Terms of Service

A. Elastic Inc ("Close", "We") provides its Service (as defined below) to you through its web site located at https://close.com (the "Site"), application programming interface (the "API"), or any mobile application (the "Mobile App", together with the Site and the API, the "Application") that Close may offer from time to time, subject to this Terms of Service agreement ("TOS"). By accepting this TOS or by accessing or using the Service or Application, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service. Any actions you, or any of your employees, consultants, agents, representatives, and users take on the Service shall be deemed to have occurred on behalf of your legal entity.

B. You can review the most current version of this TOS at any time at https://close.com/tos/. If any term of this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.

The "Service" means (a) the Application, (b) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the Application, including third-party provided software incorporated into the Application (collectively referred to as the "Content") and all modifications thereto.

Close reserves the right to alter the Service at any time. Certain features of the Service may not be available in all countries. We reserve the right to limit or make available the Service or parts of the Service depending on location. For example, certain features like SMS may be limited to the US and Canada or we may limit the availability of calling numbers for specific countries, regions, or type of number (e.g. premium numbers) available in certain countries.

Close occasionally develops and offers limited beta releases for new features. To participate in a beta release, you must explicitly agree to the additional terms and conditions for such beta release that are presented to you.

The Service may include new or different features from time to time. The Service is provided "as-is". That means the Service may include bugs that impact your ability to use the Service and/or may impact your business. Close is not liable for your use of the Service.

A. Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes and in compliance with all applicable local, state, and federal laws, including the Telephone Consumer Protection Act (TCPA), the Federal Trade Commission’s National Do Not Call Registry, CAN-SPAM Act, telemarketing regulations, and state and federal laws governing recording phone calls. Certain features of the Service, such as predictive or power dialer capabilities, may be prohibited in your location. Prior to using the Service, you must ensure that any such use is permitted in your jurisdiction. You shall comply with any codes of conduct, policies or other notices Close provides you or publishes in connection with the Service, and you shall promptly notify Close if you learn of a security breach related to the Service. Without limiting any of the foregoing, you agree to comply, and require that your employees, consultants, agents, representatives, and users comply, with all applicable laws, whether federal, state, local or international, relating to the privacy of communication for all parties to a conversation, including, when required, advising all participants in a recorded telephone call or video chat, that the call or chat is being recorded.

B. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Close. As a user of the Service, you may lease phone numbers associated with your account from Close. There is no guarantee that these numbers will remain yours. In the event that you downgrade your Service or you terminate your Service, you will forfeit any phone numbers associated with your account. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.

C. The Service is protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in the TOS, Close, its suppliers and licensors own all right, title and interest in and to the Service, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.

D. Any software that may be made available by Close in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Close hereby grants you a personal, non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by Close for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Close or any third party is granted to you in connection with the Service.

E. You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter "transfer(ring)") in connection with or relating to the Service ("Your Content"). By making Your Content available through the Services, you hereby grant to Close an irrevocable, transferable, sublicensable (through multiple tiers), fully paid, royalty-free and worldwide right and license to use, copy, access, store, modify and display Your Content: to further Close’s legitimate interests in providing the Services; to provide, maintain and improve the Services; to perform such other actions as authorized by you in connection with your use of the Services including for use as inputs in features incorporating Artificial Intelligence (as defined below), whether developed by Close or third-parties; and such other purposes identified in Close’s Privacy Policy (as defined below). Close does not claim any ownership rights in Your Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit Your Content. Close will not access, view or process Your Content, except (a) as provided for in this Agreement or the Privacy Policy; (b) as authorized or instructed by you; (c) as required to perform its obligations under this Agreement; or (d) as required by applicable law. We have the right, but not the obligation, to remove any of Your Content that we determine in our sole discretion to be offensive content. We also have the right, but not the obligation, to limit or revoke the use privileges of anyone who posts such content or engages in unacceptable behavior on or through the Service. We reserve the right to delete Your Content if you cancel your account with us; however, subject to the TOS and Privacy Policy, Your Content will remain retrievable for 30 days after the termination of your account. Close warrants that your personally identifiable information will be treated in accordance with its Privacy Policy and applicable law. Except as provided under this Agreement, Close has no other obligations with respect to Your Content. As used herein, “Artificial Intelligence” or “AI” means computer systems and algorithms that replicate human cognitive functions and decision-making processes, including machine learning, natural language processing, and autonomous decision-making.

