Introduction:
These Terms & Conditions (“Terms”) govern your access to and use of the iClosed platform, including its websites, software, applications, APIs, and related services (collectively, the “Service”), operated by You Scale LLC, doing business as iClosed, (collectively, “iClosed,” “we,” “us,” or “our”).
By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. These Terms constitute the “Master Agreement” referenced in the Data Processing Agreement (“DPA”), if applicable.
If you do not agree to these Terms, you must not access or use the Service.
Definitions
For purposes of these Terms, the following capitalized terms have the meanings set forth below. Defined terms may be used in the singular or plural as the context requires.
“Account” means a registered account established by or on behalf of a Customer to access and use the Service.
“Authorized Users” means individuals whom Customer authorizes to access and use the Service under its Account and for whom Customer is responsible.
“Acceptable Use Policy” or “AUP” means iClosed’s Acceptable Use Policy located at https://www.iclosed.io/acceptable-use-policy (or such successor URL designated by iClosed), as updated from time to time. The AUP is incorporated by reference and forms part of these Terms.
“Applicable Data Protection Laws” means all privacy, data protection, and data security laws and regulations that are legally applicable to the Processing of Personal Data under these Terms and/or the DPA, including, where applicable, Regulation (EU) 2016/679 (“GDPR”), the UK GDPR and Data Protection Act 2018, the California Consumer Privacy Act as amended by the CPRA (“CCPA/CPRA”), and other applicable U.S. state privacy laws and any other data protection law that expressly applies to the relevant Party’s processing activities in its applicable role.
“Beta Features” means features, functionalities, tools, or services identified as beta, preview, experimental, pilot, or early access.
“Customer,” “you,” or “your” means the individual or legal entity that accesses or uses the Service.
“Customer Data” means any data, content, files, materials, or information submitted, uploaded, transmitted, or otherwise made available by or on behalf of Customer or its Authorized Users through the Service.
“Customer Personal Data” means any Personal Data contained in Customer Data that iClosed processes on Customer’s behalf as a Processor and/or Service Provider (or “Contractor”) in connection with the Services.
“Data Subject” means an identified or identifiable natural person to whom Personal Data relates (or otherwise has the meaning given under Applicable Data Protection Laws).
“Documentation” means iClosed’s then-current user guides, technical documentation, knowledge base materials, and other documentation made available in connection with the Service.
“Data Processing Agreement” or “DPA” means the data processing agreement (including any attachments and any applicable Standard Contractual Clauses) entered into between Customer and iClosed that governs iClosed’s Processing of Customer Personal Data (as defined in the DPA) on Customer’s behalf. If Customer’s use of the Service involves the Processing of Customer Personal Data, the DPA is incorporated by reference and forms part of these Terms.
“Privacy Policy” means iClosed’s Privacy Policy located at https://www.iclosed.io/privacy-policy (or such successor URL designated by iClosed), as updated from time to time.
“Free Trial” means a limited-duration, no-fee access to the Service provided at iClosed’s discretion.
“iClosed-Controlled Data” means limited categories of Personal Data that iClosed processes as an independent Controller for platform administration, billing, security, fraud/abuse prevention, operational analytics/telemetry, compliance, and customer communications. iClosed-Controlled Data does not include Customer Personal Data processed by iClosed as a Processor/Service Provider on Customer’s behalf.
“Invitee” means any third-party individual (including a lead/prospect) that Customer or its Authorized Users invite to schedule, book, or attend a meeting or event through the Service, or who receives notifications (including email or SMS) related to such meeting or event.
“Service” means the iClosed platform, including its software, applications, APIs, and related services, as updated from time to time.
“Subscription” means a paid plan granting Customer access to specified features of the Service for a defined subscription term.
“Third-Party Services” means third-party products, services, software, content, or integrations not owned or controlled by iClosed that may interoperate with the Service.
“Usage Data” means technical, usage, and performance data generated through the operation of the Service and websites, which may include feature usage events, timestamps, error logs, performance metrics, device and browser characteristics, session identifiers, IP addresses, and similar diagnostic or operational data, but does not include the content of Customer Data.
“Aggregated Usage Data” means aggregated and/or de-identified information derived from Usage Data that does not reasonably identify any individual.
By accessing or using the Service, you represent and warrant that you are at least eighteen (18) years of age and have the legal capacity to enter into a binding agreement.
If you access or use the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have full authority to bind such entity to these Terms. In such a case, “Customer” refers to that entity, and you are responsible for ensuring compliance with these Terms by all Authorized Users.
These Terms constitute a legally binding agreement between Customer and iClosed. Customer’s access to or continued use of the Service constitutes acceptance of these Terms, as they may be updated from time to time in accordance with Section 21. If you do not agree to these Terms, you must not access or use the Service.
No Use by Minors. The Service is intended for business users and is not directed to individuals under eighteen (18) years of age. Customer represents and warrants that all Authorized Users are at least eighteen (18) years old and that Customer will not permit minors to register for, access, or use the Service as Authorized Users.
Customer acknowledges that Customer may use the Service to schedule, communicate with, or otherwise interact with third-party invitees (“Invitees”) through iClosed-hosted scheduling pages, booking links, embedded forms, routing flows, and related customer-facing interfaces. Customer is responsible for ensuring that its Invitees are eligible to use such interfaces and that Customer’s collection and processing of Invitee Personal Data complies with applicable law (including providing required notices and obtaining any required consents or lawful permissions). iClosed processes Invitee Personal Data solely on Customer’s behalf as Customer Personal Data in accordance with the DPA and Customer’s documented instructions.
