Terms of Service

These Terms govern all use of the Closary CRM platform, websites, mobile access, implementation and onboarding services, support and any related deliverables.

Commercial details such as plan, number of users, included modules, term and fees are set out in the quote, proposal or order form signed by both parties. In case of conflict, the signed order form prevails over these Terms for the specific commercial items it addresses.

If you accept these Terms on behalf of a company you represent that you have authority to bind that company.

The Services are for business use by users who are at least 18 years old and legally able to enter into contracts.

You are responsible for the accuracy of registration data, for maintaining the confidentiality of credentials, for configuring roles and permissions, and for all activity that occurs under your account. Notify us immediately of any unauthorized access.

Named user licenses may not be shared. Adding users beyond the contracted quantity triggers additional fees at the then current rate.

Closary CRM provides contact and pipeline management, automation, email and WhatsApp messaging, telephony and call analysis, e-signature of contracts, payment collection workflows, reporting and artificial intelligence features such as real time sales assistance, follow up scoring and content generation.

We continuously improve the Services and may add, modify or remove features. We will not materially reduce the core functionality of a paid plan during a paid term without offering notice and, where the reduction is material, a pro rated refund of the unused period.

Beta or early access features are provided as is, may be discontinued at any time and are excluded from any service level commitment.

Onboarding includes the activities described in your proposal, which may involve kickoff, technical configuration, data migration, integration setup and team training over a defined schedule.

Timelines assume timely cooperation, delivery of data in the agreed format and availability of your team. Delays attributable to the Customer may shift the schedule and do not extend the billing start date.

Custom development, additional integrations or scope beyond the proposal are quoted separately and require written approval.

Fees are stated in the order form and are billed in advance, monthly or annually according to the selected cycle. Implementation fees are billed as agreed in the proposal.

Unless a written agreement states otherwise, fees are non refundable and payments are not creditable for partial periods, downgrades or unused users.

Invoices are due on the date indicated. Overdue amounts may accrue interest at 1.5 percent per month or the maximum permitted by law, and we may suspend the Services after written notice of 10 days.

Fees are exclusive of taxes, duties and withholdings. You are responsible for all applicable taxes other than taxes on our net income.

We may change prices for a renewal term with at least 30 days notice before the renewal date.

Subscriptions start on the activation date and continue for the term stated in the order form. Unless the order form says otherwise, subscriptions renew automatically for successive periods of the same length.

Either party may prevent renewal by giving written notice at least 30 days before the end of the current term.

Cancellation takes effect at the end of the paid period. Closary does not offer free trials, and quotes are customized per business.

You agree not to use the Services to send unsolicited bulk messages, spam or communications that violate anti spam, telemarketing or messaging platform policies, including WhatsApp Business policies.

You agree not to upload malware, attempt to gain unauthorized access, probe or scan our infrastructure, bypass usage limits, reverse engineer the software, resell or provide the Services to third parties without authorization, or use the Services to build a competing product.

You agree not to upload unlawful, infringing, defamatory or harmful content, and not to upload regulated data without a written agreement covering it.

We may suspend access without prior notice when necessary to protect the platform, other customers or third parties, and we will restore access once the risk is resolved.

You retain all right, title and interest in your data. You grant us a limited, worldwide, non exclusive license to host, process, transmit and display your data solely to provide, secure and support the Services and as instructed by you.

You represent that you have all rights, consents and lawful bases required to upload and process the personal data contained in your workspace, including for call recording, messaging and marketing.

We may use aggregated and de identified data that does not identify you or any individual to improve the Services and produce benchmarks.

You may export your data at any time while the account is active and during the 30 day period after termination, after which data is scheduled for deletion.

Our processing of personal data is described in the Privacy Policy, which forms part of these Terms. Where we act as processor for your workspace data, our data processing addendum applies and is available on request.

We implement appropriate technical and organizational measures and require equivalent commitments from our subprocessors. A current subprocessor list is available on request and we provide notice of material changes.

AI features generate suggestions, summaries, scores and drafted content based on your workspace data. Output can be inaccurate or incomplete and must be reviewed by a human before being relied upon.

