Terms of Service

3. Account Responsibilities

• You must provide accurate and complete information when creating an account
• You are responsible for maintaining the security of your account credentials
• You must notify us immediately of any unauthorized use of your account
• You are responsible for all activity that occurs under your account
• You must be at least 18 years old to use the Platform

Competitive-affiliation representation. By creating an account, accessing the Platform, or accepting these Terms on behalf of an organization, you represent and warrant that neither you nor any organization on whose behalf you are accessing the Platform is engaged in designing, developing, marketing, or selling a product or service that competes with the Platform, and that you are not accessing the Platform on behalf of, in coordination with, or for the benefit of any such organization. You agree to notify us promptly in writing if this representation ceases to be accurate during your use of the Platform. A breach of this representation constitutes a material breach of these Terms and, when made knowingly, constitutes fraudulent inducement.

3A. Subdomains and Co-Branding

You may access the Platform through a coach's or reseller's branded subdomain (for example, coachalex.closeintel.ai) or a custom domain owned by such a reseller. These cobranded surfaces are operated by Austin Matthews LLC as presentation-layer rebrands of the Platform; the reseller does not operate the Platform, does not host your data, and is not a party to these Terms. Your subscription, payment, and data-processing relationship is solely with Austin Matthews LLC. The reseller may provide coaching services to you under a separate arrangement outside the scope of these Terms; nothing in this Section creates any obligation between you and the reseller under these Terms or vice versa.

4. Acceptable Use

You agree not to:

• Upload content that is illegal, harmful, or violates the rights of others
• Record or upload calls without the consent of all parties where required by law
• Use the Platform to harass, abuse, or harm others
• Attempt to reverse-engineer, decompile, disassemble, or extract the source code, model weights, prompts, scoring rubrics, or proprietary algorithms of the Platform
• Use automated systems to access the Platform in a manner that exceeds reasonable use
• Resell or redistribute the service without authorization
• Use the Platform for competitive development. Use the Platform, any output of the Platform, or any feature, workflow, user interface, prompt, scoring rubric, methodology, benchmark, analysis, or other element observed within the Platform, to design, develop, train, evaluate, benchmark, market, sell, or improve any product or service that competes with the Platform, in whole or in part
• Use Platform output to train AI models. Use any output of the Platform — including analyses, scores, coaching feedback, transcripts, summaries, embeddings, prompts, or methodology rubrics — to train, fine-tune, evaluate, distill, or otherwise improve any machine-learning or artificial-intelligence model
• Scrape or systematically extract from the Platform. Scrape, crawl, harvest, index, mirror, screenshot at scale, programmatically download, or otherwise systematically extract data, output, user-interface elements, prompts, or other content from the Platform through any manual or automated means beyond the ordinary use contemplated by your subscription
• Procure access through a proxy. Encourage, induce, compensate, or coordinate with any third party to access the Platform on your behalf for any purpose that would violate these Terms if performed by you directly

4A. Tenant-Uploaded Recordings

CloseIntel does not initiate, intercept, place, or capture any call. All audio, video, and transcript content stored on the Platform is uploaded by you or your authorized personnel from recordings already made by you using a separate meeting, dialer, or call-recording service of your choice (or arrives through an integration that you have authorized with such a service). You are the sole party with knowledge of how each recording was made and whether all required consents were obtained.

By uploading any recording, audio file, video file, or transcript to the Platform (whether directly or through an integration you have authorized), you represent and warrant that:

• You or your authorized agent made the recording;
• You obtained all consents required by federal, state, and foreign law prior to recording, including (without limitation) all-party-consent statutes in California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Montana, Nevada, New Hampshire, Pennsylvania, and Washington;
• You have the legal right to process the recording on the Platform and to direct CloseIntel to do so as your processor; and
• The recording was not made or obtained in violation of any applicable law.

CloseIntel has no ability to verify the legality of any recording's creation and relies in good faith on your representation each time content is uploaded. You are solely responsible for any claim, fine, or liability arising from a recording uploaded to the Platform without required consent.

4B. Restricted Data

The Platform is designed for general B2B sales-coaching use. You may not upload to the Platform, transmit through any integration, or otherwise cause the Platform to process any data that is subject to sector-specific regulation, including but not limited to:

• Protected health information (PHI)regulated by the U.S. Health Insurance Portability and Accountability Act ("HIPAA") or any equivalent foreign or state health-information statute;
• Non-public personal financial informationregulated by the Gramm-Leach-Bliley Act ("GLBA"), Fair Credit Reporting Act, or any equivalent consumer-finance privacy statute;
• Cardholder dataregulated by the Payment Card Industry Data Security Standard ("PCI-DSS"), other than as redacted automatically by the Platform's PII redactor;
• Education recordsregulated by the Family Educational Rights and Privacy Act ("FERPA") or any equivalent student-records statute;
• Data classified as controlled unclassified information or otherwise subject to U.S. government-contracting cybersecurity frameworks (including CMMC, ITAR, and EAR); and
• Any other category of personal or business data subject to a specialized regulatory regime that imposes obligations beyond those addressed in our standard Data Processing Agreement.

If your use case involves any of the categories above, you must contact security@closeintel.ai before onboarding to discuss whether a separate Data Processing Addendum, Business Associate Agreement, or other contractual instrument is required. CloseIntel does not offer a HIPAA Business Associate Agreement on the standard Terms.

You represent and warrant that you have implemented commercially reasonable controls to prevent the categories of data described above from reaching the Platform, and you indemnify CloseIntel for any claim, fine, or regulatory action arising from your upload of Restricted Data without a prior written agreement under this section.

