Close180 Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY. This Terms of Use agreement (the “Terms”) is a legal agreement between you (the individual or entity using Close180) and Close180.com (“Close180”, “Company”, “we”, or “us”). Close180 is a software-as-a-service platform headquartered at 325 Front St West, Toronto, ON M5V 2Y1, Canada. By registering an account, accessing, or using the Close180 platform (the “Platform” or “Service”), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Platform on behalf of a company or other entity, you represent that you have the authority to bind that entity to these Terms. Do not use the Platform if you do not agree to these Terms.

We reserve the right to modify or update these Terms at any time. Updated Terms will be posted on our website and are effective immediately upon posting. Your continued use of the Platform after changes are posted constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

1. Accounts and Eligibility

Business Use and Eligibility

Close180 is intended for use by business customers (such as marketing agencies) and their authorized clients. You must be at least 18 years old to register or use a Close180 account. By creating an account, you represent that you are of legal age and are using the Platform for business or professional purposes (not as a consumer for personal use). If you register on behalf of a company or organization, that entity is considered the account owner, and you confirm you have authority to bind the entity.

Account Registration

You agree to provide accurate, current, and complete information during account registration and to keep such information updated. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.

Account Security

You must use reasonable measures to secure your account (such as using strong passwords and enabling two-factor authentication if offered). Notify us immediately at support@close180.com of any unauthorized use of your account or security breach. Close180 is not liable for any loss or damage arising from your failure to safeguard account credentials.

Agency Accounts and Subaccounts

Close180's Platform allows agencies or primary account holders (“Agencies”) to create and manage sub-accounts for their own clients or end-users (“Clients” or “Subaccounts”). As an Agency, you are fully responsible for managing your Clients' access and use of the Platform. You must ensure that all Clients and any users under your account comply with these Terms. The Agency is responsible for all actions taken under its account and subaccounts, including any content or data input by Clients. Close180 may hold the Agency accountable for any violations of these Terms by its Clients. Agencies are expected to implement their own terms of service and policies with their Clients that are at least as protective and restrictive as these Terms. Close180 only provides the Platform software and is not directly involved in the relationship between Agencies and their Clients. As such, Close180 will not be liable for any disputes, claims, or losses arising from the dealings between you (Agency) and your Clients. You acknowledge that it is your responsibility to resolve any such issues with your Clients and to obtain any necessary consents or agreements from them for using the Platform.

Account Ownership Disputes

The individual or entity that created an account and/or the entity listed as the owner of the subscription is generally deemed the owner of that Close180 account. In case of a dispute over account ownership, we may request documentation (e.g. business registration documents, payment records) to determine the rightful owner. Our determination of the proper account owner (made in good faith and in our discretion) will be final and binding. Close180 reserves the right to suspend an account until the ownership dispute is resolved, without liability for any outcomes of such suspension.

Authorized Users

If you invite or allow others to use the Platform under your account (for example, your employees or Clients), you are responsible for their actions on the Platform. All such users must be authorized and bound to comply with these Terms (either directly or via your own equivalent terms). You are liable for any breaches of these Terms by your authorized users or Clients. If we determine that a Client or sub-account user is violating these Terms or engaging in unlawful or suspicious activities, we may require you to suspend or terminate that Client's access. You agree to promptly comply with any such request from us to disable a subaccount, or else we may suspend or terminate your Agency account to protect the Platform.

2. Use of the Platform and Acceptable Use Policy

License to Use

Subject to your compliance with these Terms and payment of all applicable fees, Close180 grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform for your internal business purposes and those of your authorized Clients. All rights not expressly granted by us are reserved.

Acceptable Use and Conduct

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You and your Clients must not engage in any prohibited conduct. The following is a non-exhaustive list of Prohibited Uses of the Platform (whether done by you or anyone under your account):