You are responsible for the use you make of AI outputs, including compliance with laws on marketing, credit, employment, discrimination and consumer protection.

AI usage may be subject to fair use limits described in your plan. We may apply reasonable rate limits to protect platform stability.

The Services can connect to third party tools such as email providers, calendars, telephony, WhatsApp Business, social platforms and payment gateways. Those services are provided by their own vendors under their own terms and pricing.

We are not responsible for the availability, security or changes of third party services, and a change or discontinuation on their side is not a breach of these Terms.

QuickBooks Online is connected by the Customer's own authorization and can be disconnected at any time. The Customer is responsible for choosing the accounts and settings used to post records to QuickBooks and for reviewing them with its accountant.

Intuit, QuickBooks and QuickBooks Payments are trademarks of Intuit Inc. Closary CRM is not affiliated with or endorsed by Intuit.

Closary and its licensors own the platform, software, models, documentation, trademarks, designs and all improvements. No rights are granted other than the limited right to use the Services during the subscription term.

If you send feedback or suggestions you grant us a perpetual, irrevocable, royalty free license to use them without obligation to you.

Each party will protect the other party's confidential information with at least reasonable care, use it only to perform under these Terms and disclose it only to personnel and advisors bound by confidentiality.

Confidentiality obligations survive for 3 years after termination, and indefinitely for trade secrets. Disclosure required by law is permitted with prior notice where legally allowed.

We target an availability of 99.5 percent monthly, excluding scheduled maintenance announced in advance, emergency maintenance and events outside our reasonable control.

Support is provided during business hours in Eastern Time through email, WhatsApp and the in product channels included in your plan. Response targets depend on the plan and on the severity of the incident.

We warrant that the Services will perform materially as described in the documentation and that support will be provided in a professional manner.

Except as expressly stated, the Services are provided as is and we disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose, non infringement, and any warranty that the Services will be uninterrupted, error free or produce specific commercial results such as a given number of sales, leads or revenue.

Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data or loss of goodwill, even if advised of the possibility.

Each party's aggregate liability arising out of or related to these Terms is limited to the total fees paid or payable by Customer in the 12 months preceding the event giving rise to the claim.

These limitations do not apply to your payment obligations, to either party's indemnification obligations, or to liability that cannot be limited under applicable law.

We will defend and indemnify you against third party claims alleging that the Services as provided by us infringe a valid intellectual property right, and will pay damages finally awarded, provided you notify us promptly, give us control of the defense and reasonably cooperate.

You will defend and indemnify us against third party claims arising from your data, your use of the Services in violation of law or these Terms, or your communications sent through the Services.

We may suspend or terminate access for material breach not cured within 15 days of written notice, for non payment, or for use that creates legal or security risk.

You may terminate for our uncured material breach and receive a pro rated refund of prepaid unused fees for the affected period.

Upon termination all licenses end, outstanding fees become due, and data handling follows the retention rules in the Privacy Policy.

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, terrorism, labor disputes, governmental action, internet or utility failures and attacks on infrastructure.

These Terms are governed by the laws of the State of Florida, United States, without regard to conflict of law rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will attempt to resolve disputes in good faith for 30 days. Any unresolved dispute will be submitted to the exclusive jurisdiction of the state and federal courts located in Miami Dade County, Florida, and both parties waive any objection to that venue.

Claims must be brought within one year after the claim arose. Each party waives any right to a jury trial and to participate in a class action, to the extent permitted by law.

We may update these Terms. Material changes will be notified by email or in product at least 15 days before they take effect. Continued use after the effective date constitutes acceptance. If you object to a material change you may terminate before it takes effect and receive a pro rated refund of prepaid unused fees.

These Terms together with the Privacy Policy and the applicable order form are the entire agreement and supersede prior proposals and communications on the subject.

You may not assign these Terms without our written consent, except to a successor of all or substantially all of your business. We may assign to an affiliate or successor.

If a provision is held unenforceable, the rest remains in effect. Failure to enforce a right is not a waiver. There are no third party beneficiaries. Notices are given by email to the addresses on file.

If these Terms are provided in more than one language and there is a conflict, the English version prevails.

Route to Grow LLC, operating as Closary CRM, Miami, Florida, United States.