Terms of Service

Version: 5.0

Effective Date: Tuesday, September 15, 2026

1. Introduction and Acceptance of Terms

Welcome to Closina ("Closina," "we," "us," or "our"). Closina is a cloud-based Customer Relationship Management (CRM) platform designed for professional services firms, featuring AI-powered voice interaction, contact management, appointment scheduling, drip campaigns, and business analytics capabilities.

By creating an account, accessing, or using the Closina platform and its related services (collectively, the "Service"), you ("User," "you," or "your") agree to be legally bound by these Terms of Service ("Terms"). If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and the organization.

If you do not agree to these Terms, you must not access or use the Service.

2. Eligibility and Account Registration

2.1 Eligibility

You must be at least 16 years of age to use the Service. By using the Service, you represent and warrant that you meet this age requirement and that all registration information you provide is truthful, accurate, and complete.

2.2 Account Creation

To access the Service, you must create an account by providing accurate, current, and complete information including your name, email address, and a secure password. You are responsible for:

Maintaining the confidentiality of your account credentials;
All activities that occur under your account, whether or not authorized by you;
Notifying us immediately at security@closina.com of any unauthorized use of your account or any other breach of security;
Ensuring that your account information remains accurate and up to date.

2.3 Account Security

You agree to use strong, unique passwords and to enable multi-factor authentication when available. We reserve the right to disable any user account if we reasonably believe that you have failed to comply with these security obligations.

3. Description of the Service

3.1 Platform Features

Closina provides a comprehensive CRM platform that includes, but is not limited to:

Contact Management: Storage, organization, and management of customer and prospect data;
AI Voice Interaction: AI-powered voice copilot for call management, transcription, and analytics;
Appointment Scheduling: Calendar integration, booking management, and automated reminders;
Communication Tools: Email, SMS, WhatsApp messaging, social media outreach, and drip campaigns;
Analytics and Reporting: Business intelligence dashboards, performance metrics, and trend analysis;
Team Collaboration: Multi-user workspaces, task assignment, and activity tracking;
Integration Services: Connections with third-party calendars, email providers, and business tools.

3.2 Service Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to scheduled maintenance (with reasonable advance notice), emergency maintenance, force majeure events, or circumstances beyond our reasonable control.

3.3 Service Modifications

We reserve the right to modify, update, or discontinue any feature or functionality of the Service at any time. For material changes that negatively affect your use of the Service, we will provide at least thirty (30) days' advance notice via email or in-app notification, except where changes are required by law, regulation, or for security reasons.

3.4 Role of the Platform; You Direct the Communications

The Service acts as a tool that you direct. You — not Closina — determine who is contacted, when, through which channel, and with what content. The AI voice, calling, and messaging features initiate communications on your behalf and at your instruction, to the recipients and using the contact data that you supply, import, sync, or flag as contactable. Closina does not select recipients, does not source contact lists for you, and does not verify whether you hold valid consent to contact any recipient (see Section 4.3).

4. Acceptable Use Policy

4.1 Permitted Use

The Service is intended for lawful business purposes only. You may use the Service to manage your customer relationships, communications, and business operations in compliance with all applicable laws and regulations.

4.2 Prohibited Conduct

You agree NOT to:

Use the Service for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation;
Upload, transmit, or distribute any content that is defamatory, obscene, fraudulent, harmful, threatening, or that infringes on the rights of others;
Send unsolicited communications (spam), including bulk emails, SMS messages, or social media messages, in violation of applicable anti-spam laws (including CAN-SPAM, CASL, and GDPR);
Use the AI voice features to impersonate individuals, create deepfakes, or conduct fraudulent calls;
Attempt to gain unauthorized access to the Service, other user accounts, or any systems or networks connected to the Service;
Use automated scripts, bots, crawlers, or similar tools to access or collect data from the Service without our express written permission;
Interfere with, disrupt, or place undue burden on the Service or its underlying infrastructure;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
Circumvent, disable, or interfere with any security features of the Service;
Upload viruses, malware, or other malicious code;
Resell, sublicense, or redistribute the Service or any part thereof without our prior written consent;
Use the Service in a manner that violates the Do Not Call (DNC) registry requirements or any telecommunications regulations.

