End User License Agreement

This End User License Agreement (the “Agreement”) is entered into between you (“you” or “Licensee”) and Closer (“Closer,” “we,” or “us”). By installing, accessing, or using the Closer application and related services (collectively, the “Software”), you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organisation, you represent that you have the authority to bind that organisation, and “you” refers to that organisation.

This Agreement supplements, and is in addition to, our Terms of Service and Privacy Policy. If you do not agree, do not access or use the Software.

Subject to your compliance with this Agreement and payment of any applicable fees, Closer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software for your internal business or personal sales development purposes during the term of your subscription.

You may not, and may not permit any third party to:

• Copy, modify, translate, or create derivative works of the Software, except as expressly permitted by this Agreement.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, prompts, or architecture of the Software.
• Rent, lease, lend, sell, sublicense, distribute, or otherwise make the Software available to any third party.
• Use the Software to build, train, or improve a competing product or service, or to benchmark it without our prior written consent.
• Remove, obscure, or alter any proprietary notices, or circumvent any usage limits, credit metering, access controls, or security measures.
• Use the Software for any unlawful, harmful, infringing, or deceptive purpose, including impersonation or phishing.

The Software is licensed, not sold. Closer and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights, and all improvements, enhancements, and modifications to it. You receive no rights other than the license expressly granted in this Agreement. Any feedback you provide may be used by us without restriction or obligation to you.

You retain ownership of the transcripts, recordings, documents, briefs, and notes you provide (“Your Content”). You grant Closer a limited, worldwide license to host, process, and display Your Content solely to provide and support the Software for you, as described in our Privacy Policy. You are responsible for obtaining all consents required to record, upload, or process any conversation or personal information contained in Your Content.

The Software uses artificial intelligence to generate coaching guidance, scores, drafts, summaries, and other suggestions (“Output”). Output is provided for sales training and productivity purposes only, may be inaccurate or incomplete, and does not constitute professional, legal, financial, or other advice. You are solely responsible for reviewing, editing, and deciding whether to rely on or send any Output. Closer does not use Your Content to train its own or third-party foundation models.

Access to the Software requires an active subscription. Certain features consume usage credits, which are made available under your plan and through optional top-ups. Credits have no cash value, are non-transferable, and except where required by law are non-refundable. Fees are billed in advance on a recurring basis and are non-refundable except as required by law. We may change pricing, plan inclusions, or credit rates on prospective notice.

The Software is provided as a continuously updated service. We may modify, add, or remove features, and may deploy updates automatically. We will provide notice of material changes that adversely affect core functionality. Your continued use of the Software after an update constitutes acceptance of the updated Software under this Agreement.

The Software relies on third-party service providers to deliver certain functionality. Your use of the Software may be subject to those providers’ terms where applicable. Closer is not responsible for third-party services outside its control, and the availability of the Software may depend on them.

The Software, including its non-public features, performance, and underlying design, constitutes Closer’s confidential information. You agree not to disclose it to any third party except as permitted under a separate written agreement, and to protect it using at least the same care you use for your own confidential information.

This Agreement remains in effect for as long as you use the Software or hold an active subscription. We may suspend or terminate your license immediately if you breach this Agreement or use the Software in a way that risks harm to us or others. Upon termination, your license ends and you must cease using the Software. Sections that by their nature should survive termination — including ownership, disclaimers, limitation of liability, and confidentiality — will survive.

The Software is provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. Closer does not warrant that the Software will be uninterrupted, error-free, or that Output will meet your requirements.

To the maximum extent permitted by law, Closer will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or related to this Agreement or the Software. Closer’s total aggregate liability will not exceed the amount you paid for the Software in the twelve months preceding the event giving rise to the claim.

This Agreement is governed by the laws of the jurisdiction in which Closer is established, without regard to its conflict of laws principles. The courts of that jurisdiction will have exclusive jurisdiction over any dispute, subject to any mandatory consumer protections that apply to you.

Questions about this Agreement? Email legal@closerai.dev.