Terms Of Service
TERMS OF SERVICE
Effective Date: February 9, 2026
Last Updated: March 3, 2026
This Terms of Service Agreement ("Agreement") is a legally binding contract between შპს სიმპლერი (operating under the display name "Cerea"), a company registered in Georgia under identification code 405795331 ("Cerea," "we," "us," or "our"), and the entity or individual ("Client," "you," or "your") that accesses or uses the Service. By accessing or using the Service, the Client agrees to be bound by these terms.
Company Information:
Official Name: შპს სიმპლერი (Simpler)
Display Name: Cerea
Registered Address: Georgia, Tbilisi, Giorgi Brtskinvale Street, N 31, Apartment 90
Headquarters: Tamarashvili 13I, Tbilisi, Georgia
Website: https://cerea.ai
Contact: info@cerea.ai, +995 599 100 987
1. DEFINITIONS
1.1 "Service" means the AI customer service platform provided by Cerea, including AI chatbot assistants, integrations with messaging platforms (Facebook, Messenger, Instagram, WhatsApp, and website widgets), call center bot functionality, CRM connections, the client dashboard, and all related tools and features.
1.2 "Client" means the business entity or individual that subscribes to or uses the Service.
1.3 "End User" means any individual who communicates with the Client through the Service, including the Client's customers.
1.4 "Personal Data" means any information relating to an identified or identifiable natural person processed by Cerea on behalf of the Client.
1.5 "Data Subject" means the individual to whom Personal Data relates, including the Client's customers who interact with the Service.
1.6 "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to business plans, technical data, product information, pricing, customer lists, financial information, security measures, system architecture, and the terms of this Agreement.
1.7 "Applicable Data Protection Laws" means all laws and regulations relating to the processing of Personal Data that apply to the parties, including but not limited to data protection, privacy, and electronic communications laws in any relevant jurisdiction.
2. DESCRIPTION OF SERVICE
2.1 Cerea provides an AI-powered customer service platform that connects to Facebook, Messenger, Instagram, WhatsApp, and client websites. The platform integrates with the Client's CRM and internal systems, enabling the AI to retrieve information and perform actions through tool use capabilities.
2.2 The Service includes a call center bot that handles phone conversations, a unified dashboard for managing all customer conversations, analytics and performance tracking, and the ability to transfer conversations to human operators when needed.
2.3 Cerea offers two subscription tiers: Small Businesses ($399/month) and Enterprise (custom pricing). Features and support levels vary by tier.
3. ACCEPTANCE OF TERMS
3.1 By accessing, subscribing to, or using the Service, the Client acknowledges that it has read, understood, and agrees to be bound by this Agreement.
3.2 If the Client is entering into this Agreement on behalf of a business or organization, the individual accepting these terms represents that they have the authority to bind that entity.
3.3 If the Client does not agree to these terms, it must not access or use the Service.
4. ACCOUNT REGISTRATION AND SECURITY
4.1 The Client must provide accurate and complete information during registration and keep this information up to date.
4.2 The Client is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account.
4.3 The Client must notify Cerea immediately of any unauthorized use of its account or any other breach of security.
5. FEES AND PAYMENT
5.1 Cerea reserves the right to change pricing at any time. Price changes for existing clients shall take effect upon renewal.
5.2 Cerea will charge the Client's chosen payment method for any paid transactions, including any applicable taxes according to the tax jurisdiction in which the transaction takes place. If the Client pre-orders a Product or feature, the Client will be charged upfront and may request a refund for any reason until the content is delivered, after which the standard refund policy applies.
5.3 The Client agrees to receipt of all invoices and receipts in an electronic format, which includes email.
5.4 If technical problems prevent or unreasonably delay delivery of the Service, the Client's exclusive and sole remedy is either replacement of the Service or refund of the price paid, as determined by Cerea.
5.5 Consumer Right to Cancel. If the Client qualifies as a consumer under applicable law and unless the below exception applies, the Client has the right to cancel this Agreement within fourteen (14) days from the day after completion of the transaction without giving any reason. To meet the cancellation deadline, it is sufficient that the Client sends communication concerning the exercise of the cancellation right before the expiration of the 14-day period. To cancel, the Client must inform Cerea by contacting info@cerea.ai. For subscription services, the right to cancel is only present following the initial subscription and not upon each automatic renewal.
5.6 Effect of Cancellation. If the Client cancels this Agreement as permitted above, Cerea will reimburse all payments received from the Client without undue delay, and not later than fourteen (14) days after the day on which Cerea is informed of the decision to cancel. The reimbursement will be made using the same means of payment used for the initial transaction, and the Client will not incur any fees as a result of the reimbursement.
5.7 Exception to the Right to Cancel. The Client's right to cancel does not apply to the supply of digital content or services that the Client has started to use, access, or otherwise benefit from.
5.8 Refund Policy. Refunds are provided at the sole discretion of Cerea and on a case-by-case basis and may be refused. Cerea will refuse a refund request if it finds evidence of fraud, refund abuse, or other manipulative behaviour. This does not affect the Client's rights as a consumer in relation to services which are not as described, faulty, or not fit for purpose.
5.9 Subscriptions. Paid subscriptions automatically renew until cancelled. Cerea will notify the Client if the price of a subscription increases and, if required, seek consent to continue. If the Client wishes to cancel a subscription, the Client must contact Cerea at info@cerea.ai at least forty-eight (48) hours before the end of the current billing period. Cancellation will take effect at the next payment date. There are no refunds on unused subscription periods. If the Client is on a free trial, the Client must cancel before the trial expires to avoid being charged.
5.10 If the Client disputes any invoice, it must notify Cerea within fifteen (15) days. Failure to dispute constitutes acceptance.
5.11 Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law.
5.12 Cerea may suspend the Service for non-payment without liability.
6. INTELLECTUAL PROPERTY
6.1 Cerea retains all rights, title, and interest in the Service, including all software, algorithms, models, interfaces, and documentation.
6.2 The Client receives only a limited, non-exclusive, non-transferable license to use the Service during the term.
6.3 The Client shall not reverse engineer, decompile, copy, or create derivative works of the Service.
6.4 Any feedback, suggestions, or improvements provided by the Client become the property of Cerea without compensation.
6.5 Cerea may use anonymized and aggregated data derived from the Service for product improvement, analytics, and benchmarking.
7. AI AND AUTOMATED RESPONSES
7.1 The Service uses artificial intelligence to generate responses. The Client acknowledges and agrees that:
(a) AI-generated responses may contain errors, inaccuracies, or inappropriate content
(b) Cerea does not guarantee the accuracy, completeness, or appropriateness of any AI response
(c) The Client is solely responsible for reviewing and approving the use of AI responses in its business
(d) Cerea is not liable for any decisions made or actions taken based on AI-generated content
7.2 The Client shall not use the Service for any purpose where errors in AI responses could result in personal injury, death, property damage, or significant financial harm without implementing appropriate human oversight and safeguards.
7.3 The Client is responsible for configuring the Service appropriately for its use case and industry requirements.
7.4 The Client expressly assumes all risk arising from AI-generated content delivered to End Users through the Service. Cerea shall have no liability whatsoever to the Client, End Users, or any third party for any harm, loss, or damage caused directly or indirectly by AI-generated responses, including but not limited to incorrect, misleading, incomplete, offensive, or harmful information provided by the AI to End Users. The Client is solely responsible for implementing adequate human oversight and safeguards to prevent harm from AI-generated content.
8. ACCEPTABLE USE
8.1 The Client shall not use the Service to:
(a) Violate any applicable law or regulation
(b) Process personal data without valid legal basis
(c) Send spam, unsolicited communications, or engage in harassment
(d) Distribute malware or engage in phishing
(e) Infringe intellectual property rights of third parties
(f) Engage in fraud, deception, or misrepresentation
(g) Process data of children without parental consent mechanisms where required by applicable law
(h) Process special categories of personal data (such as health, biometric, racial, or religious data) without appropriate safeguards required by applicable law
(i) Operate in regulated industries such as healthcare or finance without ensuring compliance with sector-specific requirements
8.2 Cerea may suspend or terminate the Service immediately if the Client breaches acceptable use terms, without refund or liability.
8.3 The Client shall indemnify Cerea for any claims arising from the Client's violation of acceptable use terms.
9. CLIENT RESPONSIBILITIES
9.1 The Client is solely responsible for:
(a) The accuracy and legality of all data in its CRM and connected systems
(b) Training its staff on proper use of the Service
(c) Configuring the Service appropriately for its business needs
(d) Monitoring conversations and AI responses for quality and compliance
(e) Ensuring human operators are available when required
(f) Maintaining security of its accounts, passwords, and API credentials
(g) Backing up its own data
(h) Compliance with all applicable laws and industry regulations
9.2 Cerea shall not be liable for any issues arising from the Client's failure to fulfill these responsibilities.
10. THIRD-PARTY PLATFORMS
10.1 The Service integrates with third-party platforms including Facebook, Instagram, WhatsApp, and telecommunications providers. Cerea is not responsible for and makes no warranties regarding these platforms.