• Illegal Activities: You may not use the Platform in violation of any applicable law or regulation. This includes (but is not limited to) laws regarding privacy, data export, intellectual property, spam, and telecommunications. You are expressly forbidden from using the Platform to send unsolicited mass communications (“spam”), to engage in fraud, phishing, or to transmit unlawful marketing messages. You must comply with all anti-spam and telemarketing laws (e.g. CAN-SPAM Act, CASL, TCPA) when using the Platform's email, SMS, or calling features.
• Harmful or Offensive Content: You may not use the Platform to transmit or store content that is offensive, defamatory, obscene, harassing, pornographic, or that promotes violence, discrimination, bigotry, or illegal activities. In particular, content involving child exploitation, human trafficking, harassment, hate speech, or threats of violence is strictly prohibited. You also agree not to use the Platform to generate or disseminate malicious false information (disinformation) or to impersonate any person or entity in a misleading way.
• Security Violations: You must not misuse the Platform in any way that could impair its functionality or security. Prohibited actions include introducing viruses or malware; attempting to gain unauthorized access to the Platform or other accounts; probing or breaching any security or authentication measures; performing denial-of-service attacks; or exploiting the Platform to attack other systems.
• Interference and Scraping: You may not interfere with or disrupt the integrity or performance of the Platform or the data contained therein. Automated querying, scraping, or crawling of the Platform without our prior permission is prohibited. You also must not bypass any measures we use to prevent or restrict access to the Platform.
• Unethical or Abusive Conduct: You shall not use the Platform to engage in fraudulent activities, pyramid schemes, or any conduct that is deceptive or harmful to others or to Close180's reputation. This includes using the Platform in a manner that could harm or exploit minors, or that violates others' privacy rights or intellectual property rights.
• Restricted Data: Unless you have our prior written consent or have entered into a separate agreement with us (such as a Business Associate Agreement for HIPAA), you must not use the Platform to collect or store highly sensitive personal data, such as government-issued identification numbers, financial account passwords, payment card data (other than as integrated through approved payment processing features), or any Protected Health Information (as defined under HIPAA). Importantly, unless explicitly agreed otherwise, Close180 is not a “Business Associate” as defined under HIPAA, and the Platform is not HIPAA-compliant by default. You agree not to input health records or other sensitive health information into the Platform unless we have a signed HIPAA Business Associate Agreement in place. Close180 disclaims any liability for any sensitive personal data or health information you or your Clients upload without our express agreement.

Close180 reserves the right to review, monitor, and/or remove content or accounts that we determine, in our sole discretion, violate these prohibitions or any other provision of these Terms. Violation of this Acceptable Use Policy may result in suspension or termination of your account, removal of prohibited content, legal action, and/or other appropriate consequences. We may also report any unlawful conduct to the appropriate authorities.

3. Third-Party Services and Integrations

Close180 integrates with or allows you to connect to certain third-party services and platforms (collectively, “Third-Party Services”) to enhance functionality. Examples of Third-Party Services include, but are not limited to: Google (e.g., Google's APIs or services), Stripe (payment processing), Twilio (telephony/SMS services), SendGrid (email delivery), Meta (Facebook/Instagram integrations), and others. This section explains the terms applicable to such integrations:

Optional Integration

Access to Third-Party Services via Close180 is provided for your convenience, and is optional. If you choose to enable or connect a Third-Party Service through our Platform, you are responsible for doing so and for managing the integration (e.g., providing API keys or account credentials as required).

Consent to Share Data

By integrating or enabling a Third-Party Service, you grant Close180 the permission to share or transmit relevant data (which may include personal data) to and from the Third-Party Service as needed to operate the integration. For example, if you connect a Google service, we may need to share certain data with Google's APIs to sync information. We will only share data with Third-Party Services to the extent necessary to enable the requested functionality. Note: If the Third-Party Service is a Google integration, the use of information received from Google APIs by our Platform will adhere to Google's User Data Policy (including the “Limited Use” requirements).

Third-Party Terms Apply

Your use of any Third-Party Service is subject to that provider's own terms and policies, which you are responsible for reviewing and complying with. For example, use of Stripe is subject to Stripe's services agreement, use of Twilio is subject to Twilio's terms and acceptable use policy, use of Meta's integrations (Facebook, Instagram) must comply with Meta's Platform policies, etc. Close180 does not control Third-Party Services and does not assume any responsibility or liability for their actions, availability, or terms. If a Third-Party Service requires you to maintain an account or subscription with them (for instance, you may need a Twilio account or be subject to per-message fees), you are solely responsible for any Third-Party account and fees. Close180's integration does not exempt you from any obligations imposed by those providers.

No Warranty or Endorsement

Close180 does not guarantee the continued compatibility or performance of any Third-Party Service with our Platform. Third-Party Services are independent from Close180; we do not endorse or make any warranties about them. We are not liable for any errors, outages, security issues, or data losses caused by Third-Party Services. You agree that Close180 shall not be responsible for any damage or loss caused or alleged to be caused by or in connection with your use of any Third-Party Service. Any exchange of data or other interaction between you and a Third-Party Service (including payment transactions through Stripe, communications sent via Twilio/SendGrid, or content posted to Meta platforms) is solely between you and that third party.

