Terms of Service

1. About these Terms

These Terms of Service ("Terms") are a binding agreement between Closelio AI LLC, a {{ENTITY_STATE}} limited liability company ("Closelio," "we," "us," or "our"), and the business or person that creates an account and pays for the service ("Customer," "you," or "your").

The Terms cover your use of our websites at closelio.ai, our web application at app.closelio.ai, our API at api.closelio.ai, and every feature we make available through them (together, the "Service").

The following documents are part of these Terms. When you accept these Terms, you also accept them:

• Acceptable Use Policy
• Communications Compliance Addendum
• Data Processing Addendum
• Included-Usage Terms
• SMS Terms
• Agency Addendum, if you run an agency workspace
• Independent Agent Addendum, if you join an agency workspace as an agent

Our Privacy Policy explains how we handle personal information.

If one of these documents conflicts with these Terms, the more specific document controls for its subject matter.

2. Who can use the Service

The Service is built for businesses, mainly US life and health insurance agents and agencies. It is not for personal, family, or household use. By creating an account, you confirm that:

• you are at least 18 years old;
• you are using the Service for business purposes in the United States;
• if you sign up for a company, you have authority to bind that company to these Terms, and "you" means that company; and
• you hold, and will keep, any license or appointment the law requires for the insurance business you conduct through the Service.

We may refuse or close an account that does not meet these requirements.

3. Accounts, workspaces, and seats

Your account. You must give us accurate, complete information when you sign up and keep it current. You are responsible for keeping login credentials secure and for everything that happens under your account. Tell us right away at legal@closelio.ai if you think someone has accessed your account without permission.

Users and seats. You may invite people into your workspace ("Users"). Each User takes a seat on your plan. You are responsible for your Users. Their actions in the Service count as your actions under these Terms. Seats are for named individuals. Do not share a single login among several people.

Agency workspaces. An agency owner can create an agency workspace, invite downline agents as Users, and pay for their seats. Depending on role permissions, the agency owner can see data in the agency workspace. An agent may also keep a separate solo workspace for their own book of business. The Agency Addendum and Independent Agent Addendum cover how these arrangements work.

4. The Service and how it may change

The Service is a web CRM with tools for managing leads, pipeline, appointments, policies sold, and commissions. Depending on your plan and settings, it also includes outbound and inbound text messaging from US phone numbers assigned to you, automated message sequences, AI-written replies, AI voice agents that place and answer calls, a multi-line power dialer, call recording and transcripts, lead import and integrations, calendar sync, and email features.

We are always working on the Service. We may add, change, or remove features. If we remove a feature in a way that materially reduces the core functionality you pay for, we will give you reasonable advance notice when we can. Features labeled beta or early access may change or end without notice.

We do not promise that the Service will be available at all times or free of errors.

5. Plans, billing, and renewal

Plans. We offer subscription plans (currently Starter, Pro, and Scale) billed monthly or annually. Plan features, seat counts, and usage allowances are described in the app at checkout and in the Included-Usage Terms. Some features, such as additional power dialer lines on Starter, are sold as add-ons.

Payment. We process payments through Stripe. By subscribing, you authorize us to charge your payment method for the subscription fees, add-ons, usage charges, and pass-through fees described in these Terms, on a recurring basis, until you cancel. You must keep a valid payment method on file.

Automatic renewal. Your subscription renews automatically at the end of each billing period for the same length of time, at the then-current price, unless you cancel before the renewal date.

Cancel anytime. You can cancel at any time from the billing settings in the app. Cancellation stops the next renewal. You keep access until the end of the period you have already paid for, and then your subscription ends.

No refunds. Fees are non-refundable, including for partial periods, unused seats, and unused allowances, except where the law requires a refund.

Price changes. We may change our prices. We will give you at least 30 days' notice before a price increase applies to your subscription. The new price takes effect at your next renewal after the notice period. If you do not agree, you can cancel before then.

Late or failed payments. If a charge fails, we may retry it and may suspend the Service until your account is current (see Section 14). For billing disputes, write to legal@closelio.ai. Please contact us before filing a chargeback so we can try to resolve the issue.