When using the communication features of the Service (including AI voice, automated calling, SMS, and other outbound messaging), you are solely responsible for compliance with all applicable laws, and you make the following representations and warranties to Closina on a continuing basis and with respect to each and every recipient. For purposes of these Terms, "Contact Data" means every contact, lead, phone number, email address, or other recipient record that you upload, import, sync, flag as contactable, or otherwise make available to the Service.

You represent and warrant that, before Closina initiates any call, message, or other communication on your behalf, you have obtained and currently hold valid, prior express consent (and, where required, prior express written consent) from each recipient to be contacted by or on behalf of you through the selected channel for the purpose of the communication, in the form and to the standard required by all applicable laws, including without limitation:

the United States Telephone Consumer Protection Act ("TCPA") and Telemarketing Sales Rule ("TSR");
Canada's Anti-Spam Legislation ("CASL") and the Canadian Radio-television and Telecommunications Commission ("CRTC") Unsolicited Telecommunications Rules, including registration against and suppression by the National Do Not Call List ("DNCL"); and
all other applicable federal, state, provincial, and international telecommunications, anti-spam, and privacy laws.

You further represent and warrant that the Contact Data was lawfully collected and lawfully provided to Closina, and that your provision and use of it does not violate CASL, the CRTC rules, PIPEDA, or any other applicable law.

You represent and warrant that, for each recipient, the consent described in Section 4.3.1 is documented and retained by you in a written, recorded, or electronically time-stamped record that captures the recipient's identity, the date, time, method, scope, and source of the consent, and any subsequent revocation. Your record-retention and audit-trail obligations are set out in Section 4.4.

4.3.3 No Misrepresentation; Closina's Reliance

You represent and warrant that you will not misrepresent, overstate, or omit any fact concerning the consent status, do-not-call status, or contactability of any recipient in any Contact Data you upload to, any flag you set within, or any assertion you make to the Service. You acknowledge and agree that Closina relies entirely on your representations and consent flags to determine whether to place a communication, that Closina does not verify and has no obligation to verify the existence or validity of any consent, and that any false or inaccurate representation is a material breach of these Terms.

4.3.4 Other Telephony Obligations

You remain solely responsible for: complying with the TCPA, TSR, CASL, CRTC rules, and all applicable federal, state, provincial, and international telecommunications regulations; maintaining and honoring internal, statutory, and national Do Not Call lists; honoring opt-out and revocation requests; and complying with all applicable caller-identification and call-recording-disclosure requirements.

4.3.5 Effect of Breach

Each representation in this Section 4.3 is a warranty. A breach of this Section 4.3 — including the placement of any communication for which valid consent did not in fact exist, or which was induced by an inaccurate consent representation or flag you supplied — is an independent material breach of these Terms, regardless of whether any regulator or recipient takes action, and entitles Closina to suspend or terminate your account under Section 10.2 and to indemnification under Section 9. For the avoidance of doubt, any claim, investigation, fine, penalty, or proceeding arising from a recipient for whom your records do not substantiate valid prior express consent is deemed a claim "arising out of your violation of these Terms" and "your violation of applicable law" for purposes of Section 9.

4.4 Conditions Precedent to Outbound Communication Features

Your right to access and use the AI voice, automated calling, SMS, and other outbound communication features, and Closina's obligations (if any) to defend or indemnify you, are each conditioned on your continuing satisfaction of the following obligations. Closina may suspend or disable your access to these features immediately if you fail to satisfy any of them.

4.4(a) Insurance

Throughout the subscription term and for two (2) years thereafter, you will maintain, at your sole expense, errors-and-omissions / professional-liability insurance with limits of not less than US$1,000,000 per claim and US$2,000,000 in the aggregate, written by an insurer rated A- or better by A.M. Best. Each such policy will name Closina and its affiliates as additional insureds with respect to claims arising from your use of the Service, will be primary and non-contributory, and will require at least thirty (30) days' prior written notice of cancellation, non-renewal, or material reduction. You will furnish a certificate of insurance evidencing the foregoing within five (5) business days of Closina's written request.

You will retain a complete record of each consent described in Section 4.3 — including the recipient's identity and contact information, the date, time, method, scope, and source or wording of the consent, and any subsequent revocation — for no less than three (3) years from the date the consent was obtained (or such longer period as applicable law, including the CRTC rules, may require), and in all cases for the duration of any related dispute, claim, or regulatory inquiry of which you are aware.

