Terms of Service

Acceptance of Terms

By accessing or using the CloseCore software and services ("Service"), you agree to be bound by these Terms of Service ("Terms"). The Service is owned and operated by CloseCore, Inc. ("Company", "we", or "us"), a Delaware C Corporation. If you do not agree to these Terms, you must not access or use the Service.

Description of Service

CloseCore is a Software-as-a-Service (SaaS) platform for month-end close management. The Company reserves the right to modify, suspend, or discontinue the Service (in whole or in part) at any time, with or without notice to you. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Service.

User Accounts

3.1. Registration: To use certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. 3.2. Account Security: You are responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. 3.3. Age Requirement: By creating an account, you represent and warrant that you are at least 18 years of age, or that you are a legal entity duly organized and validly existing.

User Responsibilities

4.1. Compliance: You agree to use the Service in compliance with all applicable laws, regulations, and these Terms. 4.2. Content: You are solely responsible for any content you upload, post, email, transmit, or otherwise make available via the Service ("User Content"). You represent and warrant that you have all rights necessary to submit the User Content and that it does not violate any third party rights. 4.3. Backups: You are responsible for maintaining your own backups of any data or content you upload to the Service.

Acceptable Use

You agree not to use the Service to: a) Violate any applicable laws or regulations b) Infringe on the intellectual property rights of others c) Transmit any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or invasive of another's privacy d) Upload or transmit viruses or any other malicious code e) Interfere with or disrupt the integrity or performance of the Service f) Attempt to gain unauthorized access to any portion of the Service or any other systems or networks connected to the Service g) Collect or store personal data about other users without their express permission h) Impersonate or misrepresent your affiliation with any person or entity

Privacy

6.1. Privacy Policy: Your privacy is important to us. Please review our Privacy Policy at https://closecore.com/privacy to understand how we collect, use, and disclose information. 6.2. Data Processing: To the extent that you provide us with any personal data through your use of the Service, we will process such personal data in accordance with our Privacy Policy and applicable data protection laws.

Intellectual Property

7.1. Ownership: The Service and its original content, features, and functionality are owned by the Company and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. 7.2. License: Subject to these Terms, the Company grants you a limited, non-exclusive, non-transferable, and revocable license to use the Service for your personal or internal business purposes. 7.3. Restrictions: You may not: a) Copy, modify, or create derivative works based on the Service b) Reverse engineer, decompile, or disassemble any portion of the Service c) Remove any copyright or other proprietary notices from the Service d) Transfer your account or any rights granted under these Terms to any third party 7.4. User Content: You retain all rights in, and are solely responsible for, the User Content you submit to the Service. By submitting User Content, you grant the Company a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, and distribute such User Content in connection with providing and promoting the Service.

Termination

8.1. Termination by Company: We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. 8.2. Termination by User: You may terminate your account at any time by following the instructions on the Service or by contacting us at [email protected]. 8.3. Effect of Termination: Upon termination, your right to use the Service will immediately cease. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Limitation of Liability

9.1. Disclaimer of Consequential Damages: In no event shall the Company, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from: a) Your access to or use of or inability to access or use the Service b) Any conduct or content of any third party on the Service c) Any content obtained from the Service d) Unauthorized access, use, or alteration of your transmissions or content 9.2. Limitation of Liability: To the maximum extent permitted by applicable law, the Company's total liability to you for any damages (regardless of the foundation for the action) shall not exceed the amount you have actually paid to the Company for the Service in the twelve (12) months immediately preceding the incident giving rise to the claim.

Disclaimer

10.1. "As Is" and "As Available": Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Company expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. 10.2. No Guarantees: The Company makes no warranty that: a) The Service will meet your requirements b) The Service will be uninterrupted, timely, secure, or error-free c) The results that may be obtained from the use of the Service will be accurate or reliable d) The quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations

Indemnification

You agree to defend, indemnify, and hold harmless the Company and its licensee and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of: a) Your use and access of the Service b) Your violation of any term of these Terms c) Your violation of any third-party right, including without limitation any copyright, property, or privacy right d) Any claim that your User Content caused damage to a third party

Governing Law

These Terms shall be governed and construed in accordance with the laws of Delaware, United States, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

Dispute Resolution

13.1. Informal Resolution: For any dispute you have with the Company, you agree to first contact us at [email protected] and attempt to resolve the dispute informally. 13.2. Arbitration: If the parties are unable to resolve the dispute informally, any dispute arising from or relating to these Terms or the Service shall be finally settled by binding arbitration. The arbitration will be conducted in Austin, TX by a single arbitrator in accordance with the rules of the American Arbitration Association. 13.3. Class Action Waiver: Any arbitration under these Terms will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted.

Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. We will provide notice of any significant changes by posting the new Terms on this page and updating the "Last updated" date at the bottom of this page. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised Terms.

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

Entire Agreement

These Terms, including any legal notices and disclaimers contained on this website, constitute the entire agreement between you and the Company regarding your use of the Service and supersede all prior agreements and understandings with respect to the same.

Contact Us

If you have any questions about these Terms, please contact us at [email protected].

Last updated: June 19, 2024