10.2 Cerea shall not be liable for any loss, damage, or disruption caused by:
(a) Changes to third-party platform APIs, terms, or functionality
(b) Suspension or termination of Client accounts on third-party platforms
(c) Outages or service interruptions of third-party platforms
(d) Data loss caused by third-party platforms
(e) Actions taken by third-party platforms against the Client or its customers
10.3 The Client is solely responsible for compliance with the terms of service of all third-party platforms used in connection with the Service.
10.4 If a third-party platform change renders any feature of the Service unavailable, Cerea may discontinue that feature without liability or refund.
11. DISCLAIMER OF WARRANTIES
11.1 The Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory.
11.2 Cerea expressly disclaims all implied warranties including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.
11.3 Cerea does not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components.
11.4 Cerea makes no representations regarding the accuracy, reliability, or completeness of any responses generated by the AI system.
12. LIMITATION OF LIABILITY
12.1 To the maximum extent permitted by applicable law, the total aggregate liability of Cerea arising out of or related to this Agreement, whether in contract, tort, or any other theory of liability, shall not exceed the total fees paid by the Client to Cerea during the one (1) month immediately preceding the event giving rise to the claim.
12.2 In no event shall Cerea be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, goodwill, data, business opportunities, or anticipated savings, even if Cerea has been advised of the possibility of such damages.
12.3 Cerea shall not be liable for any damages, losses, or claims arising from:
(a) The Client's failure to comply with applicable data protection laws
(b) The Client's failure to provide adequate privacy notices to Data Subjects
(c) Processing carried out in accordance with the Client's instructions
(d) The Client's failure to obtain valid legal basis for processing
(e) Actions or omissions of the Client's employees, agents, or end users
(f) Unauthorized access resulting from the Client's failure to maintain security of access credentials
(g) Data inaccuracies in the Client's CRM or internal systems
(h) Service interruptions caused by third-party platforms including Facebook, Instagram, WhatsApp, or telecommunications providers
12.4 The limitations in this section shall not apply to liability arising from Cerea's gross negligence or willful misconduct, or to the extent such limitation is prohibited by mandatory applicable law.
13. INDEMNIFICATION
13.1 The Client shall indemnify, defend, and hold harmless Cerea and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
(a) The Client's breach of this Agreement
(b) The Client's violation of applicable laws including data protection laws
(c) The Client's failure to obtain necessary consents or provide required notices to Data Subjects
(d) Any claim by a Data Subject resulting from the Client's instructions to Cerea
(e) The Client's use of the Service in a manner not authorized by this Agreement
(f) Any content, data, or information provided by the Client or accessed through the Client's systems
13.2 Cerea shall promptly notify the Client of any claim subject to indemnification and shall allow the Client to control the defense of such claim, provided that Cerea may participate in the defense at its own expense.
14. CONFIDENTIALITY
14.1 Each party agrees to:
(a) Hold the other party's Confidential Information in strict confidence
(b) Not disclose Confidential Information to any third party without prior written consent
(c) Use Confidential Information only for purposes of performing obligations under this Agreement
(d) Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care
14.2 The Client shall treat as confidential all information regarding:
(a) The technical operation, features, and capabilities of the Service
(b) Any security vulnerabilities, bugs, or issues discovered in the Service
(c) Pricing, discounts, or special terms provided by Cerea
(d) Any disputes, claims, or legal proceedings between the parties
(e) Any settlements or resolutions of disputes
14.3 Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault of the receiving party
(b) Was rightfully known to the receiving party prior to disclosure
(c) Is independently developed by the receiving party without use of Confidential Information
(d) Is rightfully obtained from a third party without restriction
14.4 Confidential Information may be disclosed if required by law, regulation, or court order, provided that the disclosing party gives prompt written notice to the other party to allow opportunity to seek protective measures.
14.5 Confidentiality obligations under this section shall survive termination of this Agreement for a period of five (5) years.
15. NON-DISPARAGEMENT
15.1 The Client agrees not to make, publish, or communicate any disparaging, defamatory, or negative statements about Cerea, its Service, its officers, directors, employees, or agents, whether in writing, orally, or through any electronic medium including social media, review platforms, or forums.
15.2 This non-disparagement obligation does not prevent the Client from:
(a) Making truthful statements required by law or legal process
(b) Providing truthful information to regulatory authorities in response to official inquiries
(c) Communicating privately with legal counsel
15.3 In the event of a dispute, the Client agrees not to publicly discuss the nature, facts, or outcome of such dispute without prior written consent from Cerea.
16. NON-DISCLOSURE OF DISPUTES
16.1 Any dispute, claim, arbitration proceeding, or settlement between the parties shall be treated as strictly confidential.
16.2 Neither party shall disclose the existence, nature, or outcome of any dispute to any third party except:
(a) To legal and financial advisors bound by professional confidentiality
(b) To insurers as required by policy terms
(c) As required by applicable law or court order
16.3 Any settlement agreement shall include confidentiality provisions and neither party shall disclose settlement terms or amounts.
17. PUBLICITY
17.1 The Client shall not use Cerea's name, logo, or trademarks in any publicity, advertising, or marketing materials without prior written consent.
17.2 Cerea may identify the Client as a customer in general marketing materials and customer lists unless the Client provides written notice opting out.
18. REMEDIES FOR BREACH
18.1 The Client acknowledges that breach of confidentiality, non-disparagement, or non-disclosure obligations may cause irreparable harm to Cerea for which monetary damages would be inadequate.
18.2 In the event of breach or threatened breach, Cerea shall be entitled to seek injunctive relief, specific performance, or other equitable remedies without the need to post bond or prove actual damages.
18.3 The right to seek equitable relief shall be in addition to any other remedies available at law or in equity, including monetary damages.
18.4 If Cerea prevails in any action to enforce these provisions, the Client shall pay Cerea's reasonable legal fees and costs incurred in such action.
19. LIMITATION PERIOD
19.1 Any claim arising out of or related to this Agreement must be brought within one (1) year after the cause of action accrues, regardless of any statute of limitations to the contrary. Failure to bring a claim within this period constitutes a waiver of such claim.
20. DISPUTE RESOLUTION
20.1 Any dispute arising out of or related to this Agreement shall first be attempted to be resolved through good faith negotiation between the parties for a period of thirty (30) days.
20.2 If negotiation fails, the dispute shall be resolved through binding arbitration conducted in English in Tbilisi, Georgia.
20.3 The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
20.4 Each party shall bear its own costs and expenses in connection with the arbitration, and the parties shall share equally the fees and expenses of the arbitrator.
20.5 The parties agree that any arbitration shall be conducted on an individual basis and not as a class, consolidated, or representative action.
20.6 Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.
21. FORCE MAJEURE
21.1 Cerea shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, power outages, internet or telecommunications failures, cyberattacks, actions or omissions of third-party platforms, or changes in applicable law.
21.2 During any force majeure event, Cerea's obligations shall be suspended without liability for the duration of the event.
21.3 If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement without liability.
22. SERVICE MODIFICATIONS
22.1 Cerea reserves the right to modify, update, or discontinue any feature of the Service at any time without prior notice.
22.2 Cerea may modify the technical requirements for using the Service, and the Client is responsible for maintaining compatible systems.
22.3 New features may be subject to additional terms or fees.
22.4 Cerea shall use reasonable efforts to provide notice of material changes but is not liable for any impact of changes on the Client's business.
23. TERM AND TERMINATION
23.1 Cerea may terminate this Agreement or suspend the Service immediately and without notice if:
(a) The Client breaches any term of this Agreement
(b) The Client fails to pay fees when due
(c) The Client becomes insolvent or enters bankruptcy proceedings
(d) Continued provision of the Service would expose Cerea to legal liability
(e) Required by law, regulation, or third-party platform requirements
23.2 Cerea may terminate this Agreement for convenience upon thirty (30) days written notice. No refund of any fees shall be provided upon termination for any reason.
23.3 Upon termination for any reason, the Client's right to use the Service ceases immediately and Cerea may delete all Client data after thirty (30) days.
23.4 Termination shall not affect accrued rights or obligations, and provisions intended to survive termination shall continue in effect.
24. INSURANCE
24.1 The Client shall maintain appropriate insurance coverage for its business operations, including professional liability and cyber liability insurance.
24.2 Cerea's liability under this Agreement is conditioned on the Client maintaining such insurance.
25. COMPLIANCE RESPONSIBILITY
25.1 The Client is solely responsible for determining whether the Service is appropriate for its industry and regulatory environment.