ACCOUNT REGISTRATION, ACCESS & SECURITY
Customer is responsible for establishing and maintaining an Account in accordance with these Terms and the applicable Documentation. Customer shall ensure that all Account information is accurate, complete, and kept up to date at all times.
Customer is solely responsible for maintaining the confidentiality and security of its Account credentials and for all activities conducted through its Account, including any acts or omissions of its Authorized Users. Customer shall implement reasonable administrative, technical, and organizational measures to prevent unauthorized access to or use of the Service.
Customer must promptly notify iClosed upon becoming aware of any actual or suspected unauthorized access, security incident, or breach involving its Account or use of the Service. iClosed shall not be liable for any loss, damage, or liability arising from unauthorized access to or use of the Service resulting from Customer’s failure to comply with this Section.
iClosed reserves the right to suspend, restrict, or limit access to the Service, in whole or in part, if iClosed reasonably determines such action is necessary to protect the security, integrity, or availability of the Service, or to prevent fraud, abuse, unlawful activity, or material violations of these Terms.
3A. COMMUNICATIONS
Service-Related Communications. By creating an Account or otherwise using the Service, Customer acknowledges that iClosed may send service-related and administrative communications to account holders and Authorized Users that are necessary to provide the Service, including service announcements, security notices, billing notifications, account updates, and other transactional or administrative messages. These communications are not subject to marketing opt-out.
Marketing Communications. Where permitted by applicable law, iClosed may also send marketing or promotional communications relating to the Service. Where required, such communications will be sent on the basis of consent; otherwise, they may be sent on the basis of iClosed’s legitimate interests in a business-to-business context as permitted by law. Customer (and any recipient) may opt out of non-essential marketing communications at any time by using the unsubscribe mechanism included in the message or by contacting iClosed as set forth in Section 22. Opting out of marketing communications will not affect receipt of essential service-related or transactional communications.
Marketing compliance. Where iClosed sends marketing or promotional emails, such messages will include an unsubscribe mechanism and other information required by applicable law.
Connected Email Accounts (Google Gmail API). If Customer or an Authorized User connects a Google account, Customer authorizes iClosed to use the Google Gmail API solely to send scheduling-related emails from the connected account (e.g., confirmations, updates, and reminders) to Invitees and other recipients designated by Customer in connection with the Service.
iClosed will not access or use Gmail data for advertising, profiling, or any purpose unrelated to sending these scheduling emails, and will not store email content obtained via the Gmail API. Where necessary to operate and support the feature (e.g., troubleshooting and delivery tracking), iClosed may store limited metadata such as message identifiers, timestamps, recipient address, and delivery status.
iClosed’s access to and use of information received from Google APIs will comply with the Google API Services User Data Policy (including the Limited Use requirements). Customer remains responsible for providing required notices and obtaining required consents/lawful bases to send such emails to recipients as required by applicable law.
Fair Use of Communications and Notifications. Certain Service features (including notifications and other communications) may use shared delivery infrastructure and may be aggregated or routed through shared email addresses, phone numbers, domains, or similar communication resources. Customer acknowledges that such features may be used concurrently by multiple customers.
If Customer’s use of communications/notification functionality (including high-volume automation) places disproportionately high demands on shared resources or otherwise adversely affects (or is reasonably likely to adversely affect) the Service, deliverability, platform integrity, or the experience of other customers, iClosed may implement reasonable safeguards, including throttling, rate-limiting, restricting functionality, or suspending access to the relevant features (or, where necessary, the Service) to protect the platform and other customers.
3B. SMS AND MESSAGING SERVICES
The Service may include functionality that enables the sending of SMS, text messages, or similar communications (“Messaging Services”) to Authorized Users or third parties designated by Customer. Messaging Services are provided solely to support Customer’s use of the Service.
Invitee Messages May Contain Editable Fields. Where Messaging Services send SMS notifications from iClosed to an Invitee on Customer’s behalf in connection with a scheduled meeting or event updates, such messages may include templates or editable fields that Customer’s Authorized Users are responsible for completing. Customer is solely responsible for the content of any such messages, including ensuring accuracy and compliance with these Terms and applicable law.
Customer represents and warrants that it has obtained all necessary consents, permissions, and lawful bases required to send messages through the Messaging Services and that all such messages comply with applicable laws and regulations, including telecommunications, privacy, consumer protection, and anti-spam laws, as well as carrier and third-party service provider requirements.
Customer is solely responsible for the content, timing, recipients, and legality of messages sent through the Messaging Services. iClosed does not control message recipients and does not guarantee delivery, which may be affected by factors outside of iClosed’s control, including carrier availability and network conditions.
iClosed may impose reasonable usage limits or restrictions on Messaging Services and may suspend or disable Messaging Services, in whole or in part, without liability, if Customer’s use violates these Terms, applicable law, or third-party requirements, or poses a risk of abuse, excessive usage, or service degradation.
Recipients may opt out of receiving messages using standard opt-out mechanisms (such as replying “STOP”), where applicable. Customer acknowledges and agrees that it is responsible for honoring such opt-out requests. Where iClosed provides the delivery layer (e.g., messages sent using iClosed-managed sending resources or routing), iClosed will maintain and apply reasonable suppression measures to help prevent further messages to numbers that have opted out; however, Customer remains responsible for ensuring that its configurations, workflows, message content, and recipient lists comply with applicable law and that no further messages are sent to recipients who have opted out.
Customer must maintain records of consent/permission where required by applicable law and must promptly cease messaging any recipient who withdraws consent or otherwise opts out.