Changes and Removal

Close180 may add, remove, or update integrations with Third-Party Services at our discretion. We may discontinue support for a particular integration or Third-Party Service if, for example, the third party ceases to make their service available to us or changes their API. We will endeavor to provide notice if a major integration is being deprecated. However, it is your responsibility to stay informed of any third-party terms changes or service changes that might affect your use of the Platform.

By using Third-Party Services through Close180, you acknowledge the above and agree to hold Close180 harmless from any liability resulting from your use of or reliance on Third-Party Services. You irrevocably waive any claims against Close180 regarding the content, functionality, or operations of Third-Party Services. If you do not agree to the third parties' terms or do not want your data shared, you should not enable the integration.

4. Fees, Billing, and Subscription Terms

Subscription Plans

Close180 is offered on a subscription basis. When you register, you may select a plan (monthly, annual, or as offered) and will be charged the subscription fees applicable to that plan. Details of our plans and pricing will be presented at sign-up or in an order form. By submitting your payment information and enrolling in a plan, you agree to pay the stated subscription fees and any additional usage charges as described herein.

Payment Method

You must provide a valid payment method (such as a credit card) and accurate billing information when signing up. You authorize Close180 (or our billing service provider) to charge your provided payment method for all fees due, including recurring subscription fees and any applicable taxes.

Auto-Renewal

Subscriptions will automatically renew at the end of each billing period (e.g. monthly or annually) unless you cancel your subscription in accordance with the cancellation procedure below. The renewal will be for the same term length, and at the then-current subscription rate, unless otherwise stated. We will charge the payment method on file at the time of renewal, so please keep your billing information current.

Usage-Based Fees

In addition to base subscription fees, certain features of Close180 may incur usage-based fees or third-party pass-through costs. For example, if the Platform facilitates sending SMS or making phone calls via Twilio or sending emails via SendGrid, the costs for those communications (such as per-message or per-minute charges) may be charged to you. These Communication fees or credits will either be billed directly by the third-party provider connected to your account or passed through by Close180 to you as additional charges. We will notify you of any such charges in advance (such as through our pricing page or in-app prompts). You are responsible for all usage charges incurred by you or your Clients. Close180 may require you to maintain a prepaid balance or “wallet” of credits for certain usage fees, and may automatically replenish such credits by charging your payment method when the balance is low (you will be informed if such a system is used). All such fees are due and payable as specified, and failure to pay usage fees may result in suspension of the related service.

Taxes

All fees are exclusive of any applicable taxes, levies, or duties. You are responsible for any sales, use, value-added, goods and services (GST/HST), or similar taxes imposed by any jurisdiction on the transactions or services provided under these Terms (except taxes on our income). If Close180 is required to collect taxes, we will invoice you for such taxes, and you agree to pay them, unless you provide us with a valid tax exemption certificate. No withholding: All payments to Close180 shall be made without any withholding or deduction for taxes; if any such withholding is required by law, you agree to pay an additional amount such that we receive the full fee amount invoiced.

Billing Cycle and Late Payments

Subscription fees will be charged or invoiced in advance on the first day of each subscription period (unless otherwise specified). Usage fees or overages may be billed in arrears (e.g., at the end of the month or when a threshold is reached). If any payment is not received by the due date, we may (at our discretion and subject to applicable law) charge interest at a reasonable rate on the overdue amount or suspend your account for non-payment. You agree to reimburse Close180 for any collection costs (including legal fees) incurred in recovering overdue amounts, except to the extent prohibited by law.

Fee Changes

Our pricing and fees may change from time to time. Any changes to subscription fees will become effective at the start of your next billing cycle after we provide you with at least 30 days' prior notice (e.g., by email or via the Platform). If you do not agree to a fee increase, you may cancel your subscription before the new fees take effect. Continued use of the Service after the fee change constitutes your agreement to pay the new amount.