25.2 Cerea makes no representations that the Service complies with any industry-specific regulations including but not limited to healthcare (HIPAA), financial services, legal services, or telecommunications regulations.
25.3 The Client shall ensure its use of the Service complies with all applicable laws including consumer protection, advertising, telecommunications, and sector-specific regulations.
26. AUDIT RIGHTS
26.1 Cerea may audit the Client's use of the Service to verify compliance with this Agreement.
26.2 If an audit reveals unauthorized use or breach, the Client shall pay the costs of the audit and any additional fees owed.
27. ASSIGNMENT
27.1 The Client may not assign or transfer this Agreement without Cerea's prior written consent.
27.2 Cerea may assign this Agreement to any affiliate or successor without the Client's consent.
28. MODIFICATIONS TO TERMS
28.1 Cerea may modify this Agreement at any time by posting updated terms on its website or notifying the Client by email.
28.2 Continued use of the Service after modifications constitutes acceptance of the modified terms.
28.3 If the Client does not agree to modified terms, its sole remedy is to terminate the Agreement.
29. GENERAL PROVISIONS
29.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
29.2 Severability: If any provision is found unenforceable, the remaining provisions shall continue in effect and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
29.3 Waiver: Failure to enforce any right does not constitute waiver of that right.
29.4 No Partnership: Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
29.5 Notices: Notices to Cerea must be sent by email to info@cerea.ai and are effective upon confirmed receipt.
29.6 Headings: Section headings are for convenience only and do not affect interpretation.
29.7 Language: In the event of any conflict between translations, the English version shall prevail.
29.8 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Georgia, without regard to conflict of law principles.
DATA PROCESSING AGREEMENT
This Data Processing Agreement ("DPA") forms part of the Terms of Service between Cerea and the Client.
1. PARTIES
Data Controller: The Client, as identified in the Terms of Service
Data Processor: Cerea, a company registered in Georgia
2. SUBJECT MATTER AND DURATION
2.1 This DPA governs the processing of Personal Data by Cerea on behalf of the Client in connection with the provision of the Service.
2.2 This DPA shall remain in effect for the duration of the Client's use of the Service and shall terminate upon termination of the Terms of Service.
3. NATURE AND PURPOSE OF PROCESSING
3.1 Cerea processes Personal Data for the following purposes:
(a) Receiving and responding to customer messages via Facebook, Messenger, Instagram, WhatsApp, and website integrations
(b) Handling phone conversations through the call center bot
(c) Retrieving and updating information in the Client's CRM and internal systems as instructed
(d) Transferring conversations to human operators when required
4. TYPES OF PERSONAL DATA
The following categories of Personal Data may be processed:
(a) Contact information (name, email address, phone number)
(b) Communication content (messages, conversation history, call recordings or transcripts)
(c) Account identifiers and social media handles
(d) Any additional data accessed through CRM integration as configured by the Client
5. CATEGORIES OF DATA SUBJECTS
Data Subjects include the Client's customers and any individuals who communicate with the Client through the Service.
6. OBLIGATIONS OF THE PROCESSOR
Cerea shall:
6.1 Instructions: Process Personal Data only on documented instructions from the Client, unless required by law to do otherwise. The Terms of Service and this DPA constitute the Client's complete instructions.
6.2 Confidentiality: Ensure that all persons authorized to process Personal Data are bound by confidentiality obligations.
6.3 Security: Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including encryption of data in transit and at rest, access controls, and regular security assessments.
6.4 Sub-processors: Cerea may engage sub-processors at its sole discretion without prior authorization from or notice to the Client. Cerea shall maintain a list of current sub-processors on its website.
6.5 Assistance with Data Subject Rights: Assist the Client in responding to requests from Data Subjects exercising their rights under applicable data protection laws, including access, rectification, erasure, restriction, portability, and objection.
6.6 Breach Notification: Cerea reserves the right to determine, at its sole discretion, whether and when to notify the Client of a Personal Data breach affecting the Client's data. Cerea shall have no obligation to notify the Client of any breach unless Cerea determines that notification is appropriate.
6.7 Data Protection Impact Assessments: Assist the Client with data protection impact assessments and prior consultations with supervisory authorities where required.
6.8 Deletion: Upon termination of the Service, delete all Personal Data processed on behalf of the Client within 30 days, unless retention is required by applicable law. The Client may request a copy of data before deletion.
7. AUDIT RIGHTS
7.1 Any audit of Cerea's data processing practices by the Client or a third-party auditor shall require Cerea's prior written approval. Cerea reserves the right to deny any audit request at its sole discretion.
7.2 If Cerea approves an audit, it shall be conducted at the Client's sole expense, limited to once per calendar year, subject to a confidentiality agreement, and restricted in scope to the obligations set out in this DPA.
8. OBLIGATIONS OF THE CONTROLLER
The Client shall:
8.1 Ensure that the processing of Personal Data through the Service has a valid legal basis under applicable data protection laws.
8.2 Provide appropriate privacy notices to Data Subjects informing them of the use of the Service.
8.3 Ensure that instructions given to Cerea comply with applicable data protection laws.
9. DATA LOCATION
Personal Data is processed and stored on servers in locations determined by Cerea at its discretion. Cerea may change data storage locations at any time without prior notice to the Client.
10. LIABILITY
Each party shall be liable for damages caused by processing that infringes applicable data protection laws. Cerea shall be liable for damage caused by processing only where it has not complied with obligations specifically directed to processors or where it has acted outside or contrary to lawful instructions of the Client.
11. GOVERNING LAW
This DPA shall be governed by and construed in accordance with the laws applicable to the main Terms of Service, without prejudice to any mandatory provisions of applicable data protection laws.
By using the Service, the Client agrees to the terms of this Data Processing Agreement.
Effective Date: This DPA is effective as of the date the Client begins using the Service.
Terms Of Service
TERMS OF SERVICE
Effective Date: February 9, 2026
Last Updated: March 3, 2026
This Terms of Service Agreement ("Agreement") is a legally binding contract between შპს სიმპლერი (operating under the display name "Cerea"), a company registered in Georgia under identification code 405795331 ("Cerea," "we," "us," or "our"), and the entity or individual ("Client," "you," or "your") that accesses or uses the Service. By accessing or using the Service, the Client agrees to be bound by these terms.
Company Information:
Official Name: შპს სიმპლერი (Simpler)
Display Name: Cerea
Registered Address: Georgia, Tbilisi, Giorgi Brtskinvale Street, N 31, Apartment 90
Headquarters: Tamarashvili 13I, Tbilisi, Georgia
Website: https://cerea.ai
Contact: info@cerea.ai, +995 599 100 987
1. DEFINITIONS
1.1 "Service" means the AI customer service platform provided by Cerea, including AI chatbot assistants, integrations with messaging platforms (Facebook, Messenger, Instagram, WhatsApp, and website widgets), call center bot functionality, CRM connections, the client dashboard, and all related tools and features.
1.2 "Client" means the business entity or individual that subscribes to or uses the Service.
1.3 "End User" means any individual who communicates with the Client through the Service, including the Client's customers.
1.4 "Personal Data" means any information relating to an identified or identifiable natural person processed by Cerea on behalf of the Client.
1.5 "Data Subject" means the individual to whom Personal Data relates, including the Client's customers who interact with the Service.
1.6 "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to business plans, technical data, product information, pricing, customer lists, financial information, security measures, system architecture, and the terms of this Agreement.
1.7 "Applicable Data Protection Laws" means all laws and regulations relating to the processing of Personal Data that apply to the parties, including but not limited to data protection, privacy, and electronic communications laws in any relevant jurisdiction.
2. DESCRIPTION OF SERVICE
2.1 Cerea provides an AI-powered customer service platform that connects to Facebook, Messenger, Instagram, WhatsApp, and client websites. The platform integrates with the Client's CRM and internal systems, enabling the AI to retrieve information and perform actions through tool use capabilities.
2.2 The Service includes a call center bot that handles phone conversations, a unified dashboard for managing all customer conversations, analytics and performance tracking, and the ability to transfer conversations to human operators when needed.
2.3 Cerea offers two subscription tiers: Small Businesses ($399/month) and Enterprise (custom pricing). Features and support levels vary by tier.
3. ACCEPTANCE OF TERMS
3.1 By accessing, subscribing to, or using the Service, the Client acknowledges that it has read, understood, and agrees to be bound by this Agreement.
3.2 If the Client is entering into this Agreement on behalf of a business or organization, the individual accepting these terms represents that they have the authority to bind that entity.