Additional SMS Terms (AWS; Monitoring; Transactional-Only Invitee Messaging). If Messaging Services include SMS notifications, Customer agrees to comply (and to ensure its Authorized Users comply) with applicable third-party and carrier requirements for SMS, including the AWS Pinpoint Acceptable Use Policy and AWS Service Terms (as applicable to iClosed’s SMS delivery providers), and acknowledges that Messaging Services usage may be monitored for abuse, compliance, and service integrity purposes.
In the spirit of fair use and to protect overall platform availability, iClosed may impose per-user, per-workspace, or per-month limits and other restrictions for Messaging Services, and may restrict, throttle, suspend, or disable Messaging Services for excess usage, suspected abuse, carrier-policy violations, or other activity that may adversely impact the Service or other customers.
Invitee Transactional Messages; No Marketing/Promotional Content. Where Customer uses Messaging Services to send messages to an Invitee related to a scheduled meeting or event updates, such messages must be transactional or operational in nature. Customer and its Authorized Users are not authorized to include marketing or promotional content in such Invitee messages and are solely responsible for ensuring message content complies with these Terms, applicable law, and carrier/provider policies.
Additional Opt-Out Method. In addition to standard opt-out mechanisms (such as replying “STOP”) where available, a recipient may request discontinuation of SMS messages by contacting support@iclosed.io (SMS opt-out requests only).
Invitees; Customer-Controlled Interactions; Privacy Requests. Invitees do not become “Customers” solely by receiving communications, booking, or attending a meeting through the Service. Customer controls the content, configuration, and recipients of Customer’s scheduling links, forms, and related communications and is responsible for providing required notices and obtaining any required consents or other lawful bases for such communications and processing under applicable law.
To the extent Personal Data relating to Invitees is processed through the Service as Customer Personal Data, iClosed processes such data only on Customer’s behalf as a Processor/Service Provider in accordance with the DPA and Customer’s documented instructions. If an Invitee has questions about a Customer’s booking page, scheduling link, form, or related communications, the Invitee should contact the relevant Customer directly. iClosed will assist Customer with such requests as required by the DPA and applicable law.
SUBSCRIPTIONS, FEES & PAYMENT TERMS
4.1 Subscriptions
Certain features and functionality of the Service are available only through a paid subscription (“Subscription”). Customer may select and purchase a Subscription through the Service or an applicable purchase interface. Each Subscription grants access solely to the features, usage limits, and capacity associated with the selected plan for the applicable subscription term.
Subscriptions are granted on a non-exclusive, non-transferable basis and may not be shared among users except as expressly permitted under the applicable Subscription plan.
4.2 Order Acceptance
Customer’s submission of payment information or completion of a purchase constitutes an offer to subscribe to the applicable Service. All purchases are subject to acceptance by iClosed. iClosed reserves the right, in its reasonable discretion, to accept, reject, cancel, or limit any Subscription or transaction, including in cases of suspected fraud, unauthorized or unlawful activity, pricing or billing errors, or material violations of these Terms.
4.3 Fees and Billing
Customer agrees to pay all fees applicable to its Subscription (“Fees”) in accordance with the pricing and billing terms presented at the time of purchase or renewal. Unless otherwise stated, Fees are billed in advance on a recurring basis and are non-cancelable and non-refundable, except where required by applicable law.
By providing a payment method, Customer authorizes iClosed to charge all applicable Fees, taxes, and other amounts due in connection with the Subscription. Customer is responsible for all applicable taxes, duties, or governmental charges, excluding taxes based solely on iClosed’s net income.
4.4 Automatic Renewal
Unless Customer cancels its Subscription prior to the end of the then-current subscription term, the Subscription will automatically renew for successive terms of equal duration at iClosed’s then-current rates. Cancellation will take effect at the end of the current subscription term, and Customer will continue to have access to the Service until that time.
Cancellation Method. Customer may cancel its Subscription (to stop future renewals) through the Service’s account/billing management functionality (where available) or by contacting iClosed customer support. Cancellation is effective at the end of the then-current subscription term unless otherwise required by applicable law or expressly agreed in writing.
4.5 Changes to Pricing or Plans
iClosed may modify Subscription plans, features, usage limits, or pricing upon reasonable prior notice, which may be provided through the Service, email, or account notification. Any pricing changes will take effect at the start of the next renewal term and will not apply retroactively to the then-current subscription term.
Customer may elect not to renew (or to cancel its Subscription in accordance with these Terms) before the effective date of any pricing change. If Customer continues to use the Service after a pricing change becomes effective (including by renewing a Subscription), Customer agrees to pay the modified Fees for the applicable renewal term.
4.6 Payment Failures
If iClosed is unable to process payment using the payment method on file, iClosed may notify Customer and suspend or restrict access to the Service until payment is successfully processed. Continued failure to pay may result in termination of the Subscription and Account.
4.7 Refunds and Proration
Except as required by applicable law or expressly agreed by iClosed in writing, all Fees paid are final and non-refundable. iClosed does not provide refunds or credits for partial subscription periods, unused features, downgrades, or early termination.
FREE TRIALS
iClosed may, at its sole discretion, offer free trials that provide Customer with limited, no-fee access to the Service for a specified period (“Free Trial”). Free Trials are provided solely for evaluation purposes and may be subject to feature restrictions, usage limits, or other conditions determined by iClosed.
Unless Customer cancels the applicable Subscription prior to the expiration of the Free Trial period, the Free Trial may automatically convert into a paid Subscription at the end of the trial period, and Customer authorizes iClosed to charge the applicable Fees using the payment method on file.
iClosed reserves the right to modify, suspend, or terminate any Free Trial at any time, including in cases of suspected abuse, misuse, or violation of these Terms, without liability to Customer. Eligibility for Free Trials may be limited to one Free Trial per Customer, Account, or organization, as determined by iClosed.