Refunds and Credits

All fees are generally non-refundable. This means that if you cancel in the middle of a paid period, or if you have unused features or credits, you will not typically receive a refund for the remaining period or unused usage. We do not provide refunds or credits for partial months or unused services, except where required by law or expressly stated otherwise. For example, if you forget to cancel and are charged for a new term, we will not refund that charge (so please make sure to cancel in time if needed). In certain cases, and at our sole discretion, Close180 may choose to offer prorated credits or refunds for service issues or as a gesture of goodwill, but this is an exception not an obligation. Any free trial or promotional discounts apply only for the specified term; once that term ends, normal charges will apply.

Cancellation

You may cancel your subscription at any time by providing notice through the account management interface or by contacting our support (contacting us in writing via support@close180.com). Cancellation will take effect at the end of your current billing period unless otherwise indicated. You will remain responsible for all fees up to the date of termination. No pro-rata refunds will be given for early termination or unused time in your subscription term, except at our discretion or if required by law. We recommend cancelling at least a few days before your next renewal date to ensure your card is not charged for the next period. Upon cancellation, you will lose access to the Platform at the end of the paid term.

Suspension or Termination for Non-Payment

If we are unable to process your payment for any reason (e.g., card expiration or decline) and you do not provide a new eligible payment method upon request, we reserve the right to suspend your account or downgrade your service until payment is received. If payment remains delinquent for a certain period (e.g., 30 days), we may terminate your account for breach of these Terms. You will remain responsible for any unpaid amounts.

Billing Disputes

If you believe we have billed you incorrectly, you must contact us in writing (email to support@close180.com) within 30 days of the charge date, providing any details of the issue. We will review the dispute in good faith and work to resolve any billing inaccuracies. Undisputed portions of the invoice must still be paid on time.

5. Data Privacy, Security, and Compliance

Privacy Policy

Close180's collection, use, and disclosure of personal information through the Platform is governed by our Privacy Policy (available on our website), which is incorporated herein by reference. By using the Platform, you acknowledge that you have read our Privacy Policy and understand how we handle personal data. Note that these Terms of Use focus on contractual terms; for details on how we protect and handle data, please refer to the Privacy Policy.

Your Compliance with Data Laws

You (the user of our Platform, whether an Agency or other business user) are solely responsible for complying with all applicable data protection, privacy, and security laws in connection with your use of the Platform and the data you collect or input into the Platform. This includes laws such as the EU General Data Protection Regulation (GDPR), the UK Data Protection Act, the California Consumer Privacy Act (CCPA) (and California Privacy Rights Act), Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and Anti-Spam Legislation (CASL), the Health Insurance Portability and Accountability Act (HIPAA), and any other relevant federal, provincial, state, or international privacy regulations. You represent and warrant that you will handle personal data lawfully and have all necessary rights and consents to use that data with the Platform.

Data You Provide

If you or your Clients upload or provide personal data to Close180, you affirm that you have obtained all required consents from the individuals concerned (data subjects) to collect and process their data using our Platform. For example, if you add your customers' contact information to the Platform to send them messages, you must have any legally required consent to send those messages and to allow us to process their data on your behalf. You are responsible for the accuracy, quality, and legality of the personal information you provide and for ensuring that its collection and use (including in connection with the Platform) complies with all laws.

Close180's Role as Data Processor

To the extent that you are subject to GDPR or similar laws and you (or your Agency) are considered the data “controller” and Close180 is a data “processor” or “service provider,” Close180 will process personal data on your instructions and on your behalf for the purpose of providing the Service. We will implement appropriate technical and organizational measures to protect personal data within our system. We offer a Data Processing Addendum (DPA) that reflects GDPR requirements and outlines our commitments (including applicable Standard Contractual Clauses for international data transfers, if needed). If required for your compliance, you may request and execute our DPA to further govern the handling of EU personal data. Similarly, for CCPA, Close180 will act as a “Service Provider” and not “sell” personal information of California consumers that you input, and we will not use such data except to provide the Service or as otherwise permitted by CCPA.

HIPAA and Sensitive Data

As noted in Section 2 (Acceptable Use), the Platform is not by default HIPAA-compliant. Close180 does not intend to receive any Protected Health Information (PHI) from you unless we have explicitly agreed in writing. If you are in a regulated industry (healthcare, finance, etc.) and require compliance, you must notify us and enter into the appropriate agreements (such as a Business Associate Agreement for HIPAA) before uploading any regulated data. Unless and until such agreement is in place and any special compliance fees are paid (if applicable), you agree not to use the Platform for any PHI or other sensitive personal data. Close180 shall have no liability for your or your Clients' use of the Platform to store or transmit PHI without our consent, and you will indemnify us for any breach of this promise. For clarity, Close180 is not a “Business Associate” under HIPAA in connection with your use of the Platform, unless a separate BAA has been executed. If a BAA is in place, the terms of that BAA will supplement these Terms with respect to PHI.

