Terms of Service

These Terms of Service (the "Terms") form a binding agreement between Closin.ai("Closin," "we," "us," or "our") and the organization or individual that accesses the Service ("Customer" or "you"). They govern your access to and use of our AI-powered revenue intelligence platform, our website, and related applications (together, the "Service").

By accessing or using the Service, you agree to these Terms. If you are using the Service on behalf of an organization, you represent that you are authorized to bind that organization, and "you" refers to that organization.

If a signed written agreement between you and Closin covers the Service, that agreement controls where it conflicts with these Terms.

• "Authorized User" means an individual you permit to use the Service under your account, such as an employee or contractor.
• "Beta Feature" means a feature identified as beta, preview, early access, or experimental.
• "Customer Data" means data you or your Authorized Users submit to the Service, including prompts and messages sent to our AI features, and data the Service synchronizes from a Third-Party Platform at your direction.
• "Marketplace" means a third-party software marketplace through which you may purchase a subscription.
• "Output" means forecasts, scores, summaries, recommendations, and other results the Service generates from Customer Data.
• "Third-Party Platform" means an external service you connect to the Service, such as a CRM, messaging tool, identity provider, or email and calendar provider.

• Account security: you are responsible for safeguarding credentials and for all activity under your account. Notify us promptly at support@closin.ai if you suspect unauthorized access.
• Authorized Users:you are responsible for your Authorized Users' compliance with these Terms.
• Administrators: an administrator of your organization can provision and remove users, assign roles, configure integrations, and access usage data and reports for users in your organization.
• Single sign-on and directory provisioning: where you enable SSO or automated user provisioning, you are responsible for the accuracy of the identity data your provider sends and for deprovisioning users who should lose access.
• Eligibility: the Service is for business use and is not directed at individuals under the age of 16.

• Subscription: access is sold on a subscription basis for the term stated in your order form or plan selection.
• Fees: fees are stated in your order form. Unless the order form says otherwise, fees are payable in advance, are non-refundable, and exclude taxes.
• Marketplace purchases:if you purchase a subscription through a Marketplace, that Marketplace's terms govern ordering, billing, invoicing, and refunds. These Terms govern your use of the Service. Where the two conflict on billing, the Marketplace terms control.
• Renewal: subscriptions renew for successive terms of equal length unless either party gives notice of non-renewal at least 30 days before the end of the current term.
• Late payment: we may suspend the Service if undisputed fees remain unpaid 30 days after the due date, after giving you written notice.

You own your Customer Data. These Terms transfer no ownership of Customer Data to us.

You grant us a limited, non-exclusive licence to host, process, transmit, and display Customer Data solely to provide, secure, and support the Service, and to generate Output for you.

• Tenant isolation:Customer Data is processed within your tenant boundary and is separated from other customers' data.
• No sale of data: we do not sell Customer Data or personal information to third parties.
• Your responsibilities: you represent that you have the rights, notices, and consents needed to provide Customer Data to us and to authorize the integrations you enable.
• Aggregated data: we may use aggregated, de-identified data that cannot identify you or any individual to operate and improve the Service.

• Roles: where Customer Data contains personal data, you act as the controller and we act as the processor, processing that data on your documented instructions.
• Data processing agreement: where data protection law requires one, our data processing agreement applies and forms part of these Terms. Request a copy at support@closin.ai.
• Subprocessors: we use subprocessors, including cloud hosting, communications, and AI providers, each bound by written terms. We will give notice of a new subprocessor and a reasonable opportunity to object.
• Security measures: we maintain administrative, technical, and physical safeguards described in our Privacy Policy, including encryption in transit and at rest, role-based access control, and tenant isolation.
• Incident notice: we will notify you without undue delay after we confirm a security breach affecting your Customer Data, and will share the information you reasonably need to meet your own notification duties.

Our handling of personal information is described in our Privacy Policy, which forms part of these Terms.

The Service connects to Third-Party Platforms at your direction. When you enable an integration, you authorize us to access and exchange data with that platform within the permission scope you grant.