ACCEPTABLE USE & RESTRICTIONS
Customer agrees to access and use the Service solely for lawful purposes and in accordance with these Terms, the Acceptable Use Policy (“AUP”), the Documentation, and all applicable laws and regulations.
Customer shall not, and shall not permit any Authorized User or third party to, directly or indirectly:
a) use the Service in any unlawful, fraudulent, deceptive, abusive, or harmful manner, or in violation of any applicable law or third-party rights;
b) interfere with, disrupt, compromise, or attempt to gain unauthorized access to the Service, its systems, networks, or data;
c) reverse engineer, decompile, disassemble, scrape, crawl, extract, or otherwise attempt to derive the source code, algorithms, models, or underlying structure of the Service, except to the extent expressly permitted by applicable law;
d) use the Service to develop, train, test, benchmark, or improve a competing product or service, or for competitive analysis or comparative benchmarking purposes;
e) copy, resell, sublicense, lease, distribute, or otherwise make the Service available to any third party other than Authorized Users as permitted under the applicable Subscription;
f) introduce malware, viruses, worms, or other harmful or disruptive code into the Service;
g) circumvent or exceed usage limits, access controls, technical restrictions, or security measures implemented by iClosed; or
h) use the Service in a manner that could reasonably be expected to impair the performance, availability, security, or integrity of the Service or the experience of other customers.
i) transmit, or procure the sending of, any unsolicited advertising, promotional material, spam, “junk mail,” “chain letters,” or other similar solicitation in violation of applicable law, third-party rights, or applicable provider/carrier policies; or
j) impersonate or attempt to impersonate iClosed, an iClosed employee/representative, another user, or any other person or entity, or otherwise misrepresent identity or affiliation in connection with the Service.
iClosed reserves the right to monitor usage of the Service to ensure compliance with these Terms and to enforce reasonable usage limits, fair use policies, and technical safeguards. iClosed may suspend or restrict access to the Service, in whole or in part, if Customer’s use materially violates this Section, poses a security or legal risk, or threatens the stability or integrity of the Service.
Customer represents and warrants that it will comply with all applicable export control, economic sanctions, and trade laws and regulations, including those administered by the United States, the European Union, and other relevant authorities, as amended from time to time.
Customer shall not access or use the Service in violation of such laws, nor permit any Authorized User to do so. Customer further represents that it is not listed on, owned or controlled by, or acting on behalf of any restricted or denied party under applicable sanctions or export control laws.
A violation of the AUP constitutes a material breach of these Terms and may result in suspension or termination of the Service as described in these Terms.
CUSTOMER DATA
7.1 Ownership and Responsibility
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Nothing in these Terms transfers ownership of Customer Data to iClosed.
Customer represents and warrants that it has obtained and will maintain all rights, consents, permissions, and lawful bases necessary to submit, process, store, and use Customer Data through the Service, including with respect to any personal data of Authorized Users, leads, contacts, or end users. Customer is solely responsible for the accuracy, quality, and legality of Customer Data.
7.2 Customer Data; Processing Instructions
Customer (and its Authorized Users) may submit, upload, transmit, or otherwise make available Customer Data through the Services. Customer instructs iClosed to process Customer Data (including Customer Personal Data) solely as necessary to provide, maintain, and support the Services, to implement Customer’s configurations and documented instructions as expressed through use of the Services (including settings, workflows, permissions, integrations, and API usage), and as otherwise permitted under the DPA (if applicable).
Customer Tracking and Notices. Customer is solely responsible for any third-party tracking technologies, scripts, pixels, tags, or similar code that Customer enables or configures in connection with the Services or Invitee Pages, including providing required notices and obtaining any required consents and ensuring such technologies are used in compliance with applicable laws.
iClosed will not access, use, or process Customer Personal Data for iClosed’s own independent purposes when acting as a Processor/Service Provider, except to the extent (a) required to prevent or address service, security, or technical issues; (b) required to comply with applicable law; or (c) as otherwise permitted under the DPA.
No Obligation to Monitor or Remove Customer Data. Customer acknowledges that iClosed has no obligation to review, monitor, validate, or pre-screen Customer Data. iClosed reserves the right (but does not assume any obligation) to remove, disable access to, or restrict Customer Data where iClosed reasonably determines such action is necessary to comply with applicable law, enforce these Terms, protect the Service or other customers, or address security, abuse, or operational concerns. iClosed shall have no liability arising from or related to Customer Data or any removal or restriction thereof, except as expressly required by applicable law.
7.3 Relationship to the DPA; Controller vs. Processor Roles.
(a) Processor/Service Provider Role (Customer Personal Data). When iClosed processes Customer Personal Data strictly on behalf of Customer (for example, leads, contacts, appointments, scheduling data, CRM records, and automation/workflow data), iClosed acts as a Processor and/or Service Provider (or “Contractor,” as applicable under U.S. state privacy laws). Such processing is governed by the Data Processing Agreement (“DPA”) and Customer’s documented instructions.
(b) Independent Controller Role (iClosed-Controlled Data). Separately, iClosed processes iClosed-Controlled Data as an independent Controller to operate, administer, secure, and improve the platform (for example, account administration and authentication, billing and subscription management, security logs and audit trails, abuse prevention, operational telemetry/diagnostics, consent and preference management, and support communications). iClosed Privacy Policy governs iClosed-Controlled Data and does not govern Customer Personal Data that iClosed processes solely on Customer’s behalf.
(c) Customer Responsibilities. Customer is solely responsible for (i) providing all required notices to, and obtaining all required consents and lawful bases from, Data Subjects whose Personal Data Customer submits to the Services; and (ii) ensuring that Customer’s instructions and use of the Services comply with Applicable Data Protection Laws.