3.3 If the Client does not agree to these terms, it must not access or use the Service.
4. ACCOUNT REGISTRATION AND SECURITY
4.1 The Client must provide accurate and complete information during registration and keep this information up to date.
4.2 The Client is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account.
4.3 The Client must notify Cerea immediately of any unauthorized use of its account or any other breach of security.
5. FEES AND PAYMENT
5.1 Cerea reserves the right to change pricing at any time. Price changes for existing clients shall take effect upon renewal.
5.2 Cerea will charge the Client's chosen payment method for any paid transactions, including any applicable taxes according to the tax jurisdiction in which the transaction takes place. If the Client pre-orders a Product or feature, the Client will be charged upfront and may request a refund for any reason until the content is delivered, after which the standard refund policy applies.
5.3 The Client agrees to receipt of all invoices and receipts in an electronic format, which includes email.
5.4 If technical problems prevent or unreasonably delay delivery of the Service, the Client's exclusive and sole remedy is either replacement of the Service or refund of the price paid, as determined by Cerea.
5.5 Consumer Right to Cancel. If the Client qualifies as a consumer under applicable law and unless the below exception applies, the Client has the right to cancel this Agreement within fourteen (14) days from the day after completion of the transaction without giving any reason. To meet the cancellation deadline, it is sufficient that the Client sends communication concerning the exercise of the cancellation right before the expiration of the 14-day period. To cancel, the Client must inform Cerea by contacting info@cerea.ai. For subscription services, the right to cancel is only present following the initial subscription and not upon each automatic renewal.
5.6 Effect of Cancellation. If the Client cancels this Agreement as permitted above, Cerea will reimburse all payments received from the Client without undue delay, and not later than fourteen (14) days after the day on which Cerea is informed of the decision to cancel. The reimbursement will be made using the same means of payment used for the initial transaction, and the Client will not incur any fees as a result of the reimbursement.
5.7 Exception to the Right to Cancel. The Client's right to cancel does not apply to the supply of digital content or services that the Client has started to use, access, or otherwise benefit from.
5.8 Refund Policy. Refunds are provided at the sole discretion of Cerea and on a case-by-case basis and may be refused. Cerea will refuse a refund request if it finds evidence of fraud, refund abuse, or other manipulative behaviour. This does not affect the Client's rights as a consumer in relation to services which are not as described, faulty, or not fit for purpose.
5.9 Subscriptions. Paid subscriptions automatically renew until cancelled. Cerea will notify the Client if the price of a subscription increases and, if required, seek consent to continue. If the Client wishes to cancel a subscription, the Client must contact Cerea at info@cerea.ai at least forty-eight (48) hours before the end of the current billing period. Cancellation will take effect at the next payment date. There are no refunds on unused subscription periods. If the Client is on a free trial, the Client must cancel before the trial expires to avoid being charged.
5.10 If the Client disputes any invoice, it must notify Cerea within fifteen (15) days. Failure to dispute constitutes acceptance.
5.11 Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law.
5.12 Cerea may suspend the Service for non-payment without liability.
6. INTELLECTUAL PROPERTY
6.1 Cerea retains all rights, title, and interest in the Service, including all software, algorithms, models, interfaces, and documentation.
6.2 The Client receives only a limited, non-exclusive, non-transferable license to use the Service during the term.
6.3 The Client shall not reverse engineer, decompile, copy, or create derivative works of the Service.
6.4 Any feedback, suggestions, or improvements provided by the Client become the property of Cerea without compensation.
6.5 Cerea may use anonymized and aggregated data derived from the Service for product improvement, analytics, and benchmarking.
7. AI AND AUTOMATED RESPONSES
7.1 The Service uses artificial intelligence to generate responses. The Client acknowledges and agrees that:
(a) AI-generated responses may contain errors, inaccuracies, or inappropriate content
(b) Cerea does not guarantee the accuracy, completeness, or appropriateness of any AI response
(c) The Client is solely responsible for reviewing and approving the use of AI responses in its business
(d) Cerea is not liable for any decisions made or actions taken based on AI-generated content
7.2 The Client shall not use the Service for any purpose where errors in AI responses could result in personal injury, death, property damage, or significant financial harm without implementing appropriate human oversight and safeguards.
7.3 The Client is responsible for configuring the Service appropriately for its use case and industry requirements.
7.4 The Client expressly assumes all risk arising from AI-generated content delivered to End Users through the Service. Cerea shall have no liability whatsoever to the Client, End Users, or any third party for any harm, loss, or damage caused directly or indirectly by AI-generated responses, including but not limited to incorrect, misleading, incomplete, offensive, or harmful information provided by the AI to End Users. The Client is solely responsible for implementing adequate human oversight and safeguards to prevent harm from AI-generated content.
8. ACCEPTABLE USE
8.1 The Client shall not use the Service to:
(a) Violate any applicable law or regulation
(b) Process personal data without valid legal basis
(c) Send spam, unsolicited communications, or engage in harassment
(d) Distribute malware or engage in phishing
(e) Infringe intellectual property rights of third parties
(f) Engage in fraud, deception, or misrepresentation
(g) Process data of children without parental consent mechanisms where required by applicable law
(h) Process special categories of personal data (such as health, biometric, racial, or religious data) without appropriate safeguards required by applicable law
(i) Operate in regulated industries such as healthcare or finance without ensuring compliance with sector-specific requirements
8.2 Cerea may suspend or terminate the Service immediately if the Client breaches acceptable use terms, without refund or liability.
8.3 The Client shall indemnify Cerea for any claims arising from the Client's violation of acceptable use terms.
9. CLIENT RESPONSIBILITIES
9.1 The Client is solely responsible for:
(a) The accuracy and legality of all data in its CRM and connected systems
(b) Training its staff on proper use of the Service
(c) Configuring the Service appropriately for its business needs
(d) Monitoring conversations and AI responses for quality and compliance
(e) Ensuring human operators are available when required
(f) Maintaining security of its accounts, passwords, and API credentials
(g) Backing up its own data
(h) Compliance with all applicable laws and industry regulations
9.2 Cerea shall not be liable for any issues arising from the Client's failure to fulfill these responsibilities.
10. THIRD-PARTY PLATFORMS
10.1 The Service integrates with third-party platforms including Facebook, Instagram, WhatsApp, and telecommunications providers. Cerea is not responsible for and makes no warranties regarding these platforms.
10.2 Cerea shall not be liable for any loss, damage, or disruption caused by:
(a) Changes to third-party platform APIs, terms, or functionality
(b) Suspension or termination of Client accounts on third-party platforms
(c) Outages or service interruptions of third-party platforms
(d) Data loss caused by third-party platforms
(e) Actions taken by third-party platforms against the Client or its customers
10.3 The Client is solely responsible for compliance with the terms of service of all third-party platforms used in connection with the Service.
10.4 If a third-party platform change renders any feature of the Service unavailable, Cerea may discontinue that feature without liability or refund.
11. DISCLAIMER OF WARRANTIES
11.1 The Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory.
11.2 Cerea expressly disclaims all implied warranties including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.
11.3 Cerea does not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components.
11.4 Cerea makes no representations regarding the accuracy, reliability, or completeness of any responses generated by the AI system.
12. LIMITATION OF LIABILITY
12.1 To the maximum extent permitted by applicable law, the total aggregate liability of Cerea arising out of or related to this Agreement, whether in contract, tort, or any other theory of liability, shall not exceed the total fees paid by the Client to Cerea during the one (1) month immediately preceding the event giving rise to the claim.
12.2 In no event shall Cerea be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, goodwill, data, business opportunities, or anticipated savings, even if Cerea has been advised of the possibility of such damages.
12.3 Cerea shall not be liable for any damages, losses, or claims arising from:
(a) The Client's failure to comply with applicable data protection laws
(b) The Client's failure to provide adequate privacy notices to Data Subjects
(c) Processing carried out in accordance with the Client's instructions
(d) The Client's failure to obtain valid legal basis for processing
(e) Actions or omissions of the Client's employees, agents, or end users
(f) Unauthorized access resulting from the Client's failure to maintain security of access credentials
(g) Data inaccuracies in the Client's CRM or internal systems
(h) Service interruptions caused by third-party platforms including Facebook, Instagram, WhatsApp, or telecommunications providers
12.4 The limitations in this section shall not apply to liability arising from Cerea's gross negligence or willful misconduct, or to the extent such limitation is prohibited by mandatory applicable law.
13. INDEMNIFICATION
13.1 The Client shall indemnify, defend, and hold harmless Cerea and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
(a) The Client's breach of this Agreement
(b) The Client's violation of applicable laws including data protection laws
(c) The Client's failure to obtain necessary consents or provide required notices to Data Subjects
(d) Any claim by a Data Subject resulting from the Client's instructions to Cerea
(e) The Client's use of the Service in a manner not authorized by this Agreement
(f) Any content, data, or information provided by the Client or accessed through the Client's systems
13.2 Cerea shall promptly notify the Client of any claim subject to indemnification and shall allow the Client to control the defense of such claim, provided that Cerea may participate in the defense at its own expense.