7.1 Writes to Your CRM

The Service writes to your connected CRM. This includes creating records such as leads, contacts, and opportunities, and updating fields on existing records, when you or an Authorized User takes an action in the Service that is configured to write.

• You authorize these writes and are responsible for the resulting changes in your CRM, including their effect on your reports, automation, and workflows.
• Your CRM remains the system of record. Where your CRM rejects a write, the Service surfaces the failure, and the record keeps the value held in your CRM.
• You are responsible for the permissions of the CRM account used to authorize the connection. That account's permissions bound what the Service can read and write.

7.2 User-Level Grants

Some integrations, including email and calendar, are authorized by an individual Authorized User for that user's own account, not by an administrator on their behalf. Participation is per user and the user may revoke it at any time. Revoking a grant stops further synchronization from that account.

7.3 Messaging Platforms

Where you connect a messaging platform, the Service may post messages, respond to mentions and direct messages, and accept commands in the channels and conversations you authorize. Content the Service posts is visible to the members of those conversations.

7.4 General

• Your use of a Third-Party Platform is governed by your agreement with that provider, not by these Terms.
• We are not responsible for a Third-Party Platform's availability, accuracy, or practices.
• A change or interruption to a Third-Party Platform may affect Service features that depend on it.

We may issue credentials that let an external client or AI host connect to the Service programmatically.

• Credentials are bound to one user. Do not share, publish, or embed a credential in a place others can read. You are responsible for all activity under a credential issued to your account.
• Scope:a credential grants access only to the tenant and data that the issuing user may already access. It does not widen that user's permissions.
• External hosts: if you connect a third-party client or AI host, Customer Data flows to that host under its terms and privacy practices, not ours. Review them before you connect.
• Limits: we may apply rate limits and quotas, and may suspend a credential that threatens the stability or security of the Service.

The Service uses artificial intelligence and machine learning to produce forecasts, deal health scores, predictive analytics, and conversational responses. Where you interact with a conversational feature, you are interacting with an automated system, not a person.

• Output is not advice. Output is probabilistic and may be incomplete or incorrect. Apply your own judgment before you act on it. Do not rely on Output as the sole basis for a financial, legal, employment, or other consequential decision.
• No cross-customer training. We do not use your Customer Data to train models shared with other customers.
• Subprocessors. We may use third-party AI providers to power certain features. Data sent to those providers is subject to our data processing agreements and is not used to train their general models.
• Output ownership. As between you and Closin, you own Output generated from your Customer Data. Output may not be unique, and we may generate similar results for other customers.

The Service offers agents that run on a schedule or in response to an event, and that can analyze data, generate reports, and send notifications according to the configuration you choose.

• An agent acts under your configuration and within the permissions you grant it. You are responsible for how you configure an agent and for the actions it takes.
• Review an agent's configuration before you enable it, particularly where it writes data or sends messages to people.
• You may disable an agent at any time. Disabling it stops future runs and does not reverse actions already taken.

The Service lets you save and organize reports, dashboards, and views, and share them with others in your organization.

• Sharing an item makes it visible to the users you share it with, subject to their role.
• Sharing a folder grants access to the items inside it. Check what a folder contains before you share it.
• You are responsible for what your Authorized Users share and with whom.

We send operational messages about the Service, such as alerts, digests, forecast reminders, and system notifications, by email and through connected messaging platforms.

• You can adjust notification preferences in the Service, and each subscription email carries an unsubscribe link.
• Service and account messages, such as security, billing, and legal notices, are part of the Service and continue while your account is active.
• You consent to receive these communications and to transact with us electronically.

We may make a Beta Feature available to you. A Beta Feature is provided "as is," may change or be withdrawn at any time, and is excluded from any availability commitment, support commitment, and service credit. Evaluate a Beta Feature before you rely on it in production. We may collect usage information about a Beta Feature to improve it.

You agree not to:

• Use the Service in violation of applicable law, or to infringe the rights of others.
• Reverse engineer, decompile, or attempt to derive the source code or underlying models of the Service, except where applicable law forbids that restriction.
• Resell, sublicense, or provide the Service to a third party as a service bureau, unless your order form permits it.
• Probe, scan, or test the vulnerability of the Service without our prior written consent, or circumvent any access control, rate limit, or usage limit.
• Upload malicious code, or interfere with the integrity or performance of the Service.
• Use the Service to build a competing product, or to benchmark it for public release without our prior written consent.