F. Close may collect information about your use of the Service ("Usage Data"). Usage Data may be used for data analytics purposes to review, analyze, and optimize the Service.

G. Close may collect information from third party services via integrations you initiate ("Connected Account Data"). Connected Account Data may be stored and processed by Close after an integration is disconnected for the purpose of providing the Close Service. Connected Account Data is maintained for the duration your organization's Close account is active.

H. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. Close reserves the right to access your account for purposes that Close deems appropriate, for example to respond to your requests for technical support or account management. By transferring Your Content on or through the Service, You hereby do and shall grant Close a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. Close has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that Close may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

I. You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks, (b) changes to conform and adapt to technical requirements of connecting networks or devices, and (c) transmission to Close’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Close will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.

J. The failure of Close to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Close, even though it is electronic and is not physically signed by you and Close, and it governs your use of the Service and takes the place of any prior agreements between you and Close.

K. Close reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Close’s website and in other communication with existing or potential Close customers. To decline Close this right you need to email support@close.com stating that you do not wish to be used as a reference.

L. Twilio restrictions and requirements. You acknowledge and agree (a) that Close is acting as a distributor of Twilio, or an affiliate of Twilio, as applicable, in brokering the provision of communications services involving voice calling or text messaging capabilities for the categories of phone numbers directly to you (the “Number-Based Communications Services”); (b) that the provision and your use of the Number-Based Communications Services in any of the countries set forth in the applicable Numbering Requirements (as defined below) is subject to the Twilio Terms of Service, available at https://www.twilio.com/legal/tos, excluding any payment obligations to Twilio set forth therein (“Twilio Terms”); (c) to be the only final user of any Number-Based Communications Services; (d) not to sub assign, sub-allocate, or resell the Number-Based Communications Services whatsoever; and (e) to cooperate with, and be represented by, Close regarding all matters relating to Twilio and the Number-Based Communications Services. Your failure to comply with the requirements of this Subsection L will provide Close and Twilio each the right to suspend the provision of the Number-Based Communications Services. For the avoidance of doubt, Twilio’s provision of the Number-Based Services directly to you does not create any contractual relationship between you and Twilio whatsoever. “Numbering Requirements” means the legal and regulatory requirements set forth at https://www.twilio.com/en-us/legal/numbering-requirements.

M. Your cooperation with Twilio. You will promptly and reasonably cooperate with Close and Twilio, as Close and Twilio may request in writing in connection with any information request or investigation (a) regarding complaints or any other matters in connection with the Number-Based Communications Services, whether such an information request or investigation is initiated by Twilio or by any third party, including, without limitation, law enforcement, regulators, or telecommunications providers, or (b) to ensure compliance with the Twilio Terms or applicable law or regulation. You further agree that Twilio may suspend its provision of the Number-Based Communications Services in accordance with the Twilio Terms.

N. Close reserves the right at any time to modify or discontinue, temporarily or permanently, your account and/or the Service (or any part thereof) with or without notice. Close shall not be liable to you or to any third party for any modification, price change, change in capacity or accessibility, suspension or discontinuance of the Service. Close may limit your use of the Service for any reason at all, in Close’s sole discretion. You agree that any termination or limitation of your access to the Service may be without prior notice, and you agree that Close will not be liable to you or any third party for such change or termination. If Close terminates this TOS or your access or use of the Service due to your breach of this TOS or any suspected fraudulent, abusive, or illegal activity, then termination of this TOS shall be in addition to any other remedies Close may have at law or in equity.