Data Security

We take data security seriously and implement commercially reasonable measures designed to protect your data from unauthorized access or disclosure. However, you understand that no system is 100% secure. You are responsible for configuring your use of the Platform in a secure manner and for maintaining the security of your account credentials and devices. If you become aware of any incident involving the security of the Platform or your data (such as unauthorized access or a potential data breach), you must promptly notify Close180. Likewise, if Close180 becomes aware of a security incident affecting your data, we will notify you in accordance with applicable law. You are responsible for any legally required notifications to individuals or regulators regarding such incidents, as applicable to your role as data controller. We will reasonably assist you (by providing available information about the incident, etc.) as required by law and by our DPA (if applicable).

Data Backups and Retention

During your subscription, we will retain your data on the Platform as needed to provide the service. We perform regular backups for disaster recovery, but you acknowledge that you are responsible for maintaining your own backups or exports of your data for your purposes. Upon termination of your account, we may delete or disable access to your data after a set period, unless legally required to retain it longer. It is your responsibility to export any data you need prior to terminating the service. We may retain aggregated or anonymized data (which does not identify any individual or you) for analytics and improvement purposes even after termination.

Data Subject Requests

If you (or your Clients) are subject to laws that give individuals rights over their personal data (such as GDPR data subject rights or CCPA consumer rights), you are responsible for responding to any such requests from individuals whose data you have entered into Close180. For example, if one of your customers asks to access or delete their data, you must handle that request. Close180 will, to the extent feasible, assist you by providing tools or responding to your instructions (for example, deleting or exporting data upon your request), but we will not directly fulfill individual requests on your behalf unless required by law. If we receive a direct request from someone who is identified in your account's data, we may forward that request to you and await your instructions or confirmation that we may assist, to the extent legally permissible.

In summary, you bear primary responsibility for the lawfulness of data you collect and use in the Platform. Close180 provides the software tools but does not guarantee that your use of them complies with any law. You agree to use the Platform in compliance with all applicable privacy and data laws, and to indemnify Close180 for any claims or fines arising from your failure to do so (see Indemnification below).

6. Intellectual Property Rights

Ownership of the Platform

The Close180 Platform (including all software, code, systems, databases, user interfaces, features, and documentation) and all content provided by Close180 are the property of Close180 or its licensors. These are protected by intellectual property laws (including copyright and trademark laws). Close180 reserves all rights to the Platform and its proprietary materials. Except for the limited right to use the Platform as expressly granted in these Terms, you are not granted any license or rights to our intellectual property. You must not copy, modify, distribute, sell, reverse-engineer, or create derivative works of any part of the Platform, except to the extent permitted by law or with our prior written consent. You may not remove or alter any copyright, trademark, or proprietary notices on the Platform.

Close180 Trademarks

The name “Close180”, our logos, and any other product or service names or slogans we use are trademarks of Close180. You may not use any Close180 trademarks without our prior written permission. Agencies who have a white-label arrangement or specific permission to rebrand the Platform must still abide by any branding guidelines provided. All other trademarks on the Platform are the property of their respective owners and are used for identification purposes only.

Your Content

In using the Platform, you and your Clients may upload, submit, or generate content, data, and materials (“User Content” or “Customer Data”). You retain ownership of all intellectual property rights in your User Content. By using the Platform and submitting User Content, you grant Close180 a worldwide, royalty-free, sublicensable license to host, reproduce, process, transmit, and display your content as necessary to provide the Service and fulfill our obligations under these Terms. We will only access and use your content for purposes of providing the service, technical support, troubleshooting, improving the platform, as otherwise permitted by our Privacy Policy, or as legally required. This license will continue for as long as you use the Platform and will extend to any backups or copies we maintain for business continuity.

Responsibility for Your Content

You are solely responsible for all User Content that you or your Clients upload or create on the Platform. You represent and warrant that you have all necessary rights, licenses, and permissions to use and share such content and that nothing in the content violates applicable law or infringes the rights of others. Close180 does not pre-screen User Content, but we reserve the right to remove or disable access to any content that we believe, in our discretion, violates these Terms (including the Acceptable Use Policy) or is otherwise harmful, with or without notice.