We may suspend access without prior notice if your use presents a security risk, threatens the Service, or exposes us or another customer to liability. We will restore access once the cause is resolved.

Each party may receive information the other marks as confidential, or that a reasonable person would understand to be confidential. The receiving party will protect that information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors who need it and are bound by comparable duties.

These duties do not apply to information that is public through no fault of the receiving party, was already known to it, or is independently developed. A party may disclose confidential information when law compels it, after giving the other party notice where the law permits notice.

We and our licensors own the Service, including all software, models, documentation, and trademarks, and all associated intellectual property rights. These Terms grant you a limited, non-exclusive, non-transferable right to access and use the Service during your subscription term. We reserve all rights we do not expressly grant.

If you send us feedback or suggestions, we may use them without restriction or obligation to you.

We aim to keep the Service available and provide support during our standard business hours. Specific availability commitments, support response targets, and any service credits apply only where your order form or a separate service level agreement states them.

We may perform scheduled maintenance and will use reasonable efforts to give advance notice of maintenance that we expect to cause a material interruption.

• Term: these Terms apply while you have an active account or subscription.
• Termination for cause: either party may terminate if the other materially breaches these Terms and fails to cure within 30 days of written notice.
• Effect of termination: your right to access the Service ends. You remain liable for fees accrued before termination. Data the Service previously wrote to your CRM stays in your CRM.
• Data export and deletion: for 30 days after termination you may request an export of Customer Data. After that period we may delete Customer Data. You may request deletion at any time by contacting support@closin.ai. Encrypted backups age out on the schedule stated in our Privacy Policy.
• Survival: Sections 5, 6, 15, 16, 19, 20, 21, 22, and 23 survive termination.

Except as expressly stated in these Terms or a signed agreement, the Service and all Output are provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Service will be uninterrupted or error free, or that Output will be accurate or complete.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility.

Each party's total liability arising out of or relating to these Terms will not exceed the fees you paid or owed for the Service in the 12 months before the event giving rise to the claim.

These limits do not apply to your payment obligations, to either party's indemnification obligations, or to liability that applicable law does not permit us to limit.

We will defend you against a third-party claim alleging that the Service, when used as permitted, infringes that party's intellectual property rights, and will pay damages finally awarded or agreed in settlement.

You will defend us against a third-party claim arising from your Customer Data, your use of the Service in breach of these Terms, or your violation of law, and will pay damages finally awarded or agreed in settlement.

Each party's obligation depends on the other giving prompt notice, reasonable cooperation, and control of the defense.

The Service is subject to United States export control and sanctions laws. You represent that you are not located in, and are not owned or controlled by a party located in, a country or region subject to comprehensive sanctions, and that you and your Authorized Users are not on any restricted party list. You agree not to export, re-export, or make the Service available in violation of those laws.

These Terms are governed by the laws of the State of California, United States, without regard to its conflict of law rules. The state and federal courts located in California have exclusive jurisdiction, and each party consents to that jurisdiction and venue.

Before filing a claim, each party agrees to attempt to resolve the dispute informally by contacting the other at the addresses in Section 26.

We may modify the Service over time. We will not materially reduce core functionality during a paid subscription term without giving you notice.

We may update these Terms. We will post the updated Terms with a new effective date and, for material changes, notify you within the Service or by email at least 30 days before they take effect. Your continued use after the effective date constitutes acceptance.

• Entire agreement: these Terms and any referenced policies and order forms are the entire agreement between the parties on this subject.
• Assignment:neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets.
• Severability: if a provision is unenforceable, the rest remains in effect.
• No waiver: a failure to enforce a provision is not a waiver of it.
• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control.
• Publicity: we will not use your name or logo publicly without your prior written consent.

If you have questions about these Terms, or need to send a legal notice, contact us:

• Closin.ai
• Email: support@closin.ai