Terms of Service

Last updated: June 17, 2026

Effective date: June 17, 2026

1. Definitions

In these Terms:

• "Account" means your registered user account on the Services.
• "AI-Generated Content" means content created by our Services using large language models (Claude, GPT, Gemini, etc.).
• "Customer Data" means all data you submit, upload, or generate through the Services, including prompts, websites, keywords, and generated content.
• "Services" means Semly Pro's SaaS platform, including but not limited to: Content Gap Pro, Content Creation Pro, SEO Checklist Pro, AI Tracking Pro, MCP server, CMS integrations, WordPress plugin, and all related features.
• "Subscription" means your paid plan (Pro, Business Pro, or Managed).
• "We", "us", "our" means Semly Pro, Amsterdam, Netherlands.
• "You", "your" means the individual or entity using the Services.

2. Account Registration and Use

2.1 Account Creation

To use the Services, you must:

• Provide accurate, complete registration information (name, email, organization)
• Maintain the security of your account credentials
• Be at least 18 years old (or the age of majority in your jurisdiction)
• Not be prohibited from using the Services under applicable law

2.2 Account Security

You are responsible for all activities under your Account, whether or not authorized by you. You must notify us immediately at security@semlypro.com of any unauthorized access or security breach.

2.3 Organization Accounts

If you create an organization account, you represent that you have authority to bind that organization. You may invite team members to your organization. You are responsible for your team members' use of the Services.

3. Subscriptions and Payment

3.1 Subscription Plans

We offer monthly and annual subscription plans with different features and usage limits. Current plans and pricing are available at semlypro.com/pricing.

3.2 Billing

Recurring Billing: Subscriptions automatically renew at the end of each billing period (monthly or annual) until you cancel. You authorize us to charge your payment method for each renewal.

Payment Methods: We accept payments via Stripe (EUR/USD) and Razorpay (INR). By providing payment information, you represent that you are authorized to use that payment method.

Price Changes: We may change pricing with 30 days advance notice. Price changes apply to renewals after the notice period. If you do not agree to a price increase, you may cancel your subscription.

3.3 Taxes

Prices exclude applicable taxes (VAT, GST, sales tax, etc.). You are responsible for paying all taxes associated with your purchase. For EU B2B customers with valid VAT IDs, reverse charge mechanism applies.

3.4 Failed Payments

If a payment fails, we will retry according to our dunning schedule (days 1, 3, 7, 14). After 14 days of failed payments, we may suspend or downgrade your account. You remain liable for any unpaid amounts.

4. Cancellation and Refunds

4.1 Cancellation by You

You may cancel your subscription at any time through your account settings or by contacting support@semlypro.com. Cancellations take effect at the end of your current billing period. You will retain access until that date.

EU Cancellation Button: EU customers can use the cancellation button in account settings to cancel within the statutory 14-day cooling-off period.

4.2 Refund Policy

EU Right of Withdrawal: EU consumers have a 14-day right of withdrawal from the date of purchase. However, by using the Services (generating content, running audits, etc.), you expressly request immediate performance and acknowledge that you waive your right of withdrawal for Services already performed.

Pro-rata Refunds: We do not offer pro-rata refunds for mid-cycle cancellations. You will retain access until the end of your paid period.

Exceptional Refunds: We may issue refunds at our discretion for service failures, billing errors, or other exceptional circumstances. Contact billing@semlypro.com to request a refund.

Annual Plans: Annual subscriptions are non-refundable after the 14-day EU withdrawal period, except as required by law or at our discretion.

4.3 Cancellation by Us

We may suspend or terminate your Account if you:

• Violate these Terms or our Acceptable Use Policy
• Fail to pay amounts due after the dunning period
• Engage in fraudulent or illegal activity
• Abuse the Services or harm other users

For material breaches, we will provide 7 days notice and opportunity to cure. For illegal activity, fraud, or abuse, we may terminate immediately without notice or refund.

5. AI-Generated Content: Your Responsibilities

5.1 Review Obligation

Before publishing any AI-Generated Content, you must:

• Verify factual accuracy: AI models may hallucinate facts, statistics, or quotes
• Check for copyright infringement: AI outputs may inadvertently reproduce protected expression
• Review for bias and appropriateness: AI models may reflect biases from training data
• Ensure compliance with laws: Including advertising standards, data protection, and sector-specific regulations
• Add proper attribution: Comply with the EU AI Act requirement to label AI-generated content (see Section 5.5)

5.2 No Training on Your Data

Our AI providers (Anthropic, OpenAI, Azure, Google) have committed not to train their models on your data submitted through the Services. However, standard API terms apply to each provider's use of API data for safety and abuse monitoring.

