CloseCore Terms of Service

These Terms of Service ("Terms") are a binding agreement between CloseCore, Inc., a Delaware corporation ("CloseCore", "Company", "we", or "us"), and the individual or entity that creates an account for, or uses, our self-service subscription plans ("Customer", "you"). By clicking "I agree" (or a similar control), creating an account, or accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must not access or use the Service.

These Terms apply to self-service and online plans. If you have signed a separate written agreement or order form with CloseCore, that agreement governs your use of the Service it covers and controls over these Terms to the extent of any conflict.

1. The Service

CloseCore is a self-service software-as-a-service platform for financial month-end close management, accessed through a web application at https://closecore.com, that can integrate with your ERP, cloud storage, and workplace messaging systems (the "Service"). These Terms govern self-service and online subscription plans.

Self-service plans are provided on an "AS IS" and "AS AVAILABLE" basis. We do not commit to any specific uptime, availability, or service level for self-service plans, and no service credits or availability remedies apply.

We may modify, update, add to, suspend, limit, or discontinue any part of the Service — including features, integrations, and plans — at any time, with or without notice, and without liability to you.

Some features may be offered as trials, previews, or "beta." Those are provided AS IS, may be changed or withdrawn at any time, may be subject to additional terms, and may be less reliable than generally available features.

2. Eligibility and Accounts

You must be at least 18 years old and able to form a binding contract. If you register for or use the Service on behalf of a company or other entity, you represent and warrant that you are authorized to bind that entity, and "you" refers to that entity.

You self-provision your account. You must provide accurate, current, and complete registration information, keep it up to date, and are responsible for configuring your account and for any users you invite to it.

You are responsible for safeguarding your login credentials and for all activity that occurs under your account, whether or not authorized by you. Notify us promptly at support@closecore.com of any suspected unauthorized use or security breach.

We may refuse, suspend, reclaim, or cancel any account, username, or registration at our discretion, including any we deem inappropriate.

3. Subscriptions, Fees, and Payment

The Service is offered on a subscription basis. Plan features, limits, and pricing are as described on our website or checkout page at the time you subscribe.

Fees are billed in advance on a recurring basis (monthly or annual, as you select) and are charged automatically to your designated payment method through our third-party payment processor. You authorize us and our payment processor to store your payment method and to charge all applicable fees — including renewal fees — until you cancel.

All fees are non-refundable and are payable in U.S. dollars, except where a refund is required by applicable law. We do not provide refunds or credits for partial subscription periods, unused time, or unused features.

Fees are exclusive of taxes. You are responsible for all sales, use, VAT, and similar taxes (excluding taxes based on our net income), which we may charge in addition to the fees.

If a payment is declined or past due, we may suspend or terminate your access, and continued nonpayment is a material breach. You agree to keep your payment information current. Initiating a chargeback or payment dispute without first contacting us to resolve the issue is a breach of these Terms.

Billing questions must be raised with us within thirty (30) days after the charge appears; otherwise the charge is deemed final and accepted.

4. Auto-Renewal and Cancellation

IMPORTANT — YOUR SUBSCRIPTION AUTOMATICALLY RENEWS. Unless you cancel before the end of the then-current billing period, your subscription renews automatically for another period of the same length, and we will charge your payment method the then-current fees for that renewal.

You may cancel at any time through your account settings (or by contacting support@closecore.com). Cancellation takes effect at the end of your current paid period. You keep access until then and will not be charged for the next period. We do not provide prorated or partial-period refunds for cancellation.

We may change plan pricing, features, or limits. We will give notice of price changes (by email or by posting) before they take effect on your next renewal. Continuing your subscription after a change takes effect constitutes acceptance; if you do not agree, cancel before the renewal.

We may decline to renew your subscription, or discontinue a plan, at our discretion.

5. Customer Data and Privacy

"Customer Data" means data that you or your users upload to, or generate in, the Service. As between you and us, you retain all right, title, and interest in Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data as needed to provide, secure, support, and improve the Service.

You are solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data, and for having all rights necessary to provide it to us. You are responsible for maintaining your own copies, exports, and backups of your data and records; the Service is not your system of record.