Feedback

If you provide suggestions, feedback, or ideas to us regarding the Platform (“Feedback”), you agree that such Feedback is not confidential and that we may freely use and incorporate it into our products and services without compensation or obligation to you. You grant us a perpetual, irrevocable, worldwide license to use, modify, and incorporate any Feedback you provide.

7. Disclaimers of Warranties

AS-IS Service

The Close180 Platform and all related services are provided on an “AS IS” and “AS AVAILABLE” basis. Close180 disclaims all warranties and representations of any kind, express or implied, about the Platform and its performance. This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that might arise from course of dealing or usage of trade. We do not guarantee that the Platform will meet your specific requirements, achieve any particular results, or operate error-free or uninterrupted.

No Guarantee of Uptime or Error-Free Operation

While we aim to provide a reliable service, we do not warrant that the Platform will be continuously available or free of errors, bugs, viruses, or other harmful components. Occasional downtime for maintenance or due to unforeseen technical issues may occur. You acknowledge that software is never completely free from defects or vulnerabilities, and Close180 does not warrant that the Platform is secure or that data will remain private or secure except as expressly stated in our Privacy Policy.

No Liability for User Actions

Close180 has no control over, and assumes no responsibility for, any content or data that you or your Clients input into the Platform, or for the consequences of any communications sent using the Platform. Close180 does not guarantee the accuracy, quality, or legality of any information or results obtained from the Platform. You use and rely on any content or data in the Platform at your own risk.

Third-Party Services and Content

Close180 makes no warranties regarding any Third-Party Services integrated with the Platform or any third-party content (including information provided by other users or external sources). Such integrations and content are provided for convenience and are used at your own risk. Close180 disclaims any responsibility for acts or omissions of third parties (as detailed in Section 3 above), and you acknowledge that we have no control over the availability or reliability of third-party platforms.

Not Professional Advice

Any information, templates, or guidance provided by the Platform (for example, marketing templates, suggestions, or analytics) are for general informational purposes and do not constitute legal, financial, medical, or other professional advice. You should independently verify any information and consult professionals where appropriate. Close180 specifically disclaims any warranty that your use of the Platform will ensure compliance with any laws or regulations; you are responsible for understanding your legal obligations (see Section 5 on compliance).

Specific Disclaimers

If the Platform uses any artificial intelligence or automated features to generate content or insights, you acknowledge that such features are experimental and may produce inaccurate or undesirable results. Close180 does not guarantee the accuracy or appropriateness of any AI-generated output and disclaims liability for any actions you take in reliance on it. You are responsible for reviewing and validating any output from the Platform, automated or otherwise.

Jurisdictional Notes

Some jurisdictions do not allow the exclusion of certain warranties. To the extent that such laws apply to you, some of the exclusions above may not apply. In such cases, our warranties are limited to the minimum extent permitted by law.

8. Limitation of Liability

Indirect Damages

To the fullest extent permitted by law, in no event will Close180 or its directors, officers, employees, affiliates, agents, or suppliers be liable to you or any third party for any indirect, incidental, special, consequential, or punitive damages whatsoever arising out of or related to the Platform or these Terms. This exclusion applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages. This means we are not liable for any loss of profits, loss of business opportunity, loss of revenue, loss of data, business interruption, or similar indirect losses that you may incur in connection with the Platform, even if a remedy fails of its essential purpose.

Liability Cap

To the fullest extent permitted by law, Close180's total cumulative liability arising out of or related to these Terms and the use of the Platform shall not exceed the amount actually paid by you to Close180 in the twelve (12) months immediately preceding the claim. If you have not paid any amount (for example, if you are on a free trial), Close180's liability shall be zero to the extent allowed by law. This limitation applies in aggregate to all claims by you or your affiliated parties and is not per-incident.

Exceptions

The above exclusions and limitations of liability shall apply to all claims, except where prohibited by law. Certain jurisdictions may not allow the exclusion of incidental or consequential damages, so some of the above limitation may not apply to you. Additionally, nothing in these Terms is intended to limit or exclude liability that cannot be limited under law, such as liability for death or personal injury caused by gross negligence or willful misconduct, or for fraud.

Release of Claims

You acknowledge that Close180 has set its prices and entered into this agreement in reliance upon the disclaimers and limitations of liability stated herein, which reflect an agreed allocation of risk between you and us. You agree that the limitations of liability in these Terms are essential and that they will apply even if any limited remedy is found to have failed of its essential purpose.

