CloseCore Terms of Service

CloseCore is a Software-as-a-Service (SaaS) platform for month-end close management. The Service includes a web-based software application, documentation, and related support services as described in your subscription agreement, order form, or statement of work ("Subscription Agreement").

2.1. Service Availability. We strive to maintain 99.9% uptime for the Service, measured monthly excluding scheduled maintenance windows, weekends and holidays. We will provide at least 48 hours advance notice for scheduled maintenance that may affect Service availability.

2.2 Service Modifications. We reserve the right to modify, update or enhance the Service at any time. We will provide reasonable advance notice of material changes that may adversely affect your use of the Service.

3.1. Subscription Plans. The Service is provided on a subscription basis according to the plan you select. Your subscription details, including features, limitations and pricing, are specified in your Subscription Agreement.

3.2. Payment Terms. Payment Terms are set forth in your Subscription Agreement.

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.

4.1 Account Registration. To access the Service, you must provide accurate, current and complete information to your Account Representative, who will provision your account for you. You agree to promptly update your account information to maintain its accuracy.

4.2 Account Security. You are responsible for maintaining the confidentiality of your login credentials, all activities that occur under your account, implementing appropriate access controls for your team members, and notifying us within 48 hours of any authorized use or security breach.

4.3 Account Requirements. By maintaining an account, you represent that you are at least 18 years old and authorized to use the Service by a binding and current subscription agreement.

5.1 You retain all right, title and interest in and to your data uploaded or processed by the Service to enable provision of the Services ("Customer Data").

5.2 License to Process Customer Data. You grant us a limited license to access, use and process Customer Data solely to provide the Service, including:

• Hosting and storing Customer Data
• Processing data to deliver Service functionality
• Creating backups and ensuring data redundancy
• Providing customer support

5.3 Data Security and Protection. We implement industry-standard security measures to protect Customer Data, including:

• Encryption in transit and at rest
• Regular security assessments and monitoring
• Access controls and authentication mechanisms
• SOC 2 Type II compliance

5.4 Data Retention and Deletion. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company will destroy all Customer Data, with the exception that CloseCore may retain copies of Customer Data in accordance with any legal, compliance or regulatory purpose.

6.1. Compliance. You agree to use the Service in compliance with all applicable laws, regulations, and these Terms.

6.2 Prohibited Uses. You agree not to use the Service to:

• Violate any applicable laws or regulations
• Infringe on the intellectual property rights of others
• Transmit any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or invasive of another's privacy
• Upload or transmit viruses or any other malicious code
• Interfere with or disrupt the integrity or performance of the Service
• Attempt to gain unauthorized access to any portion of the Service or any other systems or networks connected to the Service
• Impersonate or misrepresent your affiliation with any person or entity.
• Use the Service for competitive intelligence or to build a competing service.

6.3. 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.

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. All rights not expressly granted are reserved.

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 internal business purposes during your subscription term.

7.3. Restrictions. You may not:

• Copy, modify, or create derivative works based on the Service
• Reverse engineer, decompile, or disassemble any portion of the Service
• Remove any copyright or other proprietary notices from the Service
• Transfer your account or any rights granted under these Terms to any third party
• Use the Service to develop competing products

8.1. Privacy Policy. Your privacy is important to us. Our collection and use of information is governed by our Privacy Policy at https://closecore.com/privacy, which is incorporated by reference.

8.2. Data Processing. We comply with applicable data protection laws in our processing of personal data. We will execute a Data Processing Agreement upon request for customers subject to such regulations.

9.1. Termination by Company. In addition to any other remedies it may have, CloseCore may terminate your Subscription Agreement immediately, if you materially breach any of the terms or conditions of these Terms or your subscription agreement.

9.2. Termination by Customer. You may terminate your subscription agreement upon thirty (30) days' notice, if we materially breach any of the terms or conditions of these Terms or your subscription agreement.

9.3. 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.

10.1. 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.

10.2. 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.

11.1. "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.

11.2. 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.

12.1 Customer 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:

• Your use and access of the Service
• Your violation of any term of these Terms
• Your violation of any third-party right, including without limitation any copyright, property, or privacy right
• Any claim that your User Content caused damage to a third party

13.1 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.

13.2. Dispute Resolution Process. For any dispute you have with the Company, you agree to first contact us at team@closecore.com and attempt to resolve the dispute informally.

13.3 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 Seattle, WA by a single arbitrator in accordance with the rules of the American Arbitration Association.

13.4. Class Action Waiver. Any arbitration to resolve a dispute will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted.

13.5 Injunctive Relief. Either party may seek injunctive relief in court for breaches of the other party's confidentiality or intellectual property rights.

14.1 Order of Precedence. These Terms, together with the details of your Subscription Agreement and referenced policies, constitute the complete agreement between the parties. In the event of any conflict between these Terms and the terms of your separate written Subscription Agreement, the Customer Agreement shall control with respect to the conflicting provisions only. All other provisions of these Terms shall remain in full force and effect.

14.2 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.

14.3 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.

14.4 Waiver. Failure to enforce any provision does not waive our right to enforce it later.