14. CONFIDENTIALITY
14.1 Each party agrees to:
(a) Hold the other party's Confidential Information in strict confidence
(b) Not disclose Confidential Information to any third party without prior written consent
(c) Use Confidential Information only for purposes of performing obligations under this Agreement
(d) Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care
14.2 The Client shall treat as confidential all information regarding:
(a) The technical operation, features, and capabilities of the Service
(b) Any security vulnerabilities, bugs, or issues discovered in the Service
(c) Pricing, discounts, or special terms provided by Cerea
(d) Any disputes, claims, or legal proceedings between the parties
(e) Any settlements or resolutions of disputes
14.3 Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault of the receiving party
(b) Was rightfully known to the receiving party prior to disclosure
(c) Is independently developed by the receiving party without use of Confidential Information
(d) Is rightfully obtained from a third party without restriction
14.4 Confidential Information may be disclosed if required by law, regulation, or court order, provided that the disclosing party gives prompt written notice to the other party to allow opportunity to seek protective measures.
14.5 Confidentiality obligations under this section shall survive termination of this Agreement for a period of five (5) years.
15. NON-DISPARAGEMENT
15.1 The Client agrees not to make, publish, or communicate any disparaging, defamatory, or negative statements about Cerea, its Service, its officers, directors, employees, or agents, whether in writing, orally, or through any electronic medium including social media, review platforms, or forums.
15.2 This non-disparagement obligation does not prevent the Client from:
(a) Making truthful statements required by law or legal process
(b) Providing truthful information to regulatory authorities in response to official inquiries
(c) Communicating privately with legal counsel
15.3 In the event of a dispute, the Client agrees not to publicly discuss the nature, facts, or outcome of such dispute without prior written consent from Cerea.
16. NON-DISCLOSURE OF DISPUTES
16.1 Any dispute, claim, arbitration proceeding, or settlement between the parties shall be treated as strictly confidential.
16.2 Neither party shall disclose the existence, nature, or outcome of any dispute to any third party except:
(a) To legal and financial advisors bound by professional confidentiality
(b) To insurers as required by policy terms
(c) As required by applicable law or court order
16.3 Any settlement agreement shall include confidentiality provisions and neither party shall disclose settlement terms or amounts.
17. PUBLICITY
17.1 The Client shall not use Cerea's name, logo, or trademarks in any publicity, advertising, or marketing materials without prior written consent.
17.2 Cerea may identify the Client as a customer in general marketing materials and customer lists unless the Client provides written notice opting out.
18. REMEDIES FOR BREACH
18.1 The Client acknowledges that breach of confidentiality, non-disparagement, or non-disclosure obligations may cause irreparable harm to Cerea for which monetary damages would be inadequate.
18.2 In the event of breach or threatened breach, Cerea shall be entitled to seek injunctive relief, specific performance, or other equitable remedies without the need to post bond or prove actual damages.
18.3 The right to seek equitable relief shall be in addition to any other remedies available at law or in equity, including monetary damages.
18.4 If Cerea prevails in any action to enforce these provisions, the Client shall pay Cerea's reasonable legal fees and costs incurred in such action.
19. LIMITATION PERIOD
19.1 Any claim arising out of or related to this Agreement must be brought within one (1) year after the cause of action accrues, regardless of any statute of limitations to the contrary. Failure to bring a claim within this period constitutes a waiver of such claim.
20. DISPUTE RESOLUTION
20.1 Any dispute arising out of or related to this Agreement shall first be attempted to be resolved through good faith negotiation between the parties for a period of thirty (30) days.
20.2 If negotiation fails, the dispute shall be resolved through binding arbitration conducted in English in Tbilisi, Georgia.
20.3 The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
20.4 Each party shall bear its own costs and expenses in connection with the arbitration, and the parties shall share equally the fees and expenses of the arbitrator.
20.5 The parties agree that any arbitration shall be conducted on an individual basis and not as a class, consolidated, or representative action.
20.6 Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.
21. FORCE MAJEURE
21.1 Cerea shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, power outages, internet or telecommunications failures, cyberattacks, actions or omissions of third-party platforms, or changes in applicable law.
21.2 During any force majeure event, Cerea's obligations shall be suspended without liability for the duration of the event.
21.3 If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement without liability.
22. SERVICE MODIFICATIONS
22.1 Cerea reserves the right to modify, update, or discontinue any feature of the Service at any time without prior notice.
22.2 Cerea may modify the technical requirements for using the Service, and the Client is responsible for maintaining compatible systems.
22.3 New features may be subject to additional terms or fees.
22.4 Cerea shall use reasonable efforts to provide notice of material changes but is not liable for any impact of changes on the Client's business.
23. TERM AND TERMINATION
23.1 Cerea may terminate this Agreement or suspend the Service immediately and without notice if:
(a) The Client breaches any term of this Agreement
(b) The Client fails to pay fees when due
(c) The Client becomes insolvent or enters bankruptcy proceedings
(d) Continued provision of the Service would expose Cerea to legal liability
(e) Required by law, regulation, or third-party platform requirements
23.2 Cerea may terminate this Agreement for convenience upon thirty (30) days written notice. No refund of any fees shall be provided upon termination for any reason.
23.3 Upon termination for any reason, the Client's right to use the Service ceases immediately and Cerea may delete all Client data after thirty (30) days.
23.4 Termination shall not affect accrued rights or obligations, and provisions intended to survive termination shall continue in effect.
24. INSURANCE
24.1 The Client shall maintain appropriate insurance coverage for its business operations, including professional liability and cyber liability insurance.
24.2 Cerea's liability under this Agreement is conditioned on the Client maintaining such insurance.
25. COMPLIANCE RESPONSIBILITY
25.1 The Client is solely responsible for determining whether the Service is appropriate for its industry and regulatory environment.
25.2 Cerea makes no representations that the Service complies with any industry-specific regulations including but not limited to healthcare (HIPAA), financial services, legal services, or telecommunications regulations.
25.3 The Client shall ensure its use of the Service complies with all applicable laws including consumer protection, advertising, telecommunications, and sector-specific regulations.
26. AUDIT RIGHTS
26.1 Cerea may audit the Client's use of the Service to verify compliance with this Agreement.
26.2 If an audit reveals unauthorized use or breach, the Client shall pay the costs of the audit and any additional fees owed.
27. ASSIGNMENT
27.1 The Client may not assign or transfer this Agreement without Cerea's prior written consent.
27.2 Cerea may assign this Agreement to any affiliate or successor without the Client's consent.
28. MODIFICATIONS TO TERMS
28.1 Cerea may modify this Agreement at any time by posting updated terms on its website or notifying the Client by email.
28.2 Continued use of the Service after modifications constitutes acceptance of the modified terms.
28.3 If the Client does not agree to modified terms, its sole remedy is to terminate the Agreement.
29. GENERAL PROVISIONS
29.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
29.2 Severability: If any provision is found unenforceable, the remaining provisions shall continue in effect and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
29.3 Waiver: Failure to enforce any right does not constitute waiver of that right.
29.4 No Partnership: Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
29.5 Notices: Notices to Cerea must be sent by email to info@cerea.ai and are effective upon confirmed receipt.
29.6 Headings: Section headings are for convenience only and do not affect interpretation.
29.7 Language: In the event of any conflict between translations, the English version shall prevail.
29.8 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Georgia, without regard to conflict of law principles.
DATA PROCESSING AGREEMENT
This Data Processing Agreement ("DPA") forms part of the Terms of Service between Cerea and the Client.
1. PARTIES
Data Controller: The Client, as identified in the Terms of Service
Data Processor: Cerea, a company registered in Georgia
2. SUBJECT MATTER AND DURATION
2.1 This DPA governs the processing of Personal Data by Cerea on behalf of the Client in connection with the provision of the Service.
2.2 This DPA shall remain in effect for the duration of the Client's use of the Service and shall terminate upon termination of the Terms of Service.
3. NATURE AND PURPOSE OF PROCESSING
3.1 Cerea processes Personal Data for the following purposes:
(a) Receiving and responding to customer messages via Facebook, Messenger, Instagram, WhatsApp, and website integrations
(b) Handling phone conversations through the call center bot
(c) Retrieving and updating information in the Client's CRM and internal systems as instructed
(d) Transferring conversations to human operators when required
4. TYPES OF PERSONAL DATA
The following categories of Personal Data may be processed:
(a) Contact information (name, email address, phone number)
(b) Communication content (messages, conversation history, call recordings or transcripts)
(c) Account identifiers and social media handles
(d) Any additional data accessed through CRM integration as configured by the Client
5. CATEGORIES OF DATA SUBJECTS
Data Subjects include the Client's customers and any individuals who communicate with the Client through the Service.