(d) Conflict. If there is any conflict between these Terms and the DPA regarding the processing of Customer Personal Data, the DPA controls. If Standard Contractual Clauses (“SCCs”) or other transfer mechanisms are incorporated into the DPA and conflict with the DPA or these Terms, the SCCs prevail to the extent required by Applicable Data Protection Laws.
7.4 Usage Data; Telemetry and Analytics
(a) Usage Data. The Services and websites may generate Usage Data. To the extent Usage Data constitutes Personal Data, iClosed processes it as iClosed-Controlled Data as an independent Controller in accordance with the Privacy Policy. iClosed uses Usage Data to operate, secure, maintain, diagnose issues with, monitor performance of, and improve the Services, and to develop new features.
(b) Aggregated Usage Data. iClosed may create and use Aggregated Usage Data for internal analytics, benchmarking, capacity planning, security and fraud prevention, and to develop and improve the Services.
(c) iClosed-Controlled Data (Operational Telemetry). In addition to Usage Data, the Services and websites may generate iClosed-Controlled Data (such as technical logs, device/browser information, IP address, session identifiers, event logs, error diagnostics, and performance metrics). iClosed processes iClosed-Controlled Data as an independent Controller in accordance with the Privacy Policy, including applying aggregation or de-identification where feasible.
(d) Third-Party Analytics and Diagnostics. iClosed may use third-party service providers to help monitor, analyze, and improve the Service and websites, including for traffic measurement, performance monitoring, error diagnostics, and service reliability.
Examples may include website analytics providers (such as Google Analytics, PostHog, and/or Datadog) and error monitoring tools (such as Sentry and/or Raygun), as well as comparable vendors from time to time. Use of these providers may involve the collection of limited technical and usage information (such as device/browser details, IP address, session identifiers, and diagnostic event data), which iClosed processes as iClosed-Controlled Data under the
Privacy Policy. For additional details about cookies and similar technologies used on our websites (where applicable), please see the Privacy Policy and Cookie Policy.
AI AND AUTOMATED FEATURES
The Service may include features that utilize artificial intelligence, machine learning, or other automated technologies (“AI Features”). Customer acknowledges that AI Features are designed to assist with workflows, insights, or operational processes and are not a substitute for human judgment.
Customer understands and agrees that outputs, recommendations, predictions, scores, insights, or other results generated by AI Features may be inaccurate, incomplete, outdated, or unsuitable for Customer’s specific purposes. AI-generated outputs are provided for informational or operational assistance only and do not constitute legal, financial, compliance, or professional advice.
Customer remains solely responsible for reviewing, validating, and determining the appropriateness of any AI-generated outputs and for all decisions, actions, or omissions taken based on such outputs. Customer assumes all risk associated with its reliance on AI Features.
To the maximum extent permitted by applicable law, iClosed makes no representations, warranties, or guarantees regarding the accuracy, reliability, completeness, or fitness for any particular purpose of AI-generated outputs and shall have no liability arising from or related to Customer’s use of or reliance on AI Features.
Use of Customer Data with AI Features; No Training on Customer Personal Data. To the extent AI Features process Customer Data, iClosed will process Customer Personal Data solely on Customer’s behalf as a Processor/Service Provider and in accordance with Customer’s documented instructions and the DPA (if applicable).
iClosed will not use Customer Personal Data to train, fine-tune, validate, or operate generalized artificial intelligence or machine learning models (including large language models) or third-party AI systems, and will not use Customer Personal Data for iClosed’s independent purposes, except as permitted under the DPA or required by applicable law.
For the avoidance of doubt, nothing in this Section prohibits iClosed from using Usage Data (as defined in these Terms), including aggregated and/or de-identified information that does not include the content of Customer Data and does not identify any individual, for internal analytics, security, benchmarking, capacity planning, and to develop and improve the Services.
Credit Intelligence / Enrichment. If Customer enables credit‑enrichment features (e.g. iScore), any third‑party data received is provided “AS IS.” iClosed does not verify accuracy or completeness of such data and is not the source of record. Customer agrees not to rely solely on enrichment outputs for material decisions.
Customer will not sell, resell, license, or redistribute iScore outputs as a standalone product, dataset, or report.
Customer will not use iScore outputs for background checks, tenant screening, employment screening, or other consumer-reporting purposes, and remains solely responsible for determining whether any consumer reporting, credit/eligibility, or automated decisioning laws apply to its use case and for complying with them.
THIRD-PARTY SERVICES AND INTEGRATIONS
The Service may enable Customer to access, use, or integrate with third-party products, services, software, content, or platforms that are not owned or controlled by iClosed (“Third-Party Services”). Third-Party Services are provided solely for Customer’s convenience and are not part of the Service.
Customer acknowledges and agrees that iClosed does not control, endorse, or assume any responsibility for Third-Party Services, including their availability, security, functionality, performance, accuracy, or compliance with applicable laws. Customer’s use of Third-Party Services is governed solely by the terms, policies, and agreements of the applicable third party.
iClosed shall not be responsible or liable for any loss, damage, or liability arising from or related to Customer’s access to or use of Third-Party Services, including any data loss, service interruption, or security incident attributable to such Third-Party Services.
For the avoidance of doubt, iClosed has no obligation to support, maintain, or ensure the continued availability of any Third-Party Services or integrations and may modify, suspend, or discontinue integrations at any time without liability to Customer.
Third-Party Links; No Responsibility. Customer acknowledges and agrees that iClosed shall not be responsible or liable, directly or indirectly, for any damage or loss caused (or alleged to be caused) by or in connection with Customer’s use of or reliance on any Third-Party Services or any content, goods, or services available through such Third-Party Services.