We may generate and use aggregated and de-identified data (that does not identify you or any individual) for any lawful business purpose, including to operate, secure, analyze, and improve our products and services. We do not sell Customer Data, and we will not use your Customer Data to train machine-learning models for the benefit of third parties.

We maintain reasonable and appropriate technical and organizational measures designed to protect Customer Data, including encryption in transit and at rest and access controls. However, no method of transmission or storage is completely secure, and we do not guarantee absolute security.

Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. We will make a Data Processing Addendum available on request where required by applicable data protection law.

6. Acceptable Use and Your Responsibilities

You will use the Service only in compliance with these Terms and all applicable laws and regulations, and you are responsible for your users’ compliance. We may (but are not obligated to) monitor use of the Service and may prohibit any use we believe violates these Terms.

You will not, and will not permit anyone to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or underlying structure, ideas, or algorithms of the Service or any related software (the "Software");
• copy, modify, translate, or create derivative works of the Service or Software, except as expressly permitted;
• resell, sublicense, rent, lease, or use the Service on a timesharing or service-bureau basis, or otherwise for the benefit of a third party;
• use the Service to build, train, or assist a competing product or service, or for benchmarking or competitive analysis;
• scrape the Service, or exceed, circumvent, or interfere with usage limits, rate limits, security, or the integrity or performance of the Service;
• upload or transmit viruses or malicious code, or any unlawful, infringing, harmful, or objectionable content;
• misrepresent your identity or affiliation, or share accounts or credentials to exceed your plan’s capacity or user limits;
• remove any proprietary notices, or export or re-export the Service in violation of U.S. or other applicable export control or sanctions laws.

Fair use and integration limits. Certain third-party systems the Service integrates with — including, without limitation, the Sage Intacct ERP — impose usage-based fees, rate limits, or other restrictions on programmatic or API access. We may establish and enforce reasonable usage limits and may monitor your integration usage. If your usage exceeds those limits or is, in our reasonable judgment, excessive, abusive, or likely to harm, overburden, or impair the Service, any integrated system, or any other user, we may throttle, suspend, or deny usage, in whole or in part, without liability, and may act immediately and without prior notice where we reasonably determine immediate action is necessary to prevent abuse or mitigate harm.

Professional responsibility. The Service assists with the accounting close but is a software tool — it does not provide accounting, audit, tax, or legal advice. You are solely responsible for reviewing and verifying all outputs, calculations, reconciliations, and reports, and for your own financial statements, internal controls, and regulatory compliance. Do not rely on the Service as a substitute for professional judgment.

7. Intellectual Property; Feedback

We and our licensors own all right, title, and interest in and to the Service and Software, all improvements, enhancements, and modifications, and all related intellectual property rights, which are protected by copyright, trademark, patent, trade secret, and other laws. All rights not expressly granted are reserved.

Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service for your internal business purposes during your subscription. You may not transfer your account or any rights under these Terms to any third party.

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate them for any purpose, without restriction or obligation to you.

8. Confidentiality

Each party may access non-public information of the other ("Confidential Information"), including, for us, non-public information about the features, functionality, and performance of the Service, and, for you, Customer Data. The receiving party will use reasonable care to protect Confidential Information and will not use or disclose it except to provide or use the Service or as otherwise permitted in these Terms.

Confidential Information does not include information that is or becomes public without breach, was already known to the receiving party, was independently developed without use of the other party’s Confidential Information, or was rightfully received from a third party; and either party may disclose Confidential Information as required by law.

9. Suspension and Termination

We may suspend or terminate your access to all or part of the Service at any time, with or without notice, including for suspected violation of these Terms or the Acceptable Use section, nonpayment, risk to the Service or others, or legal, security, or regulatory reasons.

You may cancel your subscription as described in the Auto-Renewal and Cancellation section.

On termination or expiration, your right to use the Service ceases. We will make Customer Data available to you for export for up to thirty (30) days, after which we may delete it, except that we may retain copies as needed for legal, compliance, backup, or regulatory purposes. We are not liable for any deletion of Customer Data consistent with these Terms, and no refunds are due upon termination.