If you are dissatisfied with any aspect of the Platform or these Terms, your sole and exclusive remedy is to stop using the Platform and, if applicable, terminate your subscription. This limitation of remedies is a part of the bargain between the parties.

9. Indemnification

Your Indemnity to Close180

You agree to indemnify, defend, and hold harmless Close180 and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, demands, suits, or proceedings, and all related liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your or your Clients' use of the Platform, (b) any User Content or data you or your Clients input into or generate via the Platform, (c) your violation of any provision of these Terms, (d) your violation of any applicable law or regulation (including without limitation any privacy, data protection, or telemarketing laws) in connection with your use of the Platform, (e) any allegation that any information or material you provided to Close180 (including User Content) infringes or misappropriates the intellectual property or privacy rights of a third party, or (f) any dispute or issue between you (or your Agency) and any Client or third party (for example, any claim by your Client arising from their use of the Platform under your account).

In plain terms, if a third party sues or makes a claim against Close180 because of something that you or your Clients did (or failed to do) in violation of these Terms or the law, you will cover our costs and liabilities to the extent permitted by law.

Indemnification Procedure

Close180 will promptly notify you of any claim subject to the above indemnification, though any delay in notification will not relieve you of your obligations unless it prejudices your defense. You may assume control of the defense and settlement of the claim with counsel reasonably acceptable to us, provided that (i) you notify Close180 in writing of your intention to assume control and defend the claim promptly upon learning of it, and (ii) you conduct the defense diligently and keep us informed. Close180 reserves the right to participate in the defense with counsel of its choice at its own expense, and you may not settle any claim in a manner that admits fault or imposes obligations on us without our prior written consent.

Additional Notes

In the event we are required to respond to a third-party subpoena or legal order that is related to your use of the Platform (for example, relating to your data or your communications via the Platform), we reserve the right to require you to reimburse us for reasonable costs associated with complying with such requests.

10. Term and Termination

Term

These Terms are effective from the moment you first accept them (such as by creating an account or using the Platform) and will continue in effect until terminated as set forth herein. Each subscription you purchase has a billing term as described in Section 4, but these Terms govern your use of the Platform as long as you have an account or continue using the Platform.

Your Right to Terminate

You may terminate this Agreement at any time by canceling your Close180 account or subscription (as described in Section 4 on cancellations) and ceasing all use of the Platform. If you cancel, the Agreement (and your access to the Platform) will terminate at the end of the then-current subscription period for which you have paid, unless we agree in writing to an earlier termination.

Close180's Right to Terminate or Suspend

We may suspend or terminate your account or access to the Platform under the following circumstances:

• For Breach: If you materially breach any provision of these Terms (including failure to pay fees on time or violation of the Acceptable Use Policy) and do not cure the breach within 10 days after we provide notice to you (if the breach is curable), we may terminate this Agreement for cause. Some breaches of a serious nature (such as willful violations of law, repeated breaches, or endangering the security of the Platform) may result in immediate suspension or termination without a cure period at our reasonable discretion.
• For Inactivity: If you have a free or trial account that has been inactive for an extended period, we reserve the right to deactivate or delete such account upon notice to you.
• Legal Reasons: We may terminate or suspend the account immediately if required to do so by law or if the provision of the Service to you has become unlawful.
• Insolvency: If you become insolvent, go into bankruptcy, or undergo any other insolvency proceeding, we may terminate the Agreement if permitted by applicable law.

In any case of suspension or termination, we will attempt to notify you (via the email associated with your account or within the Platform) of our actions and the reason, unless legally prohibited.

Effect of Termination

Upon termination of this Agreement for any reason, you must immediately stop all use of the Platform. You will no longer have access to your account, and we may delete your account and data after the effective date of termination (subject to any retention outlined below). It is your responsibility to export any data you wish to keep before you or we terminate the Agreement. We have no obligation to retain your data after termination, unless required by law, but we may retain certain information in backups or for record-keeping as permitted by our Privacy Policy and applicable law (for example, account transaction records, or data retained for legal compliance).

If this Agreement is terminated by us due to your breach, you are not entitled to any refund of fees paid. If we terminate without cause (which would be unusual and we'd typically only do so with notice and perhaps a pro rata refund), we may provide a pro-rated refund of any prepaid fees for the remaining term. Termination of the Agreement shall not relieve you of any obligation to pay any fees accrued or owed up to the date of termination.