6. OBLIGATIONS OF THE PROCESSOR
Cerea shall:
6.1 Instructions: Process Personal Data only on documented instructions from the Client, unless required by law to do otherwise. The Terms of Service and this DPA constitute the Client's complete instructions.
6.2 Confidentiality: Ensure that all persons authorized to process Personal Data are bound by confidentiality obligations.
6.3 Security: Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including encryption of data in transit and at rest, access controls, and regular security assessments.
6.4 Sub-processors: Cerea may engage sub-processors at its sole discretion without prior authorization from or notice to the Client. Cerea shall maintain a list of current sub-processors on its website.
6.5 Assistance with Data Subject Rights: Assist the Client in responding to requests from Data Subjects exercising their rights under applicable data protection laws, including access, rectification, erasure, restriction, portability, and objection.
6.6 Breach Notification: Cerea reserves the right to determine, at its sole discretion, whether and when to notify the Client of a Personal Data breach affecting the Client's data. Cerea shall have no obligation to notify the Client of any breach unless Cerea determines that notification is appropriate.
6.7 Data Protection Impact Assessments: Assist the Client with data protection impact assessments and prior consultations with supervisory authorities where required.
6.8 Deletion: Upon termination of the Service, delete all Personal Data processed on behalf of the Client within 30 days, unless retention is required by applicable law. The Client may request a copy of data before deletion.
7. AUDIT RIGHTS
7.1 Any audit of Cerea's data processing practices by the Client or a third-party auditor shall require Cerea's prior written approval. Cerea reserves the right to deny any audit request at its sole discretion.
7.2 If Cerea approves an audit, it shall be conducted at the Client's sole expense, limited to once per calendar year, subject to a confidentiality agreement, and restricted in scope to the obligations set out in this DPA.
8. OBLIGATIONS OF THE CONTROLLER
The Client shall:
8.1 Ensure that the processing of Personal Data through the Service has a valid legal basis under applicable data protection laws.
8.2 Provide appropriate privacy notices to Data Subjects informing them of the use of the Service.
8.3 Ensure that instructions given to Cerea comply with applicable data protection laws.
9. DATA LOCATION
Personal Data is processed and stored on servers in locations determined by Cerea at its discretion. Cerea may change data storage locations at any time without prior notice to the Client.
10. LIABILITY
Each party shall be liable for damages caused by processing that infringes applicable data protection laws. Cerea shall be liable for damage caused by processing only where it has not complied with obligations specifically directed to processors or where it has acted outside or contrary to lawful instructions of the Client.
11. GOVERNING LAW
This DPA shall be governed by and construed in accordance with the laws applicable to the main Terms of Service, without prejudice to any mandatory provisions of applicable data protection laws.
By using the Service, the Client agrees to the terms of this Data Processing Agreement.
Effective Date: This DPA is effective as of the date the Client begins using the Service.
Terms Of Service
TERMS OF SERVICE
Effective Date: February 9, 2026
Last Updated: March 3, 2026
This Terms of Service Agreement ("Agreement") is a legally binding contract between შპს სიმპლერი (operating under the display name "Cerea"), a company registered in Georgia under identification code 405795331 ("Cerea," "we," "us," or "our"), and the entity or individual ("Client," "you," or "your") that accesses or uses the Service. By accessing or using the Service, the Client agrees to be bound by these terms.
Company Information:
Official Name: შპს სიმპლერი (Simpler)
Display Name: Cerea
Registered Address: Georgia, Tbilisi, Giorgi Brtskinvale Street, N 31, Apartment 90
Headquarters: Tamarashvili 13I, Tbilisi, Georgia
Website: https://cerea.ai
Contact: info@cerea.ai, +995 599 100 987
1. DEFINITIONS
1.1 "Service" means the AI customer service platform provided by Cerea, including AI chatbot assistants, integrations with messaging platforms (Facebook, Messenger, Instagram, WhatsApp, and website widgets), call center bot functionality, CRM connections, the client dashboard, and all related tools and features.
1.2 "Client" means the business entity or individual that subscribes to or uses the Service.
1.3 "End User" means any individual who communicates with the Client through the Service, including the Client's customers.
1.4 "Personal Data" means any information relating to an identified or identifiable natural person processed by Cerea on behalf of the Client.
1.5 "Data Subject" means the individual to whom Personal Data relates, including the Client's customers who interact with the Service.
1.6 "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to business plans, technical data, product information, pricing, customer lists, financial information, security measures, system architecture, and the terms of this Agreement.
1.7 "Applicable Data Protection Laws" means all laws and regulations relating to the processing of Personal Data that apply to the parties, including but not limited to data protection, privacy, and electronic communications laws in any relevant jurisdiction.
2. DESCRIPTION OF SERVICE
2.1 Cerea provides an AI-powered customer service platform that connects to Facebook, Messenger, Instagram, WhatsApp, and client websites. The platform integrates with the Client's CRM and internal systems, enabling the AI to retrieve information and perform actions through tool use capabilities.
2.2 The Service includes a call center bot that handles phone conversations, a unified dashboard for managing all customer conversations, analytics and performance tracking, and the ability to transfer conversations to human operators when needed.
2.3 Cerea offers two subscription tiers: Small Businesses ($399/month) and Enterprise (custom pricing). Features and support levels vary by tier.
3. ACCEPTANCE OF TERMS
3.1 By accessing, subscribing to, or using the Service, the Client acknowledges that it has read, understood, and agrees to be bound by this Agreement.
3.2 If the Client is entering into this Agreement on behalf of a business or organization, the individual accepting these terms represents that they have the authority to bind that entity.
3.3 If the Client does not agree to these terms, it must not access or use the Service.
4. ACCOUNT REGISTRATION AND SECURITY
4.1 The Client must provide accurate and complete information during registration and keep this information up to date.
4.2 The Client is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account.
4.3 The Client must notify Cerea immediately of any unauthorized use of its account or any other breach of security.
5. FEES AND PAYMENT
5.1 Cerea reserves the right to change pricing at any time. Price changes for existing clients shall take effect upon renewal.
5.2 Cerea will charge the Client's chosen payment method for any paid transactions, including any applicable taxes according to the tax jurisdiction in which the transaction takes place. If the Client pre-orders a Product or feature, the Client will be charged upfront and may request a refund for any reason until the content is delivered, after which the standard refund policy applies.
5.3 The Client agrees to receipt of all invoices and receipts in an electronic format, which includes email.
5.4 If technical problems prevent or unreasonably delay delivery of the Service, the Client's exclusive and sole remedy is either replacement of the Service or refund of the price paid, as determined by Cerea.
5.5 Consumer Right to Cancel. If the Client qualifies as a consumer under applicable law and unless the below exception applies, the Client has the right to cancel this Agreement within fourteen (14) days from the day after completion of the transaction without giving any reason. To meet the cancellation deadline, it is sufficient that the Client sends communication concerning the exercise of the cancellation right before the expiration of the 14-day period. To cancel, the Client must inform Cerea by contacting info@cerea.ai. For subscription services, the right to cancel is only present following the initial subscription and not upon each automatic renewal.
5.6 Effect of Cancellation. If the Client cancels this Agreement as permitted above, Cerea will reimburse all payments received from the Client without undue delay, and not later than fourteen (14) days after the day on which Cerea is informed of the decision to cancel. The reimbursement will be made using the same means of payment used for the initial transaction, and the Client will not incur any fees as a result of the reimbursement.
5.7 Exception to the Right to Cancel. The Client's right to cancel does not apply to the supply of digital content or services that the Client has started to use, access, or otherwise benefit from.
5.8 Refund Policy. Refunds are provided at the sole discretion of Cerea and on a case-by-case basis and may be refused. Cerea will refuse a refund request if it finds evidence of fraud, refund abuse, or other manipulative behaviour. This does not affect the Client's rights as a consumer in relation to services which are not as described, faulty, or not fit for purpose.
5.9 Subscriptions. Paid subscriptions automatically renew until cancelled. Cerea will notify the Client if the price of a subscription increases and, if required, seek consent to continue. If the Client wishes to cancel a subscription, the Client must contact Cerea at info@cerea.ai at least forty-eight (48) hours before the end of the current billing period. Cancellation will take effect at the next payment date. There are no refunds on unused subscription periods. If the Client is on a free trial, the Client must cancel before the trial expires to avoid being charged.
5.10 If the Client disputes any invoice, it must notify Cerea within fifteen (15) days. Failure to dispute constitutes acceptance.
5.11 Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law.
5.12 Cerea may suspend the Service for non-payment without liability.
6. INTELLECTUAL PROPERTY
6.1 Cerea retains all rights, title, and interest in the Service, including all software, algorithms, models, interfaces, and documentation.