Free offers. We do not currently offer a free trial. If we offer a trial, promotion, or discount in the future, its specific terms will be shown when you accept it.

6. Taxes

Our prices do not include taxes. You are responsible for any sales, use, value-added, or similar taxes that apply to your purchase, other than taxes on our income. Where we are required to collect a tax, we will add it to your invoice.

7. Carrier, registration, and other pass-through fees

Sending texts and placing calls depends on telecommunications carriers and the industry systems around them. Some of those parties charge fees, for example to register your brand and messaging campaign under the A2P 10DLC system, or per-message and per-call carrier charges. We pass these fees through to you as described in the Included-Usage Terms. Pass-through fees can change when the third party changes them, sometimes without advance notice to us. They are generally non-refundable, including when a carrier rejects a registration.

8. Usage allowances and limits

Your plan includes certain amounts of usage, such as messages, call minutes, and AI features. Usage above your allowance is charged at the rates in the Included-Usage Terms. We may also set technical limits on usage to protect the Service, other customers, and our carrier relationships.

Before A2P approval. Until your A2P 10DLC registration is approved, each seat is limited to 300 outbound dials per day, and carriers may limit or block text messages from your numbers. We file your brand and campaign registration through our telecommunications provider using the information you give us. Carriers decide whether and when to approve it. We do not control the outcome or the timing, and we are not responsible for a carrier's decision or delay. You must give us accurate information for the registration and keep it current.

9. Your responsibilities and compliance

You are responsible for how you use the Service and for every text, call, email, and recording you make or send through it. This includes those created, sent, or placed automatically by sequences, the power dialer, or AI features you turn on.

In particular, you are responsible for:

• getting and keeping the consent that the law requires before you text or call any Contact, and keeping proof of it;
• complying with all laws that apply to your outreach, including federal and state telemarketing, do-not-call, call-recording, privacy, and insurance marketing laws, and carrier and industry messaging rules;
• honoring opt-out requests and do-not-call requests promptly;
• contacting people only during the hours the law allows;
• giving any notice the law requires before recording a call; and
• the accuracy and lawfulness of the data you upload and the content you create.

The Communications Compliance Addendum sets out these obligations in more detail. The Acceptable Use Policy lists conduct that is not allowed.

Compliance tools are tools, not guarantees. The Service includes features that can help you run a compliant operation, such as consent records, consent attestations, an internal do-not-call list, STOP handling, quiet-hours settings, daily dial caps, and a recording disclosure setting. These features depend on your settings and the data you provide. They do not make your outreach lawful, they are not legal advice, and they do not shift your legal responsibility to us. You should get your own legal advice about your outreach.

10. AI features

Some features use artificial intelligence to write text messages, summarize conversations, assist you in the app, and speak with Contacts by phone.

AI output can be wrong, incomplete, out of date, or inappropriate. It may misstate facts about insurance products, prices, eligibility, or coverage. You agree that:

• you are responsible for reviewing how you configure AI features, including scripts, prompts, and instructions, and for monitoring what they send and say for you;
• you are responsible for everything the AI features send or say in your name, as if you had sent or said it yourself;
• you will not rely on AI output as legal, compliance, tax, medical, or insurance advice;
• you will not let AI features bind coverage, make promises about benefits, or give advice that requires a license; and
• you will disclose that a Contact is speaking or texting with an AI system where the law requires that disclosure, and you will comply with any consent rules that apply to artificial or prerecorded voices.

11. Your data

You own your data. As between you and us, you own the data you and your Users put into the Service, including Contact and lead records, messages, call recordings, transcripts, notes, and files ("Customer Data").

What we may do with it. You give us a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data as needed to provide, secure, support, and maintain the Service for you, to prevent abuse, and to comply with law. This license includes sharing Customer Data with the subprocessors listed in our Subprocessor List for those purposes. We process personal information about Contacts on your behalf, as described in the Data Processing Addendum. We do not sell Customer Data.

Your promises about your data. You confirm that you have the rights and consents needed to upload Customer Data and to have us process it as these Terms describe, and that doing so does not violate any law or anyone's rights.

