pre-ticked. The Provider records the document version, date, time, IP address and account.

4.3. At a corporate Customer's request, the agreement may be executed as a single signed document (including for Enterprise). Its terms prevail over this offer.

5. Trial#

5.1. A new Customer gets a free trial of {{TRIAL_DAYS}} (default 14) calendar days from registration, with no payment method required. One trial per legal entity or entrepreneur.

5.2. Trial limits are in clause 6.2. After the trial without payment, measurement runs stop; read-only access to collected data remains for the period in clause 15.3.

5.3. The trial is provided "as is" with no availability guarantee; the Provider may end it for AUP violations.

6. Plans and limits#

6.1. Current plans, prices, periods (month/year) and contents are on {{TARIFF_URL}}. Prices are in roubles; tax treatment: {{VAT_NOTE}}.

6.2. Limits as of this version (the pricing page prevails on discrepancy, but not to the detriment of an already paid period):

6.3. When a limit is exceeded the action is blocked (error code plan_limit_exceeded). The Customer may switch plans.

6.4. A "token" is a unit of text volume processed by an AI model, as counted by the Service and shown in the dashboard.

6.5. The Provider may change plans and limits under section 17; the price of an already paid period does not change.

7. Payment#

7.1. Payment is in advance for a period (month or year) by bank card, SBP (Fast Payment System) or invoice (bank transfer; Enterprise by invoice only). Card details are entered on the payment provider's page; the Provider neither receives nor stores them (see /legal/subprocessors).

7.2. Payment is made when funds reach the Provider (for bank transfer, its account). The "paid" status is determined from the payment provider's data, not from the user's return to the site.

7.3. Fiscal receipts for card/SBP payments (Federal Law 54-FZ) go to the email given by the Customer. For invoices, invoices and acts are issued; closing documents are exchanged by {{EDO_METHOD}}.

7.4. Agency plan: price = per-client price × number of clients (projects) chosen. Adding clients is charged pro rata for the rest of the period.

7.5. Plan change: an upgrade takes effect immediately with a pro-rata surcharge for the remaining paid period; a downgrade takes effect from the next period.

7.6. Non-payment: after a failed charge the subscription becomes "past due"; the Provider retries after 1, 3 and 7 days; after the fourth failure the subscription is cancelled and runs stop. Data retention follows clause 15.3.

8. Automatic renewal (recurring payments)#

8.1. Card/SBP subscriptions renew automatically for the same period and plan. The Customer consents by a separate, unticked-by-default checkbox at checkout ("I agree to automatic charges of {{amount}} every {{period}}, next on {{date}}; I can cancel at any time under Billing").

8.2. The Provider emails the Customer about an upcoming charge at least {{RENEWAL_NOTICE_DAYS}} days before (default 3; 7 for annual), and in any case at least 24 hours before, stating the amount and how to cancel.

8.3. The Customer may at any time: (a) turn off auto-renewal with one action under Billing ("Cancel subscription"); the plan stays active until the end of the paid period; (b) remove the saved payment method there; charges to it then stop. The Provider does not charge saved credentials after cancellation or removal.

8.4. These rights are granted to all Customers, although consumer-law subscription rules apply only to consumers, and the Service is not offered to consumers.

8.5. Refunds: see the Cancellation and Refund Policy.

9. Acceptable use#

9.1. The Customer must follow the Acceptable Use Policy. Violation allows suspension (section 15).

9.2. The Customer must not enter personal data of individuals (other than business contact data of its Users) into questions, facts or other Service content, or any content prohibited by the AUP. If it does, section 12 and the DPA apply.

10. AI outputs and metrics: limitations#

10.1. Answers of Third-Party AI Services are not statements of the Provider. The Provider does not create them, does not verify them, and is not responsible for their accuracy, completeness, lawfulness or ethics. They may contain errors, fabrications and information about third parties.

10.2. Metrics are statistical estimates. Mention share and other metrics are computed from a finite set of measurements (questions × repeats × measurement points) and shown with a 95% confidence interval (Wilson). They estimate the behaviour of a specific model at the time and under the conditions of the query, not a guarantee that the assistant will answer the same way to real buyers. Results depend on model versions and question wording outside the Provider's control.

10.3. Recommendations are informational and do not guarantee better visibility, sales or any result. The Provider does not guarantee the behaviour of AI services.

10.4. Availability of Third-Party AI Services is outside the Provider's control; outages, API or terms changes and regional restrictions may make a measurement point temporarily or permanently unavailable. The Provider may replace or disable a measurement point while keeping the remaining functions; this is not a breach.

10.5. Names of models, services and brands are used for information and belong to their owners. The Provider is not affiliated with or endorsed by them unless stated otherwise.