Customer is solely responsible for reviewing and complying with the applicable third party’s terms of service, privacy policies, and other policies before enabling or using any Third-Party Services.
BETA FEATURES
From time to time, iClosed may make available certain features, functionalities, tools, or services designated as beta, preview, experimental, pilot, or early access (“Beta Features”).
Customer acknowledges and agrees that Beta Features are provided solely for evaluation and testing purposes and may contain bugs, errors, defects, or inaccuracies. Beta Features may be incomplete, unstable, or subject to change and are not intended for production use.
Beta Features are provided on an “as is” and “as available” basis, without any warranties, service level commitments, or support obligations. iClosed may modify, suspend, or discontinue any Beta Features, in whole or in part, at any time and without prior notice.
To the maximum extent permitted by applicable law, iClosed shall have no liability arising out of or related to Customer’s access to or use of, or inability to use, any Beta Features, including any loss of data, functionality, or availability associated therewith.
FEEDBACK AND SUGGESTIONS
Customer may, from time to time, submit feedback, comments, ideas, suggestions, enhancement requests, or other input relating to the Service (“Feedback”). Customer acknowledges and agrees that Feedback is provided voluntarily and that iClosed is not obligated to use, implement, or respond to any Feedback.
License. To the extent Customer has rights to do so, Customer grants iClosed a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, create derivative works of, distribute, display, and otherwise exploit Feedback for any lawful purpose, including to develop, improve, and commercialize the Service, without restriction or obligation to Customer.
No Customer Data / Personal Data in Feedback. Customer will not include (and will ensure its Authorized Users do not include) Customer Data, Customer Personal Data, or any Personal Data of Invitees or other individuals in Feedback unless such inclusion is strictly necessary (e.g., for troubleshooting) and Customer has all rights and lawful bases to provide it to iClosed for that purpose. Any Personal Data included in Feedback will be processed by iClosed in accordance with the Privacy Policy and, where applicable, the DPA.
Confidentiality. Feedback will not be treated as Customer Data or Confidential Information, except to the extent Feedback includes Customer Confidential Information or Customer Data, in which case iClosed’s confidentiality and data protection obligations will apply to that content as required under these Terms, the Privacy Policy, and/or the DPA.
COPYRIGHT AND INTELLECTUAL PROPERTY COMPLAINTS
iClosed respects the intellectual property rights of others and expects Customer and its Authorized Users to do the same. iClosed may, in appropriate circumstances and at its discretion, suspend or terminate Accounts of Customers who are repeat infringers of intellectual property rights.
If Customer believes that any content made available through the Service infringes Customer’s copyright or other intellectual property rights, Customer may submit a written notice to iClosed that includes sufficient information to identify the allegedly infringing material, a statement of ownership or authorization to act on behalf of the rights holder, and contact information for follow-up.
iClosed will review properly submitted notices and, where appropriate, may remove or disable access to the allegedly infringing material. Nothing in this Section obligates iClosed to monitor the Service for infringement or to take any action beyond what is required by applicable law.
DMCA Notice and Procedure (Copyright Infringement Claims). If Customer believes that any content made available through the Service infringes Customer’s copyright, Customer may submit a copyright infringement notice by email to hello@iclosed.io with the subject line “Copyright Infringement.” To be effective (and where applicable under the U.S. Digital Millennium Copyright Act (“DMCA”) or similar laws), the notice should include:
(i) identification of the copyrighted work claimed to have been infringed (or, if multiple works, a representative list);
(ii) identification of the material claimed to be infringing and sufficient information to allow iClosed to locate the material (such as the relevant URL(s), record identifiers, or screenshots);
(iii) the complaining party’s name, address, telephone number, and email address;
(iv) a statement that the complaining party has a good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law;
(v) a statement, made under penalty of perjury, that the information in the notice is accurate and that the complaining party is the copyright owner or authorized to act on behalf of the owner; and
(vi) a physical or electronic signature of the complaining party (or a person authorized to act on its behalf).
Upon receipt of a properly submitted notice, iClosed may remove or disable access to the identified material and may notify the party that provided the material (where applicable). iClosed may also, where permitted, share the notice (including the contact information provided) with the party that provided the material so that they may respond.
Counter-Notice. If Customer believes that material was removed or disabled as a result of mistake or misidentification, Customer may submit a counter-notice to hello@iclosed.io. Where applicable, a counter-notice should include: (a) identification of the material removed or disabled and where it appeared before removal; (b) a statement under penalty of perjury that the removal or disabling was the result of mistake or misidentification; (c) Customer’s name, address, telephone number, and email; and (d) a statement consenting to the jurisdiction of the appropriate courts (where applicable) and accepting service of process from the complaining party.
Bad-Faith Claims. Customer acknowledges that making false or bad-faith claims of infringement may result in liability for damages, including legal fees, where applicable.
INTELLECTUAL PROPERTY RIGHTS
As between the parties, iClosed and its licensors retain all right, title, and interest in and to the Service, the Documentation, and all related intellectual property rights, including all software, source code, algorithms, models, interfaces, designs, workflows, trademarks, trade names, and proprietary technologies embodied therein.
Subject to Customer’s compliance with these Terms and payment of applicable Fees, iClosed grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service during the applicable Subscription term solely for Customer’s internal business purposes.
Customer shall not, and shall not permit any third party to, copy, modify, distribute, sell, lease, sublicense, reverse engineer, or otherwise exploit the Service or any portion thereof, except as expressly permitted by these Terms or applicable law. All rights not expressly granted to Customer are reserved by iClosed. Nothing in these Terms grants Customer any rights to iClosed’s trademarks, logos, or branding without iClosed’s prior written consent.