6.2 The Client receives only a limited, non-exclusive, non-transferable license to use the Service during the term.
6.3 The Client shall not reverse engineer, decompile, copy, or create derivative works of the Service.
6.4 Any feedback, suggestions, or improvements provided by the Client become the property of Cerea without compensation.
6.5 Cerea may use anonymized and aggregated data derived from the Service for product improvement, analytics, and benchmarking.
7. AI AND AUTOMATED RESPONSES
7.1 The Service uses artificial intelligence to generate responses. The Client acknowledges and agrees that:
(a) AI-generated responses may contain errors, inaccuracies, or inappropriate content
(b) Cerea does not guarantee the accuracy, completeness, or appropriateness of any AI response
(c) The Client is solely responsible for reviewing and approving the use of AI responses in its business
(d) Cerea is not liable for any decisions made or actions taken based on AI-generated content
7.2 The Client shall not use the Service for any purpose where errors in AI responses could result in personal injury, death, property damage, or significant financial harm without implementing appropriate human oversight and safeguards.
7.3 The Client is responsible for configuring the Service appropriately for its use case and industry requirements.
7.4 The Client expressly assumes all risk arising from AI-generated content delivered to End Users through the Service. Cerea shall have no liability whatsoever to the Client, End Users, or any third party for any harm, loss, or damage caused directly or indirectly by AI-generated responses, including but not limited to incorrect, misleading, incomplete, offensive, or harmful information provided by the AI to End Users. The Client is solely responsible for implementing adequate human oversight and safeguards to prevent harm from AI-generated content.
8. ACCEPTABLE USE
8.1 The Client shall not use the Service to:
(a) Violate any applicable law or regulation
(b) Process personal data without valid legal basis
(c) Send spam, unsolicited communications, or engage in harassment
(d) Distribute malware or engage in phishing
(e) Infringe intellectual property rights of third parties
(f) Engage in fraud, deception, or misrepresentation
(g) Process data of children without parental consent mechanisms where required by applicable law
(h) Process special categories of personal data (such as health, biometric, racial, or religious data) without appropriate safeguards required by applicable law
(i) Operate in regulated industries such as healthcare or finance without ensuring compliance with sector-specific requirements
8.2 Cerea may suspend or terminate the Service immediately if the Client breaches acceptable use terms, without refund or liability.
8.3 The Client shall indemnify Cerea for any claims arising from the Client's violation of acceptable use terms.
9. CLIENT RESPONSIBILITIES
9.1 The Client is solely responsible for:
(a) The accuracy and legality of all data in its CRM and connected systems
(b) Training its staff on proper use of the Service
(c) Configuring the Service appropriately for its business needs
(d) Monitoring conversations and AI responses for quality and compliance
(e) Ensuring human operators are available when required
(f) Maintaining security of its accounts, passwords, and API credentials
(g) Backing up its own data
(h) Compliance with all applicable laws and industry regulations
9.2 Cerea shall not be liable for any issues arising from the Client's failure to fulfill these responsibilities.
10. THIRD-PARTY PLATFORMS
10.1 The Service integrates with third-party platforms including Facebook, Instagram, WhatsApp, and telecommunications providers. Cerea is not responsible for and makes no warranties regarding these platforms.
10.2 Cerea shall not be liable for any loss, damage, or disruption caused by:
(a) Changes to third-party platform APIs, terms, or functionality
(b) Suspension or termination of Client accounts on third-party platforms
(c) Outages or service interruptions of third-party platforms
(d) Data loss caused by third-party platforms
(e) Actions taken by third-party platforms against the Client or its customers
10.3 The Client is solely responsible for compliance with the terms of service of all third-party platforms used in connection with the Service.
10.4 If a third-party platform change renders any feature of the Service unavailable, Cerea may discontinue that feature without liability or refund.
11. DISCLAIMER OF WARRANTIES
11.1 The Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory.
11.2 Cerea expressly disclaims all implied warranties including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.
11.3 Cerea does not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components.
11.4 Cerea makes no representations regarding the accuracy, reliability, or completeness of any responses generated by the AI system.
12. LIMITATION OF LIABILITY
12.1 To the maximum extent permitted by applicable law, the total aggregate liability of Cerea arising out of or related to this Agreement, whether in contract, tort, or any other theory of liability, shall not exceed the total fees paid by the Client to Cerea during the one (1) month immediately preceding the event giving rise to the claim.
12.2 In no event shall Cerea be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, goodwill, data, business opportunities, or anticipated savings, even if Cerea has been advised of the possibility of such damages.
12.3 Cerea shall not be liable for any damages, losses, or claims arising from:
(a) The Client's failure to comply with applicable data protection laws
(b) The Client's failure to provide adequate privacy notices to Data Subjects
(c) Processing carried out in accordance with the Client's instructions
(d) The Client's failure to obtain valid legal basis for processing
(e) Actions or omissions of the Client's employees, agents, or end users
(f) Unauthorized access resulting from the Client's failure to maintain security of access credentials
(g) Data inaccuracies in the Client's CRM or internal systems
(h) Service interruptions caused by third-party platforms including Facebook, Instagram, WhatsApp, or telecommunications providers
12.4 The limitations in this section shall not apply to liability arising from Cerea's gross negligence or willful misconduct, or to the extent such limitation is prohibited by mandatory applicable law.
13. INDEMNIFICATION
13.1 The Client shall indemnify, defend, and hold harmless Cerea and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
(a) The Client's breach of this Agreement
(b) The Client's violation of applicable laws including data protection laws
(c) The Client's failure to obtain necessary consents or provide required notices to Data Subjects
(d) Any claim by a Data Subject resulting from the Client's instructions to Cerea
(e) The Client's use of the Service in a manner not authorized by this Agreement
(f) Any content, data, or information provided by the Client or accessed through the Client's systems
13.2 Cerea shall promptly notify the Client of any claim subject to indemnification and shall allow the Client to control the defense of such claim, provided that Cerea may participate in the defense at its own expense.
14. CONFIDENTIALITY
14.1 Each party agrees to:
(a) Hold the other party's Confidential Information in strict confidence
(b) Not disclose Confidential Information to any third party without prior written consent
(c) Use Confidential Information only for purposes of performing obligations under this Agreement
(d) Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care
14.2 The Client shall treat as confidential all information regarding:
(a) The technical operation, features, and capabilities of the Service
(b) Any security vulnerabilities, bugs, or issues discovered in the Service
(c) Pricing, discounts, or special terms provided by Cerea
(d) Any disputes, claims, or legal proceedings between the parties
(e) Any settlements or resolutions of disputes
14.3 Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault of the receiving party
(b) Was rightfully known to the receiving party prior to disclosure
(c) Is independently developed by the receiving party without use of Confidential Information
(d) Is rightfully obtained from a third party without restriction
14.4 Confidential Information may be disclosed if required by law, regulation, or court order, provided that the disclosing party gives prompt written notice to the other party to allow opportunity to seek protective measures.
14.5 Confidentiality obligations under this section shall survive termination of this Agreement for a period of five (5) years.
15. NON-DISPARAGEMENT
15.1 The Client agrees not to make, publish, or communicate any disparaging, defamatory, or negative statements about Cerea, its Service, its officers, directors, employees, or agents, whether in writing, orally, or through any electronic medium including social media, review platforms, or forums.
15.2 This non-disparagement obligation does not prevent the Client from:
(a) Making truthful statements required by law or legal process
(b) Providing truthful information to regulatory authorities in response to official inquiries
(c) Communicating privately with legal counsel
15.3 In the event of a dispute, the Client agrees not to publicly discuss the nature, facts, or outcome of such dispute without prior written consent from Cerea.
16. NON-DISCLOSURE OF DISPUTES
16.1 Any dispute, claim, arbitration proceeding, or settlement between the parties shall be treated as strictly confidential.
16.2 Neither party shall disclose the existence, nature, or outcome of any dispute to any third party except:
(a) To legal and financial advisors bound by professional confidentiality
(b) To insurers as required by policy terms
(c) As required by applicable law or court order
16.3 Any settlement agreement shall include confidentiality provisions and neither party shall disclose settlement terms or amounts.
17. PUBLICITY
17.1 The Client shall not use Cerea's name, logo, or trademarks in any publicity, advertising, or marketing materials without prior written consent.
17.2 Cerea may identify the Client as a customer in general marketing materials and customer lists unless the Client provides written notice opting out.
18. REMEDIES FOR BREACH
18.1 The Client acknowledges that breach of confidentiality, non-disparagement, or non-disclosure obligations may cause irreparable harm to Cerea for which monetary damages would be inadequate.
18.2 In the event of breach or threatened breach, Cerea shall be entitled to seek injunctive relief, specific performance, or other equitable remedies without the need to post bond or prove actual damages.