10.6. The Customer is responsible for public use of Results (publishing reports, statements about competitors, advertising, protection of business reputation), including when passing reports to its own clients. The Customer complies with Third-Party AI Service terms applicable to the use of their output (including the GigaChat acceptable-use policy as passed on to the Customer); Results must not be used to train competing AI models.

10.7. AI-generated texts in the Service are labelled as AI-generated.

11. Customer data and rights#

11.1. Rights to Customer Content remain with the Customer. The Customer grants the Provider a non-exclusive right to use Customer Content as needed to provide the service (storage, sending to Third-Party AI Services as questions, analysis, display to the Customer) for the term of the agreement and the retention period in section 15.

11.2. The Customer warrants that it may enter Customer Content and that it does not infringe third-party rights.

11.3. Rights to Results: the Provider claims no exclusive rights in reports, metrics and recommendations generated for the Customer, and the Customer may use them in its business (subject to Third-Party AI Service terms and third-party rights in quoted material). Rights in the Service software, structure and calculation methodology, and interface remain with the Provider. {{AI_OUTPUT_RIGHTS_NOTE}}

11.4. The Provider may use de-identified aggregated usage data (no Customer Content and no personal data) to improve the Service and for statistics. Customer data is not used to train AI models.

11.5. The Provider may list the Customer's name as a client only with its written consent.

12. Personal data#

12.1. Account data of Users (email, role, language, technical sign-in data) is processed by the Provider as controller/operator under the Privacy Policy and the Consent given by each User separately.

12.2. If Customer Content or raw AI answers contain personal data, the Provider processes it as processor on the instruction of the Customer (the operator) under the DPA.

12.3. The Customer warrants that it may pass invited Users' emails to the Provider and has given them links to the Policy and Consent.

12.4. All stores of personal data of Russian citizens are located in the Russian Federation; recipients are listed at /legal/subprocessors.

13. Confidentiality#

13.1. Neither party discloses the other's confidential information (Customer Content, unpublished Results, commercial and technical terms, access credentials) to third parties. Exceptions: information that became public without breach; disclosure required by law or court (with notice where permitted); disclosure to subprocessors bound by confidentiality, as necessary for the service.

13.2. The obligation lasts during the agreement and {{CONFIDENTIALITY_YEARS}} years (default 3) after its end.

14. Liability#

14.1. Parties are liable under Russian law. The Provider compensates actual damage only; lost profit, indirect loss, reputational damage, and data loss caused by the Customer's actions are excluded unless mandatory law provides otherwise.

14.2. The Provider's aggregate liability is capped at the amount paid by the Customer in the last {{LIABILITY_CAP_MONTHS}} months (default 12) before the event, and no more than RUB {{LIABILITY_CAP_MAX_RUB}}. The cap does not apply to wilful breach or where law prohibits a cap.

14.3. The Provider is not liable for: content or accuracy of Third-Party AI answers; outages of Third-Party AI Services, payment providers, hosting or carriers; actions of Customer Users; the Customer's use of Results; outcomes of applying recommendations.

14.4. Availability targets and SLA for Enterprise are set in a separate agreement; other plans are provided "as is" with reasonable efforts to keep the Service running. Planned maintenance is announced in advance where possible.

15. Term, termination, deletion and export#

15.1. The agreement lasts from acceptance until terminated. The Customer may terminate at any time by cancelling the subscription and/or deleting the workspace (Settings → Delete workspace, confirmed by typing the name). Cancellation takes effect at the end of the paid period; refunds per the Cancellation and Refund Policy.

15.2. The Provider may suspend access or terminate unilaterally on notice by email: for AUP violation, breach of sanctions statements (section 18), non-payment, or as required by law or authorities. If the breach is curable, the Provider warns before suspension, except in case of security or legality risk.

15.3. Retention after end: after the paid (or trial) period ends, Customer data is kept {{RETENTION_AFTER_END_DAYS}} days (default 90) for reactivation and export, then deleted. The Customer may request earlier deletion. On workspace deletion, the Service deletes data from working databases, S3, ClickHouse and OpenSearch; from backups it disappears upon scheduled rotation (up to {{BACKUP_DAYS}} days, default 30). Exceptions: payment and accounting documents (statutory period, tentatively 5 years), consent-log records and a de-identified deletion trace. See the Privacy Policy for periods.

15.4. Export: before the period in 15.3 ends, the Customer may obtain its data in machine-readable form (JSON/Parquet) via the export function, and until it is available, on request to support@kleogeo.ru (within {{EXPORT_DAYS}} business days). [To implement before launch: self-service export.]