To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Close information regarding your credit card or other payment instrument. Such payment plan may include the option to prepay for your access to the Service before it begins or to receive an invoice for payment after your use of the Service has begun. Additional information on our payment plans is available at https://close.com/pricing/, on the Site, or in the order form confirming your purchase. To the extent your use of the Service exceeds the usage limits provided for in your payment plan, you were not invoiced for services rendered, or you missed any payments due on your account, Close reserves the right to recover such fees and charge you standard and overage fees for any such regular and excessive use. You represent and warrant to Close that any payment information you provide is true and that you are authorized to use the payment instrument for this Service. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Close the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS. You hereby authorize Close to bill your payment instrument in advance of receipt of any Service on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Close know in writing within sixty (60) days after the date that Close invoices you. We reserve the right to change Close’s prices. If Close does change the pricing plans, Close will provide notice of the change on the Application or in email to you, at Close’s option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Your failure to provide payment in accordance with your payment plan on a timely basis shall afford Close the right to terminate your access to the Service. All fees are non-refundable and exclusive of applicable taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees Close incurs collecting late amounts.  Without limiting the foregoing, you agree to pay all costs, fines and penalties that are imposed on Close by any government or regulatory body or any telecommunications provider (including any such costs, fines and penalties passed on to Close from any of its commercial partners or vendors) as a result of your or any Authorized User’s use of the Service.

You represent and warrant to Close that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow Close to perform its obligations) in connection with the Service without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Close’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; (iv) you will not present the results generated by the Services as solely human generated; (v) you will not use the Services to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision, (vi) you will comply with all applicable local, state, federal and international laws including TCPA, the Federal Trade Commission’s National Do Not Call Registry, CAN-SPAM Act, telemarketing regulations, and laws governing recording phone calls; and (vii) you are eighteen (18) years of age or older. Without limiting the foregoing, you represent and warrant that you shall seek the appropriate consent for any unsolicited marketing calls, agree not to sell your data, and only use any features available on the Service in locations where such features are permissible.

You have the right to terminate your account at any time in accordance with the procedures set forth on the Application. Close reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of Your Content in the Service, for any reason, including if Close believes that you have violated this TOS. Close shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. Close will use good faith efforts to contact you to warn you prior to suspension or termination of your account by Close. All of Your Content on the Service (if any) may be permanently deleted by Close upon any termination of your account in its sole discretion subject to the Privacy Policy. If Close terminates your account without cause and you have signed up for a fee-bearing service, Close will refund the prorated, unearned portion of any amount that you have prepaid to Close for such service. However, all accrued rights to payment and the terms of Section 4-17 shall survive termination of this TOS.

THE SERVICE, INCLUDING THE APPLICATION AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. CLOSE AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, CLOSE AND ITS THIRD-PARTY LICENSORS DISCLAIM ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. CLOSE OFFERS NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATED TO INTELLECTUAL PROPERTY OR OTHER RIGHTS IN CONTENT OR THE APPLICATION, AND YOU USE CONTENT AND THE APPLICATION AT YOUR OWN RISK WITH REGARD TO ALL SUCH RIGHTS. CLOSE DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION WILL BE FREE OF CONTENT THAT INFRINGES THIRD PARTY RIGHTS, INCLUDING WITHOUT LIMITATION PRIVACY AND INTELLECTUAL PROPERTY RIGHTS. CLOSE AND ITS THIRD-PARTY LICENSORS FURTHER DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CLOSE FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CLOSE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE FREE FROM THIRD PARTY INTERFERENCE OR OTHERWISE SECURE. CLOSE DOES NOT MAKE ANY WARRANTY REGARDING THE RESULTS OBTAINED FROM USING AI FUNCTIONS OR THE ACCURACY OR SUITABILITY FOR YOUR NEEDS OF ANY INFORMATION OBTAINED THROUGH AI FUNCTIONS. YOU UNDERSTAND AND AGREE THAT USE OF ANY SUCH INFORMATION OBTAINED THROUGH USING AI FUNCTIONS IS AT YOUR SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CLOSE OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.