4.4(c) Audit Trail on Demand

Upon Closina's written request — including in connection with any recipient complaint, demand letter, litigation, or regulatory inquiry — you will provide Closina, within five (5) business days, with the consent records described in Section 4.4(b) and any related compliance documentation for the recipient(s) at issue. Your failure to produce a complete and accurate audit trail within that period will, as between you and Closina, be deemed conclusive evidence that valid consent did not exist for the affected recipient(s), and will (i) void any defense or indemnification obligation Closina would otherwise have toward you in connection with those recipients, and (ii) trigger your indemnification obligations under Section 9 with respect to all resulting claims, fines, penalties, settlements, and defense costs.

4.4(d) Continuing Attestation

Each time you initiate or schedule an outbound communication through the Service, you are deemed to attest that the conditions in Sections 4.3 and 4.4 are satisfied for each recipient.

5. Intellectual Property

5.1 Our Intellectual Property

The Service, including its design, text, graphics, logos, icons, images, software, algorithms, AI models, and all related intellectual property, is owned by Closina or its licensors and is protected by copyright, trademark, patent, and other intellectual property laws. These Terms do not grant you any ownership rights in the Service.

5.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes during the subscription term.

5.3 Your Content

You retain ownership of all data, files, documents, and other materials that you upload, create, or transmit through the Service ("Your Content"). By using the Service, you grant us a limited, non-exclusive license to process, store, transmit, and display Your Content solely as necessary to provide and improve the Service.

5.4 Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant us an unrestricted, perpetual, irrevocable, non-exclusive, royalty-free license to use, modify, and incorporate such Feedback into the Service without obligation to you.

6. Data Processing and Privacy

6.1 Privacy Policy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, store, and protect your personal data and the data you manage through the Service. The Privacy Policy is incorporated into these Terms by reference.

6.2 Data Processing Agreement

For Users who process personal data of EU/EEA residents through the Service, a Data Processing Agreement ("DPA") governs our role as a data processor. The DPA is available upon request and supplements these Terms.

6.3 Data Ownership

You own the data you input into the Service. We act as a data processor on your behalf and will not access your data except as necessary to provide the Service, comply with legal obligations, or as otherwise described in our Privacy Policy.

6.4 AI Data Processing

Our AI features (voice copilot, transcription, analytics, and content generation) process data to provide functionality. AI-processed data is:

Used solely to deliver the requested features;
Never used to develop, improve, or train artificial-intelligence or machine-learning models, including de-identified, anonymized, or aggregated derivatives of it. Where we engage a vendor to process this data, we require the same restriction of them by contract;
Processed in compliance with applicable data protection laws;
Subject to the same security and retention policies as other Service data.

7. Subscription, Billing, and Payment

7.1 Subscription Plans

The Service is offered through various subscription plans, each with specific features, usage limits, and pricing. Current plans and pricing are available on our website.

7.2 Free Trial

We may offer a free trial period. At the end of the trial, your account will be converted to a paid subscription or downgraded to a limited free tier, depending on the plan selected. We will notify you before any charges are applied.

7.3 Billing and Payment

Subscription fees are billed in advance on a monthly or annual basis, as selected at the time of purchase;
All fees are stated in United States Dollars (USD) unless otherwise specified;
Payment is due upon invoice and is processed through our third-party payment processor (Stripe);
You authorize us to charge your designated payment method for all applicable fees;
Failure to pay may result in suspension or termination of your account.

7.4 Price Changes

We may modify subscription pricing at any time. Price changes will take effect at the beginning of your next billing cycle. We will provide at least thirty (30) days' notice of any price increase.

7.5 Refunds

Subscription fees are generally non-refundable. However, if you cancel within the first fourteen (14) days of a new subscription or renewal, you may request a pro-rata refund for the unused portion of your subscription term. Refund requests should be directed to billing@closina.com.

7.6 Taxes

All fees are exclusive of applicable taxes. You are responsible for all taxes, levies, or duties imposed by taxing authorities in connection with your use of the Service, excluding taxes based on our net income.

8. Limitation of Liability

8.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components. We do not warrant the accuracy, reliability, or completeness of any data, information, or content provided through the Service.