5.3 Prohibited Content

You may not use AI-Generated Content to create:

• Illegal, fraudulent, or deceptive content
• Content that infringes copyright, trademark, or other intellectual property rights
• Hate speech, harassment, or content targeting protected groups
• Misinformation or disinformation intended to mislead
• Spam, malware, or phishing content
• Content violating our Acceptable Use Policy

5.4 Content Ownership

Your Content: You retain all rights to Customer Data you submit to the Services.

AI-Generated Content: As between you and us, you own AI-Generated Content you create using the Services, subject to:

• Our underlying intellectual property rights in the Services
• Third-party intellectual property rights that may exist in AI outputs
• Your obligations under these Terms and applicable law

Copyright Uncertainty: The copyright status of AI-generated content is evolving under EU and international law (see CJEU Case C-250/25 pending decision late 2026). We make no representation that AI-Generated Content is free from third-party claims or eligible for copyright protection.

5.5 EU AI Act Labeling Requirement

Effective August 2, 2026: Under EU AI Act Article 50, you must label AI-generated content published within the EU in a manner that is:

• Clear and distinguishable to humans
• Machine-readable (using appropriate metadata)
• Visible before or at the start of the content

We provide tools to help you comply with this requirement, but you are responsible for ensuring compliance. See our AI Act Compliance Guide for implementation details.

6. Liability and Indemnification

6.1 Our Liability Limitations

Service Provided "AS IS": We provide the Services on an "as is" and "as available" basis. We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

AI Content Limitations: We do not warrant that AI-Generated Content will be accurate, error-free, or free from copyright infringement. We provide AI-powered tools; you control how you use them and what you publish.

No Consequential Damages: To the maximum extent permitted by law, we are not liable for indirect, incidental, consequential, special, or exemplary damages, including lost profits, data loss, or business interruption, even if advised of the possibility of such damages.

Liability Cap: Our total liability to you for all claims arising from or related to the Services is limited to the amount you paid us in the 12 months before the claim arose.

Exceptions: These limitations do not apply to:

• Our gross negligence or willful misconduct
• Data breaches caused by our failure to implement required security measures
• Liability that cannot be excluded or limited under applicable law (including EU consumer protection laws)

6.2 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Semly Pro, our officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from or related to:

• Your use of the Services: Including published AI-Generated Content, Customer Data, and integrations you configure
• Copyright infringement: Claims that content you published using our Services infringes third-party copyrights, trademarks, or other intellectual property rights
• Data protection violations: Claims arising from your processing of personal data through the Services in violation of GDPR, CCPA, or other data protection laws
• Breach of Terms: Your violation of these Terms, our Acceptable Use Policy, or applicable law
• Third-party claims: Claims by your end-users, customers, or other third parties related to your use of the Services

Carve-outs: You are not required to indemnify us for claims arising solely from:

• Our failure to provide the Services as described
• Our breach of this Agreement or the Data Processing Agreement
• Our gross negligence or willful misconduct

6.3 Payment Processor Requirements

Stripe Indemnification: You acknowledge that your use of payment processing through Stripe is subject to the Stripe Services Agreement. You agree to indemnify us for any liabilities arising from your payment processing activities to the extent required by the Stripe SSA.

6.4 Third-Party Services

We integrate with third-party services (Google Analytics, CMS platforms, AI providers). We do not endorse, recommend, or guarantee these services. Your use of integrated third-party services is at your sole risk and subject to their terms of service and privacy policies.

7. Acceptable Use and Conduct

You must comply with our Acceptable Use Policy and all applicable laws. Prohibited activities include but are not limited to:

• Reverse engineering, decompiling, or attempting to extract source code
• Interfering with or disrupting the Services or servers
• Accessing data not intended for you or logging into accounts you're not authorized to access
• Automated scraping or data mining beyond reasonable API usage
• Reselling or sub-licensing the Services without written authorization
• Using the Services to compete with us or build a similar product
• Circumventing usage limits or access controls
• Transmitting viruses, malware, or other malicious code

8. Intellectual Property

8.1 Our IP Rights

We (and our licensors) own all rights, title, and interest in the Services, including software, algorithms, user interfaces, trademarks, and documentation. These Terms do not grant you any ownership rights in the Services.