Usage information. We may use information about how the Service is used, such as performance and error data, to operate, secure, and improve the Service, including in aggregated or de-identified form that does not identify you, your Users, or your Contacts.

12. Our intellectual property and feedback

Our property. The Service, including its software, design, and content (but not Customer Data), belongs to us and our licensors. These Terms do not transfer any ownership to you.

Your license to use the Service. While your subscription is active and you are in compliance with these Terms, we give you a limited, non-exclusive, non-transferable right for you and your Users to use the Service for your internal business purposes.

Restrictions. You may not copy, resell, sublicense, or rent the Service; build a competing product using it; or try to access the Service by means other than the interfaces we provide. The Acceptable Use Policy includes further restrictions.

Feedback. If you send us suggestions or feedback, we may use them freely without any obligation to you.

13. Third-party services

The Service works with services that other companies provide. Some are used to deliver the Service, such as carriers and our subprocessors. Others you choose to connect, such as Google sign-in and Calendar, Meta lead ads, and lead vendor webhooks. When you connect a third-party service, its terms and privacy practices govern your relationship with that provider. We are not responsible for third-party services or how they handle data you share with them. If a provider changes or ends its service, we may need to change or remove the related feature.

14. Suspension

We may suspend all or part of the Service, including texting, calling, or specific phone numbers, for your account or for particular Users if:

• a payment is past due;
• we reasonably believe you or your Users have violated these Terms, the Acceptable Use Policy, or the Communications Compliance Addendum;
• a carrier, our telecommunications provider, or a government authority requires or asks us to, or your traffic puts our carrier relationships or other customers at risk;
• we receive complaints about your messages or calls, or see high opt-out, spam-report, or blocking rates; or
• suspension is needed to prevent harm, address a security threat, or comply with law.

When it is practical and lawful, we will tell you why and give you a chance to fix the issue first. Where the risk is urgent, we may act first and tell you afterward. Fees continue during a suspension caused by your breach or non-payment. We will restore the Service once the issue is resolved to our reasonable satisfaction.

15. Termination, export, and deletion

By you. You can end your subscription at any time by cancelling, as described in Section 5.

By us. We may terminate these Terms or your account on written notice if you materially breach these Terms and do not fix the breach within a reasonable time after we notify you, or immediately if the breach cannot be fixed, is serious, or creates legal or carrier risk. We may also end the Service for all customers or for a plan with reasonable advance notice.

What happens at the end. When your subscription ends, your right to use the Service stops. Any amounts you owe become due. For {{TODO: data retention days after termination}} days after termination, you can ask us to help you export your Customer Data by writing to privacy@closelio.ai, unless we terminated your account because of a serious violation or the law prevents it. After that window, we will delete Customer Data from the active Service, except for copies we must keep by law, copies kept to resolve disputes or enforce these Terms, and copies in backups that are deleted on their normal schedule. You should export anything you need before your subscription ends.

What survives. Sections that by their nature should continue after termination will continue. These include payment obligations, Sections 9 through 12, and Sections 16 through 22.

16. Disclaimer of warranties

THE SERVICE, INCLUDING ALL AI FEATURES AND COMPLIANCE TOOLS, IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT MESSAGES OR CALLS WILL BE DELIVERED OR CONNECTED, THAT CARRIERS WILL APPROVE ANY REGISTRATION, THAT AI OUTPUT WILL BE ACCURATE, OR THAT USING THE SERVICE WILL MAKE YOUR OUTREACH COMPLY WITH THE LAW. WE DO NOT PROVIDE LEGAL ADVICE.

17. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS:

(a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, COMMISSIONS, BUSINESS, GOODWILL, OR DATA, EVEN IF IT WAS TOLD SUCH DAMAGES WERE POSSIBLE.

(b) OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM.

(c) THE LIMITS IN THIS SECTION DO NOT APPLY TO {{TODO: liability exclusions per counsel (e.g., Customer's indemnity obligations, Customer's payment obligations, Customer's breach of the AUP or Communications Compliance Addendum)}}.

These limits apply under every theory of liability, even if a limited remedy fails of its essential purpose.