8.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLOSINA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:

Any indirect, incidental, special, consequential, or punitive damages;
Any loss of profits, revenue, data, business opportunities, or goodwill;
Any damages arising from your reliance on the Service or any data processed through it;
Any damages exceeding the total amount paid by you to Closina in the twelve (12) months preceding the event giving rise to the claim.

These limitations apply regardless of the legal theory (contract, tort, strict liability, or otherwise) and even if Closina has been advised of the possibility of such damages.

8.3 Exceptions to the Limitation (Your Obligations Are Uncapped)

The limitations and caps in Section 8.2 limit Closina's liability to you. They do NOT apply to, limit, or cap any of the following, each of which is uncapped and unlimited:

your indemnification obligations under Section 9;
your breach of Section 4.3 (Telephony, Messaging, and Consent Compliance) or Section 4.4 (Conditions Precedent), including the representations and warranties therein;
your violation of applicable law, including the TCPA, TSR, CASL, or CRTC rules; or
your fraud, willful misconduct, gross negligence, or misrepresentation (including any false or inaccurate consent representation or flag).

8.4 AI Disclaimer

AI-generated content, transcriptions, analytics, and recommendations provided through the Service are for informational purposes only. They should not be relied upon as legal, medical, financial, or professional advice. You are solely responsible for decisions made based on AI-generated outputs.

9. Indemnification

9.1 General Indemnity

You agree to indemnify, defend, and hold harmless Closina, its affiliates, officers, directors, employees, and agents (the "Closina Parties") from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

Your use of the Service;
Your violation of these Terms;
Your violation of any applicable law or regulation;
Your infringement of any third-party rights;
The content or data you store, process, or transmit through the Service.

In addition to and without limiting Section 9.1, you will indemnify, defend, and hold harmless the Closina Parties from and against any and all claims, demands, actions, investigations, proceedings, judgments, awards, and settlements, and the resulting losses, liabilities, damages, costs, and expenses of every kind — expressly including (i) regulatory fines, civil penalties, administrative monetary penalties (including CASL/CRTC AMPs), forfeitures, and disgorgement; (ii) statutory, treble, and exemplary damages (including TCPA statutory damages and CASL statutory liability); (iii) amounts paid in settlement; and (iv) reasonable attorneys', expert, and investigation fees — arising out of or relating to:

any breach or inaccuracy of your representations or warranties in Section 4.3;
any misrepresentation by you to Closina regarding consent, opt-in status, or do-not-call status;
your violation of the TCPA, TSR, CASL, the CRTC rules, or any other telecommunications, anti-spam, or do-not-call law in connection with the Service or your Contact Data;
any claim by a recipient, prospect, or contact that they did not consent to, did not request, or were wrongly contacted through the Service; and
your unlawful collection, sourcing, or provision of any Contact Data.

This indemnity applies regardless of whether the claim is brought against you, against any Closina Party, or against both, and regardless of whether any Closina Party is a signatory to, or in privity with, the complaining recipient.

9.3 Indemnification Procedure

(a) Notice. Closina will use commercially reasonable efforts to notify you in writing promptly after Closina becomes aware of any claim, demand, suit, regulatory inquiry, or proceeding for which you may owe indemnification under this Section 9 (each, a "Claim"). Closina's failure or delay in providing notice relieves you of your obligations only to the extent you are materially prejudiced by such failure or delay.

(b) Control of Defense. You have both the right and the obligation, at your sole cost and expense and with counsel reasonably acceptable to Closina, to assume and control the defense of any Claim, provided you confirm in writing within ten (10) days of notice that you will defend and fully indemnify the Closina Parties for the Claim.

(c) Cooperation; Fees. Closina will, at your reasonable request and expense, provide reasonable cooperation in the defense of a Claim. Closina may participate in the defense and engage its own counsel at Closina's own expense; Closina is not obligated to bear any legal fees, costs, or expenses arising from a Claim it is entitled to be indemnified for, and you will reimburse any such fees, costs, or expenses Closina reasonably incurs.