CONFIDENTIALITY
Each party (“Receiving Party”) may receive or have access to confidential or proprietary information of the other party (“Disclosing Party”) in connection with the Service (“Confidential Information”). Confidential Information includes all non-public information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including business, technical, financial, product, and security information.
The Receiving Party shall use the Disclosing Party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under these Terms and shall protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.
Confidential Information does not include information that:
(a) is or becomes publicly available through no fault of the Receiving Party;
(b) was lawfully known to the Receiving Party prior to disclosure;
(c) is independently developed by the Receiving Party without use of the Confidential Information; or
(d) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt notice to the Disclosing Party where legally permitted.
The confidentiality obligations set forth in this Section shall survive termination or expiration of these Terms.
TERMINATION AND SUSPENSION
15.1 Termination by Customer
Customer may terminate its Account and these Terms at any time by discontinuing use of the Service and, where applicable, canceling its Subscription through the Service or account settings. Unless otherwise required by applicable law, termination shall take effect at the end of the then-current subscription term, and Customer will remain responsible for all Fees payable for the remainder of that term.
15.1A Refusal of Service; Discretionary Actions.
In addition to any other rights set forth in these Terms, iClosed reserves the right, in its sole discretion and without liability, to refuse service, suspend or terminate Accounts, restrict access to the Service or specific features, remove or modify content, or cancel orders or transactions at any time, including where iClosed reasonably determines that such action is necessary to protect the Service, other customers, iClosed’s reputation, or to comply with legal, regulatory, or operational requirements.
15.2 Termination or Suspension by iClosed
iClosed may suspend or terminate Customer’s access to the Service, in whole or in part, immediately upon notice if iClosed reasonably determines that:
(a) Customer has materially breached these Terms;
(b) Customer’s use of the Service violates applicable law or third-party rights;
(c) Customer’s use poses a security, operational, or legal risk to iClosed, the Service, or other customers; or
(d) suspension is necessary to protect the integrity, availability, or security of the Service.
iClosed may also suspend access for non-payment in accordance with Section 4.
15.3 Effect of Termination
Upon termination or expiration of these Terms for any reason, Customer’s right to access and use the Service shall immediately cease.
Following termination, iClosed will make Customer Data available for export for a limited period of up to thirty (30) days, unless otherwise required by applicable law or the DPA. After such period, iClosed may delete or anonymize Customer Data in accordance with its data retention practices.
To the extent Customer Data includes Customer Personal Data, iClosed will return or delete such Customer Personal Data in accordance with the DPA, including any deletion/retention timelines and backup-handling practices described therein, unless retention is required by applicable law.
Sections that by their nature should survive termination, including Sections 7 (Customer Data), 8 (AI and Automated Features), 11 (Feedback), 13 (Intellectual Property Rights), 14 (Confidentiality), 16 (Disclaimers), 17 (Limitation of Liability), and 18 (Indemnification), shall survive.
Customer Data Return and Deletion; Retention
Upon termination or expiration of the Subscription or Customer’s Account, Customer may have the ability to export Customer Data from the Service during any applicable wind-down period described in the Documentation.
iClosed will Process Customer Personal Data solely on Customer’s behalf as a Processor/Service Provider and will delete Customer Personal Data in accordance with the DPA (if applicable) and Customer’s documented instructions. Unless a shorter period is required by the DPA/customer instructions, Customer Personal Data will be permanently deleted from active systems as soon as reasonably practicable and, in any event, no later than one hundred eighty (180) days after termination or expiration, except to the extent retention is required or permitted by applicable law (including a legal hold). Customer Personal Data may remain in encrypted backups for a rolling period of up to one hundred eighty (180) days, expiring through normal backup rotation.
Separately, iClosed may retain iClosed-Controlled Data (such as billing records, security logs, and compliance records) as an independent Controller in accordance with the Privacy Policy.
DISCLAIMERS
THE SERVICE, INCLUDING ALL FEATURES, CONTENT, AI FEATURES, AND DOCUMENTATION, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ICLOSED DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, ICLOSED DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY DATA, OUTPUTS, OR CONTENT PROCESSED OR GENERATED THROUGH THE SERVICE WILL BE ACCURATE, COMPLETE, OR RELIABLE.
CUSTOMER ACKNOWLEDGES THAT USE OF THE SERVICE IS AT ITS SOLE RISK AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ICLOSED BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ICLOSED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ICLOSED’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO ICLOSED FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
EXCLUSIONS. Notwithstanding anything to the contrary in these Terms, nothing in this Section 17 (Limitation of Liability) shall exclude or limit either party’s liability: (a) for death or personal injury to the extent caused by its negligence (to the extent such limitation is prohibited by applicable law); (b) for its fraud, fraudulent misrepresentation, gross negligence, or willful misconduct; or (c) to the extent liability cannot be limited or excluded under applicable law.
In addition, the limitations in this Section 17 shall not apply to: (i) Customer’s payment obligations (including Fees) owed to iClosed; (ii) Customer’s indemnification obligations under Section 18; or (iii) either party’s breach of Section 14 (Confidentiality).
INDEMNIFICATION
Customer shall indemnify, defend, and hold harmless iClosed and its officers, directors, employees, contractors, and agents from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
a) Customer’s or its Authorized Users’ use of the Service in violation of these Terms or applicable law;
b) Customer Data, including any allegation that Customer Data infringes, misappropriates, or otherwise violates the intellectual property, privacy, or other rights of a third party; or
c) any acts or omissions of Customer or its Authorized Users in connection with the Service.
iClosed shall promptly notify Customer of any indemnifiable claim, provided that any failure to provide prompt notice shall not relieve Customer of its indemnification obligations except to the extent materially prejudiced thereby. Customer shall have sole control over the defense and settlement of any indemnified claim, provided that Customer may not settle any claim in a manner that imposes liability or obligations on iClosed without iClosed’s prior written consent. The obligations set forth in this Section shall survive termination or expiration of these Terms.