18. Indemnity

You will defend Closelio and its owners, officers, employees, and agents against any third-party claim, investigation, or proceeding, and pay any resulting losses, damages, fines, penalties, settlements, and reasonable legal fees and costs, to the extent it arises from:

• texts, calls, emails, voicemails, or recordings sent, placed, or made through your account, including by automated sequences, the power dialer, or AI features you configured;
• your failure to get, keep, or prove consent, or to honor opt-out or do-not-call requests;
• Customer Data or content you or your Users provide, including scripts and prompts;
• information you provided for carrier registration; or
• your or your Users' breach of these Terms or violation of law.

We will tell you promptly about any claim, let you control the defense, and give you reasonable help at your expense. You may not settle a claim in a way that admits fault for us or imposes obligations on us without our written consent. We may take part in the defense with our own counsel at our own cost.

19. Resolving disputes

Talk to us first. If you have a dispute with us, please write to legal@closelio.ai and describe the issue and the remedy you want. We will do the same with you. Both parties will try in good faith to resolve the dispute informally for at least 30 days before starting arbitration.

Binding arbitration. If we cannot resolve it, any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration before a single arbitrator in {{ARBITRATION_VENUE}}, under the rules of {{TODO: arbitration administrator and rules per counsel}}. A court with jurisdiction may enter judgment on the arbitrator's award.

No class actions. You and we may bring claims against each other only individually, not as a plaintiff or class member in any class, collective, consolidated, or representative action. The arbitrator may not combine more than one party's claims or preside over any form of class or representative proceeding. If this class waiver is found unenforceable for a particular claim, that claim must be decided in court, not arbitration.

Exceptions. Either party may bring an individual claim in small claims court if it qualifies. Either party may also ask a court for an injunction or other equitable relief to protect its intellectual property, confidential information, or the security of the Service, or to stop a violation of the Acceptable Use Policy.

20. Governing law

These Terms are governed by the laws of {{GOVERNING_LAW}}, without regard to its conflict-of-laws rules, and by the Federal Arbitration Act for Section 19. For any matter that is not subject to arbitration, the parties agree to the exclusive jurisdiction of the state and federal courts located in {{ARBITRATION_VENUE}}.

21. Changes to these Terms

We may update these Terms and the documents listed in Section 1. If a change to these Terms, the Acceptable Use Policy, the Communications Compliance Addendum, or the Data Processing Addendum is material, we will notify you by email, in the app, or both. You will be asked to accept the updated version in the app before you can continue using the Service. Changes to other documents take effect 30 days after we give notice. Changes that are not material, such as clarifications or formatting fixes, take effect when posted. If you do not agree to a change, you can stop using the Service and cancel your subscription.

22. General terms

Notices. We may send notices to the email address on your account or show them in the app. You must keep your email address current. You may send legal notices to legal@closelio.ai, with a copy by mail to Closelio AI LLC, {{ADDRESS}}.

Assignment. You may not assign or transfer these Terms without our written consent. We may assign these Terms to an affiliate or as part of a merger, acquisition, or sale of all or substantially all of our business or assets. Any attempted assignment in violation of this section is void.

Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control. Examples include carrier filtering, blocking, or registration delays; carrier, telecommunications, internet, or cloud hosting outages; failures of third-party services; changes in law or carrier rules; natural disasters; labor disputes; and government action. This does not excuse your obligation to pay.

Independent parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship. We are a technology provider and are not a party to your communications with your Contacts.

Entire agreement. These Terms, together with the documents listed in Section 1 and any order details you accept in the app, are the entire agreement between you and us about the Service. They replace any prior agreements or understandings on the same subject. Terms in your purchase orders or other documents do not apply.

Severability and waiver. If any part of these Terms is found unenforceable, it will be enforced to the maximum extent allowed, and the rest will remain in effect. Our failure to enforce a provision is not a waiver of our right to do so later.

No third-party beneficiaries. These Terms do not give rights to anyone other than you and us.

Contact. Questions about these Terms can go to legal@closelio.ai. For general support, write to hello@closelio.ai.