(d) Closina's Right to Assume the Defense. If you fail to assume or diligently conduct the defense, dispute your indemnification obligation, or if the Claim seeks an injunction, regulatory order, or other non-monetary or equitable relief against any Closina Party, or a conflict of interest exists, Closina may assume control of its own defense with counsel of its choosing, and you will pay all reasonable fees, costs, expenses, settlements, judgments, fines, and penalties as they are incurred.

(e) Settlement; No Admissions Binding Closina. You will not consent to the entry of any judgment, enter into any settlement, or make any admission, stipulation, or concession with respect to any Claim that (i) imposes any monetary or non-monetary obligation, injunction, consent order, or restriction on any Closina Party; (ii) admits any fault, liability, violation of law, or wrongdoing by any Closina Party; (iii) does not include an unconditional release of the Closina Parties from all liability on the Claim; or (iv) could reasonably be expected to harm Closina's reputation or its standing with any regulator — in each case without Closina's prior written consent, which Closina may withhold in its sole discretion. Any settlement entered in violation of this Section is void as against the Closina Parties and does not bind them.

10. Termination

10.1 Termination by You

You may terminate your account at any time through the account settings or by contacting support@closina.com. Upon termination, your right to use the Service will cease immediately.

10.2 Termination by Us

We may suspend or terminate your account at any time if:

You breach any provision of these Terms;
Your payment is overdue for more than fifteen (15) days;
We are required to do so by law or regulation;
Your use of the Service poses a security risk or may cause harm to other users;
We discontinue the Service (with at least sixty (60) days' advance notice).

10.3 Effect of Termination

Upon termination:

All licenses granted to you under these Terms will immediately terminate;
You must cease all use of the Service;
You may request an export of your data within thirty (30) days of termination. After this period, we will delete your data in accordance with our data retention policies;
Sections of these Terms that by their nature should survive termination (including intellectual property, limitation of liability, the telephony and consent representations and warranties in Section 4.3, the conditions precedent in Section 4.4 (including the consent-record retention and audit-trail obligations), indemnification (Section 9), and governing law) will continue to apply.

11. Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

11.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English and held in a mutually agreed location or via videoconference.

11.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS PART OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

11.4 Exceptions

Notwithstanding the arbitration provision, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights. In addition, Closina may bring an action in any court of competent jurisdiction to (a) enforce your obligations under Section 4.3, Section 4.4, and Section 9, and (b) obtain injunctive or equitable relief to compel you to cease any non-compliant or unlawful use of the outbound communication features.

11.5 Regulatory Savings and Survival of Compliance Obligations

Nothing in this Section 11 or in Section 11.1 (Governing Law) limits, waives, or displaces the application of any mandatory telecommunications, anti-spam, or consumer-protection law — including the TCPA, the TSR, CASL, and the CRTC Unsolicited Telecommunications Rules and National DNCL — to the conduct of either party, or any regulator's authority thereunder. The choice of Delaware law governs the interpretation of these Terms between the parties; it does not purport to alter which substantive regulatory law applies to your communications. If the arbitration agreement (Section 11.2), the class-action waiver (Section 11.3), or the choice of law (Section 11.1) is held invalid or unenforceable by a court of competent jurisdiction (including under the consumer-protection law of any province or jurisdiction in which you reside or operate), that holding will not affect the validity or enforceability of your representations and warranties in Section 4.3, your obligations under Section 4.4, or your indemnification obligations under Section 9, all of which survive and remain enforceable in the courts of that jurisdiction, severable from the dispute-resolution provisions of this Section 11.

12. Changes to These Terms

We may modify these Terms at any time. When we make material changes, we will:

Post the updated Terms on our website;
Notify you via email or in-app notification at least thirty (30) days before the changes take effect;
Update the version number and effective date at the top of this document;
Require re-acceptance if the changes are substantive.

Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must discontinue use of the Service.

13. General Provisions

13.1 Entire Agreement

These Terms, together with the Privacy Policy, any applicable DPA, and your subscription agreement, constitute the entire agreement between you and Closina regarding the Service.

13.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

13.4 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction.

13.5 Force Majeure

We shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, epidemic or pandemic, or failures of third-party services.

13.6 Notices

Notices to you will be sent to the email address associated with your account. Notices to us should be sent to legal@closina.com.

14. Contact Information

If you have questions about these Terms, please contact us:

Email: legal@closina.com
Support: support@closina.com
Website: https://closina.com

Closina