8.2 Your License to Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business or personal purposes, subject to your plan limits.

8.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, we may use them without obligation or compensation to you. You grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback.

9. Data Protection and Privacy

9.1 Privacy Policy

Our Privacy Policy explains how we collect, use, and protect your personal data. By using the Services, you consent to our privacy practices.

9.2 Data Processing Agreement

When you use the Services to process personal data, our Data Processing Agreement (DPA) applies. The DPA incorporates EU Standard Contractual Clauses (Module 2) and UK IDTA A1.0 for international data transfers.

9.3 Your Data Protection Obligations

You are responsible for:

• Determining lawful bases for processing personal data
• Obtaining necessary consents from data subjects
• Providing privacy notices to data subjects
• Complying with GDPR, CCPA, and other applicable data protection laws
• Not including sensitive personal data (GDPR Article 9 special categories) in AI prompts without explicit consent

10. MCP Server Integration

10.1 MCP Terms

Use of our MCP (Model Context Protocol) server to connect AI assistants (Claude, ChatGPT, etc.) to Semly Pro is governed by our MCP Terms, which are incorporated by reference.

10.2 Scope Control

You control the scope of access granted to connected AI assistants (read-only insights vs. content generation and publishing). You are responsible for reviewing and revoking access as needed.

10.3 API Rate Limits

MCP server usage is subject to rate limits and plan quotas. Excessive usage may result in throttling or temporary suspension.

11. Service Availability and Support

11.1 Uptime

We strive for 99.9% uptime but do not guarantee uninterrupted service availability. We may perform scheduled maintenance with advance notice. Emergency maintenance may occur without notice.

11.2 Support

Support levels vary by plan:

• Pro: Email support (48-hour response SLA)
• Business Pro: Priority email support (24-hour response SLA)
• Managed: Priority support + onboarding + strategy calls

11.3 Service Changes

We may modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice. We are not liable for modifications unless they materially reduce functionality, in which case you may terminate your subscription for a pro-rata refund.

12. Term and Termination

12.1 Term

These Terms begin when you create an Account and continue until terminated by you or us.

12.2 Termination by You

You may terminate at any time by canceling your subscription and deleting your Account. Termination takes effect at the end of your billing period.

12.3 Termination by Us

We may terminate your Account for cause (breach of Terms, illegal activity, abuse) with 7 days notice and opportunity to cure, or immediately for material violations. We may also terminate without cause with 30 days notice.

12.4 Effect of Termination

Upon termination:

• Your access to the Services ends immediately (or at end of billing period for voluntary cancellations)
• We will delete your data per our DPA Section 7 (30 days for production data, 90 days for backups)
• You may export your data before termination using our export tools
• You remain liable for any unpaid amounts
• Sections that by their nature should survive (indemnification, liability limitations, dispute resolution) continue to apply

13. Governing Law and Disputes

13.1 Governing Law

These Terms are governed by the laws of the Netherlands, without regard to conflict of law principles.

13.2 Jurisdiction

Any disputes arising from these Terms will be resolved exclusively in the courts of Amsterdam, Netherlands.

13.3 EU Consumer Rights

If you are an EU consumer, you may also bring proceedings in the courts of your country of residence. Nothing in these Terms affects your rights under mandatory EU consumer protection laws.

13.4 Informal Resolution

Before filing a claim, please contact us at legal@semlypro.com to attempt informal resolution. Most disputes can be resolved this way.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy, DPA, Acceptable Use Policy, and MCP Terms, constitute the entire agreement between you and us regarding the Services.

14.2 Changes to Terms

We may modify these Terms from time to time. We will notify you of material changes by email and by posting a notice on the Services at least 30 days before the effective date. Your continued use after the effective date constitutes acceptance. If you do not agree, you may terminate your subscription without penalty.

14.3 Assignment

You may not assign these Terms without our written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

14.4 Severability

If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary, and the remaining provisions will remain in full effect.

14.5 Waiver

Our failure to enforce any provision is not a waiver of our right to enforce it later. Waivers must be in writing and signed by us to be effective.

14.6 Force Majeure

We are not liable for delays or failures caused by events beyond our reasonable control (natural disasters, war, terrorism, pandemics, government actions, infrastructure failures).

14.7 Export Control

You must comply with all applicable export control laws. You represent that you are not located in an embargoed country or on any government restricted party list.

15. Contact Information

Related legal documents:
Privacy Policy | Data Processing Agreement | Acceptable Use Policy | Refund Policy | MCP Terms