GOVERNING LAW AND VENUE
19.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, USA, excluding its conflict of laws rules.
19.2 Venue; Exclusive Jurisdiction
Subject to applicable law and Section 19.3 (Data Protection Terms), the state and federal courts located in New Castle County, Delaware shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts.
19.3 Data Protection Terms; SCCs
Notwithstanding Sections 19.1–19.2, to the extent a dispute arises under or in connection with any Data Processing Agreement between the parties or any applicable data transfer mechanism (including the EU Standard Contractual Clauses and/or the UK International Data Transfer Addendum/IDTA), the governing law and forum for such dispute shall be determined by the applicable data protection laws and the relevant transfer mechanism (including Clause 17 and Clause 18 of the EU Standard Contractual Clauses), and nothing in these Terms limits any rights granted to data subjects thereunder.
19.4 Mandatory Rights
Nothing in these Terms limits any mandatory rights or protections a party may have under applicable law.
19.5 Waiver of Jury Trial
To the fullest extent permitted by applicable law, each party knowingly, voluntarily, and irrevocably waives any right to a trial by jury in any action or proceeding arising out of or relating to these Terms or the Service.
MISCELLANEOUS
20.1 Independent Relationship
Nothing in these Terms shall be deemed to create any partnership, joint venture, employment, fiduciary, or agency relationship between the parties. Neither party has authority to bind the other in any manner.
20.2 Assignment
Customer may not assign or transfer these Terms, in whole or in part, without iClosed’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer’s assets. iClosed may assign these Terms without restriction in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, or by operation of law.
20.3 Force Majeure
iClosed shall not be liable for any failure or delay in performance resulting from events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, internet outages, or failures of third-party service providers.
20.4 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
20.5 Waiver
The failure or delay of either party to enforce any provision of these Terms shall not constitute a waiver of such provision or any other provision.
20.6 No Third-Party Beneficiaries
These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever.
20.7 Notices
iClosed may provide notices to Customer by email to the address associated with Customer’s Account, by in-product notification, or by posting notices within the Service. Customer may provide notices to iClosed by email to hello@iclosed.io, and such notices will be deemed given when received by iClosed. Customer is responsible for keeping its Account contact information current. Except where these Terms require a specific form of notice, notices will be effective when delivered as described above.
20.8 Anti-Corruption
Customer represents and warrants that it will comply with all applicable anti-corruption and anti-bribery laws and regulations, including the U.S. Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act, as applicable. Customer will not, and will not permit any Authorized User or anyone acting on its behalf to, directly or indirectly offer, promise, authorize, or provide anything of value to any person (including any government official) to improperly influence any act or decision in connection with these Terms or the Service.
20.9 Entire Agreement; Order of Precedence
These Terms, together with any Order Form (if applicable), the Acceptable Use Policy, the Privacy Policy, and the Data Processing Agreement (if applicable), constitute the entire agreement between Customer and iClosed regarding the Service and supersede all prior and contemporaneous agreements, proposals, and communications relating to the Service.
The Privacy Policy is incorporated by reference into these Terms solely with respect to iClosed-Controlled Data processed by iClosed as an independent Controller, and it forms part of the agreement between Customer and iClosed for that limited purpose. For clarity, the Privacy Policy does not govern iClosed’s processing of Customer Personal Data on behalf of Customer, which is governed exclusively by the DPA and Customer’s documented instructions.
The AUP is incorporated into these Terms. If there is any conflict between the AUP and these Terms, these Terms control.
If there is any conflict between these Terms, an Order Form, the DPA (if applicable), and the Privacy Policy, then:
(a) solely with respect to the processing of Customer Personal Data, the DPA controls (and any SCCs or other transfer mechanisms incorporated into the DPA will prevail to the extent required by Applicable Data Protection Laws);
(b) solely with respect to iClosed-Controlled Data processed by iClosed as an independent Controller, the Privacy Policy controls; and
(c) for all other matters, these Terms control unless an Order Form expressly states that it supersedes a specific provision of these Terms.
Any terms or conditions contained in a Customer purchase order or similar document are expressly rejected and shall have no force or effect, even if accepted or processed by iClosed.
CHANGES TO THE SERVICE AND TERMS
iClosed may modify, update, enhance, suspend, or discontinue any aspect of the Service, including features, functionality, content, or availability, in whole or in part, at any time to improve the Service, comply with legal or regulatory requirements, address security concerns, or respond to operational needs.
iClosed may also modify these Terms from time to time. iClosed may also modify the AUP from time to time, and material changes will be notified in the same manner described in this Section. If a modification materially affects Customer’s rights or obligations, iClosed will provide reasonable notice, which may be given through the Service, by email, or by updating the “Last Updated” date above. Customer’s continued use of the Service after the effective date of the updated Terms constitutes acceptance of the revised Terms.
If Customer does not agree to any updated Terms, Customer’s sole remedy is to discontinue use of the Service and, where applicable, cancel its Subscription in accordance with these Terms. Continued access to or use of the Service following the effective date of any modification constitutes Customer’s binding acceptance of the updated Terms.
iClosed does not guarantee that any particular feature, integration, or functionality will be available at all times or for any minimum duration.
Acknowledgment:
BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.
Contact Us:
If you have any questions about this Terms or the Service, please contact us at:
Email: hello@iclosed.io