16. Force majeure#

16.1. Parties are released from liability for non-performance caused by force majeure (Art. 401 Civil Code), including natural disasters, hostilities, acts of authorities, mass network and infrastructure failures, access restrictions, and sanctions and blocking affecting Third-Party AI Services.

16.2. A party notifies the other within a reasonable time. If such circumstances last over 60 days, either party may terminate; the unused part of the payment is refunded pro rata.

17. Changes to the terms#

17.1. The Provider may amend the offer and annexes. The new edition is published on the site with version and date; an archive of versions is available.

17.2. For material changes (worsening the Customer's position: price increase, reduced limits, changed liability or personal-data processing) the Provider notifies by email and in the interface at least {{NOTICE_CHANGES_DAYS}} days (default 30) before they take effect, and the Service asks for re-acceptance. The Customer may terminate before the effective date and get a refund for the unused paid period under 15.1.

17.3. Continued use after the effective date and/or re-acceptance means agreement. Non-material edits (typos, clarifications) take effect on publication; the version changes.

18. Sanctions and export control#

18.1. The Customer represents and warrants that: (a) neither it, its beneficial owners nor its officers are on EU, US, UK, UN or other applicable sanctions lists or controlled by such persons; (b) it does not use the Service for such persons; (c) use of the Service does not violate applicable export-control law.

18.2. The Service is not provided to persons located, registered or ordinarily resident in countries and territories subject to comprehensive sanctions or embargo (at this version: {{RESTRICTED_COUNTRIES}}; the list is set by the Provider under applicable sanctions regimes and published on the site), or to persons on sanctions lists. Users must not access the Service from such jurisdictions. Registration and payment from them may be blocked.

18.3. The Provider may request supporting information and suspend access if it suspects a breach of this section.

19. Governing law and disputes#

19.1. Russian law applies.

19.2. A written claim is mandatory before going to court. The response period is 30 calendar days from receipt. Claims go to legal@kleogeo.ru and to {{LEGAL_ADDRESS}}.

19.3. Unresolved disputes are decided by the arbitrazh court at the Provider's location: {{ARBITRATION_COURT}}.

20. Miscellaneous#

20.1. Legally significant notices go to the email given at registration and to legal@kleogeo.ru; they are deemed received the next business day after sending.

20.2. Invalidity of one provision does not affect the others.

20.3. Rules for customers outside Russia are in section 21. The agreement is concluded and performed in Russian; translations are for information; the Russian version prevails.

20.4. Provider details: {{COMPANY_NAME}}, OGRN {{OGRN}}, INN {{INN}}, KPP {{KPP}}, {{LEGAL_ADDRESS}}, support@kleogeo.ru, {{PHONE}}.

21. Customers outside Russia (international terms)#

21.1. The Service is available to organisations and entrepreneurs from any country except those in clause 18.2. Section 21 applies to a Customer registered outside the Russian Federation (an international Customer); for Russian Customers sections 19 and the rest apply unchanged.

21.2. Governing law and venue for an international Customer: {{INTL_GOVERNING_LAW}} (governing law), {{INTL_VENUE}} (court or arbitration). [Owner's and lawyer's choice; without it, general private international law rules and Art. 1210 Civil Code apply.] The mandatory pre-claim procedure (clause 19.2) remains.

21.3. The international Customer complies with applicable export-control and sanctions law, does not use the Service for sanctioned persons, and does not allow Users from jurisdictions in clause 18.2. The Provider may refuse or suspend the service if providing it or accepting payment would breach applicable sanctions or require a licence it lacks, or if payment is impossible.

21.4. Prices, currency and payment method for international Customers: {{INTL_PRICING_NOTE}}. Taxes, duties and bank fees of the international Customer are for its account unless stated otherwise.

21.5. Personal-data processing under the Customer's local law (including GDPR, UK GDPR, CCPA/CPRA, Kazakh law) — see the addenda to the Policy and the DPA.

21.6. The Provider is located in Russia. The international Customer understands that data is stored and processed in Russia and is responsible for local requirements on transferring data to Russia and informing data subjects.

Notes for the lawyer (remove before publication)#

1. Owner's decision of 13.10.2026: global markets. docs/legal-audit.md recommended Russia-only; section 21, clauses 2.2 and 18.2 are adapted. Sanctions and payment feasibility for EU/US/UK customers need a sanctions lawyer.

See the Russian version, "Примечания для юриста": contract characterisation, consumer-subscription rules (secondary source only), AI-output rights under the new AI law (unverified), provider terms on resale/display of outputs, business decisions on liability cap, and features that must exist before launch (separate auto-renewal consent, payment-method removal, renewal notice, self-service export, signup checkboxes, version archive).