7.2 Disclaimer. You assume sole responsibility and liability for results, recommendations, and Content obtained from the use of the Services and for conclusions drawn or actions taken from such use. Close shall have no liability for any claims, losses, or damage caused by errors or omissions in any information you provided to Close in connection with the Services or any actions taken by Close at your direction. Close shall have no liability for any claims, losses or damages arising out of or in connection with your or any Authorized User’s use of any third-party products, services, software, or web sites that are accessed via links from within the Services.

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A. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL CLOSE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, DATA BREACH, OR BUSINESS INTERRUPTION, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

B. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, CLOSE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

You shall defend, indemnify, and hold harmless Close from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service, including without limitation any claims for copyright infringement, defamation, invasion of privacy or right of publicity arising out of or in connection with any unauthorized use of the Service, violation of any applicable laws including TCPA, the Federal Trade Commission’s National Do Not Call Registry, CAN-SPAM Act, telemarketing regulations, and state and federal laws around recording phone calls, and any third-party litigation arising out of your use of the Service. Close shall provide notice to you of any such claim, suit or demand. Close reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Close’s defense of such matter.

Close may change this TOS from time to time with at least 30 days' prior notice. You can review the most current version of this TOS at any time at https://close.com/tos/. "Prior notice" means the revised terms and conditions will be posted on the Service. If you use the Service within 30 days after the notice had been posted, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.

You may not assign this TOS without the prior written consent of Close, but Close may assign or transfer this TOS, in whole or in part, without restriction.

This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by Close in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute relating to your access to or use of the Service.

The parties agree that any dispute with respect to any matter covered under this TOS, including any disputed claim for indemnification, will be submitted to mandatory, final and binding arbitration before with the San Francisco, California branch of JAMS ("JAMS"), governed by JAMS' Commercial Rules of Arbitration applicable at the time of the commencement of the arbitration (the "JAMS Rules") and heard before one arbitrator. You and Close shall attempt to mutually select the arbitrator. In the event we are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed by the JAMS Rules. Each party shall bear its own attorneys’ fees, expert witness fees, and costs associated with any arbitration pursuant to this Section 13.

Please visit https://close.com/privacy/ to understand how Close collects and uses personal information.

Information on how Close complies with EU Data Protection Laws including the Irish Data Protection Acts as amended and the General Data Protection Regulation (Regulation (EU) 2016/679) can be found by visiting https://close.com/gdpr/.

Definition. By virtue of your use of the Service, the parties may have access to each other’s Confidential Information. "Confidential Information," as used in this TOS, means any written, machine-reproducible and/or visual materials, whether labeled as proprietary, confidential, or with words of similar meaning or not, and all information that is orally or visually disclosed, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Close Confidential Information includes, without limitation, the Usage Data, including the content therein, including any Software whether in source or executable code, documentation, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Service.

Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.

Use and Nondisclosure. During the term and for a period of five (5) years after expiration or termination of your use of the Service, you shall not make the Close’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising your rights and performing your obligations under this TOS. You shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this TOS, but in no event will you use less effort to protect the Confidential Information of the other party than you use to protect your own Confidential Information of like importance. You will ensure that any agents or subcontractors that are permitted to access any of Close’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information.

The Service is conducted electronically and you agree that Close may communicate electronically with you for any matters relating to the Service, including but not limited to information and notifications regarding product updates, payments, and ways to more efficiently use the Service, and legal notices of any kind, including cancellation and termination, unless prohibited by law. Any notices to be provided to you under this TOS shall be sent by electronic mail to the last email address that we have on file for you, and you hereby consent to receiving any such notice by electronic mail. Notice shall be deemed to have been given by Close on the date we sent the relevant electronic communication with applicable receipt of delivery.

Under California Civil Code Section 1789.3, California users take notice of the following consumer rights notice: If you have a question or complaint regarding the Service, please send an email to support@close.com.