18.3 The right to seek equitable relief shall be in addition to any other remedies available at law or in equity, including monetary damages.
18.4 If Cerea prevails in any action to enforce these provisions, the Client shall pay Cerea's reasonable legal fees and costs incurred in such action.
19. LIMITATION PERIOD
19.1 Any claim arising out of or related to this Agreement must be brought within one (1) year after the cause of action accrues, regardless of any statute of limitations to the contrary. Failure to bring a claim within this period constitutes a waiver of such claim.
20. DISPUTE RESOLUTION
20.1 Any dispute arising out of or related to this Agreement shall first be attempted to be resolved through good faith negotiation between the parties for a period of thirty (30) days.
20.2 If negotiation fails, the dispute shall be resolved through binding arbitration conducted in English in Tbilisi, Georgia.
20.3 The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
20.4 Each party shall bear its own costs and expenses in connection with the arbitration, and the parties shall share equally the fees and expenses of the arbitrator.
20.5 The parties agree that any arbitration shall be conducted on an individual basis and not as a class, consolidated, or representative action.
20.6 Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.
21. FORCE MAJEURE
21.1 Cerea shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, power outages, internet or telecommunications failures, cyberattacks, actions or omissions of third-party platforms, or changes in applicable law.
21.2 During any force majeure event, Cerea's obligations shall be suspended without liability for the duration of the event.
21.3 If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement without liability.
22. SERVICE MODIFICATIONS
22.1 Cerea reserves the right to modify, update, or discontinue any feature of the Service at any time without prior notice.
22.2 Cerea may modify the technical requirements for using the Service, and the Client is responsible for maintaining compatible systems.
22.3 New features may be subject to additional terms or fees.
22.4 Cerea shall use reasonable efforts to provide notice of material changes but is not liable for any impact of changes on the Client's business.
23. TERM AND TERMINATION
23.1 Cerea may terminate this Agreement or suspend the Service immediately and without notice if:
(a) The Client breaches any term of this Agreement
(b) The Client fails to pay fees when due
(c) The Client becomes insolvent or enters bankruptcy proceedings
(d) Continued provision of the Service would expose Cerea to legal liability
(e) Required by law, regulation, or third-party platform requirements
23.2 Cerea may terminate this Agreement for convenience upon thirty (30) days written notice. No refund of any fees shall be provided upon termination for any reason.
23.3 Upon termination for any reason, the Client's right to use the Service ceases immediately and Cerea may delete all Client data after thirty (30) days.
23.4 Termination shall not affect accrued rights or obligations, and provisions intended to survive termination shall continue in effect.
24. INSURANCE
24.1 The Client shall maintain appropriate insurance coverage for its business operations, including professional liability and cyber liability insurance.
24.2 Cerea's liability under this Agreement is conditioned on the Client maintaining such insurance.
25. COMPLIANCE RESPONSIBILITY
25.1 The Client is solely responsible for determining whether the Service is appropriate for its industry and regulatory environment.
25.2 Cerea makes no representations that the Service complies with any industry-specific regulations including but not limited to healthcare (HIPAA), financial services, legal services, or telecommunications regulations.
25.3 The Client shall ensure its use of the Service complies with all applicable laws including consumer protection, advertising, telecommunications, and sector-specific regulations.
26. AUDIT RIGHTS
26.1 Cerea may audit the Client's use of the Service to verify compliance with this Agreement.
26.2 If an audit reveals unauthorized use or breach, the Client shall pay the costs of the audit and any additional fees owed.
27. ASSIGNMENT
27.1 The Client may not assign or transfer this Agreement without Cerea's prior written consent.
27.2 Cerea may assign this Agreement to any affiliate or successor without the Client's consent.
28. MODIFICATIONS TO TERMS
28.1 Cerea may modify this Agreement at any time by posting updated terms on its website or notifying the Client by email.
28.2 Continued use of the Service after modifications constitutes acceptance of the modified terms.
28.3 If the Client does not agree to modified terms, its sole remedy is to terminate the Agreement.
29. GENERAL PROVISIONS
29.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
29.2 Severability: If any provision is found unenforceable, the remaining provisions shall continue in effect and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
29.3 Waiver: Failure to enforce any right does not constitute waiver of that right.
29.4 No Partnership: Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
29.5 Notices: Notices to Cerea must be sent by email to info@cerea.ai and are effective upon confirmed receipt.
29.6 Headings: Section headings are for convenience only and do not affect interpretation.
29.7 Language: In the event of any conflict between translations, the English version shall prevail.
29.8 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Georgia, without regard to conflict of law principles.
DATA PROCESSING AGREEMENT
This Data Processing Agreement ("DPA") forms part of the Terms of Service between Cerea and the Client.
1. PARTIES
Data Controller: The Client, as identified in the Terms of Service
Data Processor: Cerea, a company registered in Georgia
2. SUBJECT MATTER AND DURATION
2.1 This DPA governs the processing of Personal Data by Cerea on behalf of the Client in connection with the provision of the Service.
2.2 This DPA shall remain in effect for the duration of the Client's use of the Service and shall terminate upon termination of the Terms of Service.
3. NATURE AND PURPOSE OF PROCESSING
3.1 Cerea processes Personal Data for the following purposes:
(a) Receiving and responding to customer messages via Facebook, Messenger, Instagram, WhatsApp, and website integrations
(b) Handling phone conversations through the call center bot
(c) Retrieving and updating information in the Client's CRM and internal systems as instructed
(d) Transferring conversations to human operators when required
4. TYPES OF PERSONAL DATA
The following categories of Personal Data may be processed:
(a) Contact information (name, email address, phone number)
(b) Communication content (messages, conversation history, call recordings or transcripts)
(c) Account identifiers and social media handles
(d) Any additional data accessed through CRM integration as configured by the Client
5. CATEGORIES OF DATA SUBJECTS
Data Subjects include the Client's customers and any individuals who communicate with the Client through the Service.
6. OBLIGATIONS OF THE PROCESSOR
Cerea shall:
6.1 Instructions: Process Personal Data only on documented instructions from the Client, unless required by law to do otherwise. The Terms of Service and this DPA constitute the Client's complete instructions.
6.2 Confidentiality: Ensure that all persons authorized to process Personal Data are bound by confidentiality obligations.
6.3 Security: Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including encryption of data in transit and at rest, access controls, and regular security assessments.
6.4 Sub-processors: Cerea may engage sub-processors at its sole discretion without prior authorization from or notice to the Client. Cerea shall maintain a list of current sub-processors on its website.
6.5 Assistance with Data Subject Rights: Assist the Client in responding to requests from Data Subjects exercising their rights under applicable data protection laws, including access, rectification, erasure, restriction, portability, and objection.
6.6 Breach Notification: Cerea reserves the right to determine, at its sole discretion, whether and when to notify the Client of a Personal Data breach affecting the Client's data. Cerea shall have no obligation to notify the Client of any breach unless Cerea determines that notification is appropriate.
6.7 Data Protection Impact Assessments: Assist the Client with data protection impact assessments and prior consultations with supervisory authorities where required.
6.8 Deletion: Upon termination of the Service, delete all Personal Data processed on behalf of the Client within 30 days, unless retention is required by applicable law. The Client may request a copy of data before deletion.
7. AUDIT RIGHTS
7.1 Any audit of Cerea's data processing practices by the Client or a third-party auditor shall require Cerea's prior written approval. Cerea reserves the right to deny any audit request at its sole discretion.
7.2 If Cerea approves an audit, it shall be conducted at the Client's sole expense, limited to once per calendar year, subject to a confidentiality agreement, and restricted in scope to the obligations set out in this DPA.
8. OBLIGATIONS OF THE CONTROLLER
The Client shall:
8.1 Ensure that the processing of Personal Data through the Service has a valid legal basis under applicable data protection laws.
8.2 Provide appropriate privacy notices to Data Subjects informing them of the use of the Service.
8.3 Ensure that instructions given to Cerea comply with applicable data protection laws.
9. DATA LOCATION
Personal Data is processed and stored on servers in locations determined by Cerea at its discretion. Cerea may change data storage locations at any time without prior notice to the Client.
10. LIABILITY
Each party shall be liable for damages caused by processing that infringes applicable data protection laws. Cerea shall be liable for damage caused by processing only where it has not complied with obligations specifically directed to processors or where it has acted outside or contrary to lawful instructions of the Client.
11. GOVERNING LAW
This DPA shall be governed by and construed in accordance with the laws applicable to the main Terms of Service, without prejudice to any mandatory provisions of applicable data protection laws.
By using the Service, the Client agrees to the terms of this Data Processing Agreement.
Effective Date: This DPA is effective as of the date the Client begins using the Service.