Provisions that by their nature should survive termination will survive, including provisions on accrued payment obligations, intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution.

10. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, THE SOFTWARE, AND ANY IMPLEMENTATION, SUPPORT, OR OTHER SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. WE AND OUR SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT IT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY RESULTS, CALCULATIONS, OR OUTPUTS OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE. YOU USE THE SERVICE AT YOUR OWN RISK. THIRD-PARTY INTEGRATIONS, SYSTEMS, AND SERVICES ARE PROVIDED BY THEIR RESPECTIVE PROVIDERS AND ARE NOT WARRANTED BY US.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR LIABILITY FOR BODILY INJURY CAUSED BY A PARTY’S NEGLIGENCE, NEITHER PARTY — AND, FOR US, OUR SUPPLIERS, OFFICERS, AFFILIATES, AGENTS, CONTRACTORS, AND EMPLOYEES — WILL BE LIABLE UNDER ANY THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, OR GOODWILL, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID US FOR THE SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR, IF YOU HAVE NOT PAID ANY FEES, FIFTY U.S. DOLLARS (US$50).

These limitations apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations of liability, so some of the above may not apply to you; in that case our liability is limited to the least extent permitted by law.

12. Indemnification

You will defend, indemnify, and hold harmless CloseCore and its affiliates, and their respective officers, directors, employees, contractors, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your Customer Data; (b) your use of the Service; (c) your violation of these Terms or any applicable law; or (d) your violation of any third-party right, including any intellectual property or privacy right.

If the Service is alleged to infringe a third party’s intellectual property right, our sole obligation and your exclusive remedy is that we may, at our option and expense, procure the right for you to continue using the Service, modify the Service to be non-infringing, or terminate your subscription and refund any prepaid, unused fees for the affected period.

13. Changes to These Terms

We may modify these Terms at any time. We will post the updated Terms and update the "Last updated" date below, and for material changes we will provide notice by email or in-product. Changes are effective when posted, or on any later effective date we specify. Your continued access to or use of the Service after changes take effect constitutes acceptance of the revised Terms; if you do not agree, you must stop using the Service and cancel.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws provisions.

Informal resolution first. Before starting a formal proceeding, you agree to contact us at support@closecore.com and attempt in good faith to resolve the dispute informally for at least thirty (30) days.

Binding arbitration. Any dispute not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Seattle, Washington. Judgment on the award may be entered in any court of competent jurisdiction.

Class action and jury waiver. Arbitration and any other proceeding will take place only on an individual basis. Class arbitrations, class actions, and representative or collective actions are not permitted, and each party waives any right to a jury trial.

Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information.

Time to bring claims. Any claim arising out of or relating to the Service or these Terms must be brought within one (1) year after the claim arises, or it is permanently barred, to the extent permitted by law.

15. General

Entire agreement; order of precedence. These Terms, together with our Privacy Policy and any plan, pricing, or checkout page you accept, are the entire agreement between you and us for self-service plans and supersede all prior or contemporaneous understandings on their subject matter. If you have entered into a separate written agreement or order form with CloseCore (for example, an enterprise Services Agreement), that agreement controls over these Terms to the extent of any conflict for the Service covered by it. Any conflicting or additional terms in your purchase order or similar document have no force or effect.

Assignment. You may not assign or transfer these Terms or your account, in whole or in part, without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control.

Severability; waiver. If any provision is held unenforceable, it will be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect. Our failure to enforce any provision is not a waiver of our right to enforce it later.

Notices. We may provide notices to you by email to the address associated with your account or by posting within the Service or on our website; such notices are effective when sent or posted. The parties are independent contractors, and no agency, partnership, joint venture, or employment relationship is created by these Terms.

Export and sanctions. You represent that you are not located in, or a national or resident of, any country subject to U.S. embargo, and that you are not on any U.S. government restricted-party list, and you will comply with all applicable export control and sanctions laws.

Contact Us

If you have any questions about these Terms, contact us at support@closecore.com.

Last updated: August 25, 2026