Survival

The provisions of these Terms which by their nature should survive termination (such as limitations of liability, indemnities, accrued rights to payment, and any provisions regarding ownership or intellectual property, confidentiality, and dispute resolution) will survive the termination of this Agreement.

11. Governing Law and Dispute Resolution

Governing Law

These Terms and any disputes arising out of or related to these Terms or the use of the Platform will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to its conflict of laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Jurisdiction and Venue

You agree that any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the courts of the Province of Ontario, located in the City of Toronto. Both you and Close180 expressly consent to the personal jurisdiction and venue of these courts. You waive any objections (such as forum non conveniens) to the exercise of jurisdiction over you by these courts and to venue in these courts.

Dispute Resolution Efforts

Before filing any court action, we encourage you to contact us to discuss and attempt to resolve any dispute informally. You can reach us at support@close180.com to hopefully work out a solution. However, nothing in this section shall prevent either party from seeking immediate injunctive or equitable relief in a court of law to prevent irreparable harm (for example, misuse of intellectual property or breach of data security).

No Class Actions

To the extent permitted by law, you and Close180 agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and Close180 agree otherwise, the court may not consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. This provision does not apply where prohibited by law. (For example, if you are considered a consumer under certain laws that do not allow class action waivers, this waiver may not apply to you.)

Limitation Period

You agree that any cause of action or claim you may have arising out of or relating to these Terms or the Platform must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred. (This one-year limitation may not apply in certain jurisdictions which prohibit shortening of statutory limitation periods.)

12. Miscellaneous Provisions

Entire Agreement

These Terms (including any documents incorporated by reference, such as our Privacy Policy and any applicable DPA or BAA) constitute the entire agreement between you and Close180 regarding the Platform and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral, relating to the subject matter herein. Any additional or different terms proposed by you (for example, in a purchase order or email) are hereby rejected and will not bind Close180 unless expressly agreed in writing by an authorized representative of Close180.

Modification and Waiver

Any amendment or modification to these Terms must be made in writing and posted by us (as described at the top of these Terms) or signed by both parties. The failure by either party to enforce any provision of these Terms or to exercise any right shall not constitute a waiver of that provision or right. Any waiver must be explicit and in writing to be effective, and one waiver will not imply any future waivers.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be deemed modified to the minimum extent necessary to make it enforceable (or, if it cannot be made enforceable, it shall be severed from these Terms). In any event, the remaining provisions of these Terms will remain in full force and effect.

Assignment

You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Close180. Any attempt to assign without consent will be null and void. Close180 may assign or transfer this Agreement (in whole or in part) to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, and you hereby consent to such assignment. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

Relationship of Parties

Nothing in these Terms shall be construed to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between you and Close180. Each party is an independent contractor with respect to the other. You do not have any authority to bind Close180, and vice versa.

No Third-Party Beneficiaries

These Terms are intended for the sole and exclusive benefit of the signatories and are not intended to benefit any third party. No third party may claim any rights under these Terms.

Force Majeure

Close180 shall not be liable for any failure or delay in performing its obligations under these Terms (except for payment obligations) to the extent such failure or delay is caused by circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, strikes, war, terrorism, riots, government action, pandemic, failure of telecommunications or the internet, or other events of similar magnitude (each a “Force Majeure”). We will make reasonable efforts to mitigate the effects of a force majeure event and resume full performance as soon as feasible.

Notices

Close180 may provide notices to you under these Terms by email to the address associated with your account, by postal mail to the address you provided, by postings within the Platform, or by other legally accepted means. It is your responsibility to keep your contact information current. Except as otherwise specified, notices to Close180 must be sent by email to support@close180.com or by certified mail to: Close180, 325 Front St West, Toronto, ON M5V 2Y1, Canada. Notices sent by email will be effective on the date of receipt (as confirmed by our email system). Notices sent by certified mail or courier will be effective upon delivery confirmation.

Contact Information

If you have any questions or concerns about these Terms or the Platform, you may contact us at:

Email: support@close180.com
Address: 325 Front St West, Toronto, ON M5V 2Y1, Canada

We will endeavor to respond to inquiries within a reasonable time.

By using or continuing to use the Close180 Platform, you acknowledge that you have read and understood these Terms of Use and agree to be bound by them. Thank you for using Close180 to help grow your business!