5. Subscription and Billing

Access to the Platform requires a paid subscription. By subscribing, you agree to the following:

• Subscription fees are billed in advance on a monthly or annual basis
• All fees are non-refundable except as required by applicable law
• You may cancel your subscription at any time; access continues until the end of the billing period
• We reserve the right to change pricing with 30 days' notice
• Usage is subject to the call analysis limits of your subscription plan

Payments are processed securely through Stripe. By providing payment information, you authorize us to charge the applicable fees to your payment method. Refund or cancellation questions, including for subscriptions purchased through a coach's branded subdomain, can be directed to support@closeintel.ai; refund eligibility is determined solely by Austin Matthews LLC under the terms of this Section.

6. Intellectual Property

Your Content

You retain ownership of all call recordings, transcripts, and other content you upload to the Platform. By uploading content, you grant us a limited license to process it for the purpose of providing our services.

Our Platform

The Platform — including its source code, object code, design, user interface, user-experience flows, features, prompts, scoring rubrics, methodology engines, analysis algorithms, training data, model outputs, documentation, marketing copy, trademarks, trade dress, and all other intellectual property — is owned by Austin Matthews LLC and protected by United States and international copyright, trademark, trade-secret, and other intellectual-property laws. Except for the limited right to access and use the Platform under your subscription, no license, title, or interest in the Platform is granted to you, whether by implication, estoppel, or otherwise. You may not copy, modify, adapt, translate, port, distribute, publicly display, publicly perform, or create derivative works based on the Platform or any portion of it.

6A. Confidentiality

Definition."Confidential Information" means any non-public information about the Platform that you observe, access, or receive in connection with your use of the Platform, including, without limitation: non-public features, user interfaces, user-experience flows, screen layouts, navigation structures, settings panels, prompts, prompt engineering, scoring rubrics, scoring weights, methodology rubrics, cohort benchmarks, hivemind insights, analysis outputs, coaching templates, methodology recommendations, model selections, pricing (other than pricing publicly listed on our marketing site), product roadmap, beta features, error messages, internal taxonomy, and any other information that a reasonable person would understand to be proprietary given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms, (b) was lawfully known to you without confidentiality obligations prior to your access to the Platform, (c) is independently developed by you without use of or reference to the Confidential Information, or (d) is rightfully received from a third party not under a confidentiality obligation.

Restrictions. You will (i) hold Confidential Information in strict confidence using at least the same degree of care you use to protect your own confidential information of similar sensitivity, and in no event less than a reasonable degree of care; (ii) use Confidential Information solely to operate your own business in the ordinary course as a customer of the Platform, and for no other purpose; and (iii) not disclose, publish, or disseminate Confidential Information to any third party other than your employees and contractors who have a legitimate need to know and who are bound by written confidentiality obligations at least as protective as those in this Section. You will not use Confidential Information to compete with the Platform, to assist any third party in competing with the Platform, or for any purpose prohibited by Section 4.

Required disclosure. If you are compelled by law, court order, or governmental authority to disclose Confidential Information, you will, to the extent legally permitted, provide us with prompt prior written notice and reasonable cooperation so that we may seek a protective order or other appropriate remedy. You will disclose only the minimum portion of Confidential Information legally required.

Return or destruction. Upon termination of your access to the Platform, or upon our written request at any time, you will promptly return or destroy all Confidential Information in your possession or control and, on request, certify such destruction in writing. Your confidentiality obligations under this Section survive termination of these Terms and continue for so long as the Confidential Information remains non-public, and in the case of information constituting a trade secret, for so long as it is protected as such under applicable law.

6B. Equitable Relief

You acknowledge and agree that any actual or threatened breach of Section 4 (Acceptable Use), Section 4B (Restricted Data), Section 6 (Intellectual Property), or Section 6A (Confidentiality) will cause Austin Matthews LLC immediate and irreparable harm for which monetary damages would be an inadequate remedy, and that the balance of hardships and the public interest favor injunctive relief in such circumstances. Accordingly, in the event of any such actual or threatened breach, Austin Matthews LLC will be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief and other equitable remedies in any court of competent jurisdiction, without the requirement of posting any bond or other security and without the necessity of proving actual damages, in addition to any other remedies available at law or in equity. You waive any defense based on the adequacy of monetary damages or the requirement of a bond.

9. Limitation of Liability

To the maximum extent permitted by law, Austin Matthews LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities. Our total liability for any claim arising from or related to these terms shall not exceed the amount you paid us in the twelve months preceding the claim.

Exclusions from the liability cap and exclusions of damages. The limitations and exclusions set forth in this Section 9 do not apply to, and shall not limit your liability for: (a) your breach of Section 3 (Account Responsibilities, including the competitive-affiliation representation), Section 4 (Acceptable Use), Section 4A (Tenant-Uploaded Recordings), Section 4B (Restricted Data), Section 6 (Intellectual Property), or Section 6A (Confidentiality); (b) your indemnification obligations under these Terms; (c) your infringement, misappropriation, or violation of the intellectual-property or proprietary rights of Austin Matthews LLC or any third party; (d) fraud, fraudulent inducement, or willful misconduct; or (e) any amounts owed for fees, taxes, or chargebacks. For any liability not subject to the cap, you remain liable for the full measure of damages available under applicable law, including disgorgement of profits, unjust enrichment, lost profits, and statutory damages.

13A. Attorneys' Fees

In any action, arbitration, mediation, or other proceeding arising out of or relating to these Terms, the Platform, or your use of the Platform, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, expert-witness fees, court costs, filing fees, and other reasonable litigation expenses, in addition to any other relief to which it may be entitled. For purposes of this Section, the "prevailing party" is the party that obtains substantially the relief sought, whether by judgment, settlement, dismissal, or otherwise, and includes a party that successfully obtains injunctive relief under Section 6B (Equitable Relief).