Terms of Service

These Terms of Service ("Terms") govern your access to and use of the products, services, software, and websites operated by Cloziq LLC, a Delaware limited liability company ("Cloziq," "we," "us," or "our"), including the Cloziq web app, the Cloziq mobile apps for iOS and Android, and any associated APIs, connectors, integrations, or content (collectively, the "Service").

By creating an account, downloading or using our apps, or otherwise using the Service, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have the authority to bind that organization, and "you" and "Customer" refer to both you individually and that organization.

1. The Service

Cloziq is an inbox for businesses that sell through social media. When you connect your Instagram professional account or Facebook Page through Meta's platform, the Service lets you read and reply to messages and comments in one place, organize contacts, work with your team, and use AI features that sort conversations, draft and send replies, follow up with leads, and help you book calls or take payments, according to the settings you choose.

Some features are available on the free plan, and others only on paid plans. We may add, modify, or remove features. We will give you reasonable notice of changes that materially reduce paid functionality you actively use.

2. Eligibility and Accounts

You must be at least 18 years old and legally able to enter into a contract to use the Service. The Service is provided for business and professional use only, not for personal, family, or household purposes.

You are responsible for: (a) the accuracy of information you provide; (b) keeping your account credentials secure; (c) all activity that occurs under your account; and (d) promptly notifying us at support@cloziq.com if you suspect unauthorized access.

Connected account eligibility. To protect the Service and the platforms it connects to, we may require connected accounts to meet eligibility requirements, check them automatically, and decline or disconnect accounts that do not meet them.

Teams. If you invite team members to your workspace, you are responsible for their use of the Service, for the roles and access you give them, and for removing access when it is no longer appropriate. The workspace owner controls the workspace and its data.

3. Your Content and Customer Data

"Your Content" means any data, text, prompts, configurations, message content, contact information, media, files, or other materials you submit to the Service or that the Service processes on your behalf, including the content of Instagram and Facebook conversations and comments routed through Cloziq.

You retain all rights in Your Content. You grant Cloziq a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, process, and otherwise use Your Content solely to provide, secure, and support the Service. We may improve the Service using account, usage, and diagnostic data that does not include message content. We will not sell Your Content.

AI model providers. Cloziq does not permit its third-party AI model providers, or the hosting providers that run AI models Cloziq controls, to use Your Content to train their own models.

AI-generated messages and other outputs produced by the Service on your behalf in response to your configuration and inputs are treated as Your Content, and you own them, subject to the rights of the people you communicate with and of third parties.

You represent and warrant that you have all rights necessary to grant this license, and that Your Content does not violate any law, contract, or third-party right.

4. AI Features

How AI features work. The Service includes AI features, such as inbox sorting and labels, suggested and automatic replies and follow-ups, conversation summaries, extracting lead details from messages, lead research, and setup from your website or files. Inbox sorting and labels run on AI models that Cloziq controls. The other AI features use third-party AI model providers that process data on our behalf.

Your agreement to AI processing. By using any AI feature, you agree that the data described for that feature in Section 4.1 of our Privacy Policy is processed by AI to produce that feature's result, by AI models that Cloziq controls or by third-party AI model providers, as that section describes. Inbox sorting runs automatically when your connected accounts receive messages. If you do not want your conversations processed by AI, do not connect a messaging account, or contact support@cloziq.com to discuss your options.

Your responsibilities. AI-generated content can be wrong, incomplete, or inappropriate. You are responsible for:

• reviewing your configuration and the information your AI features rely on, and supervising automatic replies;
• giving the people you communicate with any notice that you use AI or automated messaging, where applicable law requires it;
• not presenting an AI assistant as a human when a person sincerely asks whether they are talking to one; and
• any action you take, or allow the Service to take, based on AI output.

5. Your Obligations Toward Your Contacts

You are the controller of the personal information of the people you communicate with through the Service. You are responsible for:

• having a lawful basis to process their information and to message them, and providing any notices and obtaining any consents required by law;
• complying with applicable law for messages and emails the Service sends on your behalf, including anti-spam, consumer-protection, advertising, and disclosure laws;
• any features you turn on that send their information elsewhere, such as Meta's Conversions API for your ads, Slack notifications, webhooks, and AI assistants you authorize; and
• responding to their privacy requests, with our help as described in our Data Processing Addendum.

6. Acceptable Use

You agree not to, and not to permit anyone else to:

• use the Service to send unsolicited messages, spam, or any communication that violates Meta's terms, policies, or community standards, or those of any other platform;
• impersonate any person or misrepresent your affiliation, including by denying that an AI assistant is automated when sincerely asked;
• use the Service to generate communications that impersonate any real person other than your own business persona, or to create deceptive synthetic content;
• use the Service to provide regulated advice (including financial, medical, legal, or therapeutic advice) where you are not licensed and authorized to do so;
• use the Service to communicate with individuals you know or reasonably should know are minors;
• use the Service for political campaigning, electioneering, or coordinated inauthentic behavior;
• use the Service to harass, defame, harm, or discriminate against any person, or to promote illegal activity;
• attempt to reverse-engineer, decompile, or extract the source code, prompts, or models underlying the Service, except as permitted by applicable law;
• circumvent eligibility checks, usage limits, security controls, billing, or access restrictions, including by creating multiple accounts to obtain free-plan or trial benefits;
• use the Service in any way that could damage, disable, overburden, or impair the Service or any connected platform.

You are responsible for ensuring your use of the Service complies with the Meta Platform Terms and Meta's policies for Instagram and Messenger, and with the terms of every other third-party service you connect.

7. Third-Party Services and Connectors

The Service works with third-party platforms, including Meta (Instagram and Facebook), Calendly, Stripe, Slack, and others you choose to connect. Those services are governed by their own terms; we do not control them and are not responsible for their availability, content, or actions. If a third-party service is suspended, modified, or terminates your access, the related Cloziq features may be affected without liability to us.

AI assistants and API access. If you connect an AI assistant or other client to your workspace (for example, through our MCP connector), that client can read and change your workspace data with your account's permissions. You are responsible for the clients you authorize and for their actions, and you can revoke access at any time.

8. Plans, Billing, and Trials

Free plan. We offer a free plan with limited features and usage. We may change the free plan's features and limits at any time.

Paid plans. Pricing is published on cloziq.com/pricing in U.S. Dollars. Paid plans, trials, credits, and top-ups are sold by our Merchant of Record, Dodo Payments, which processes your payment and is the seller on your receipt. Dodo Payments' terms and privacy policy also apply to your purchase. By subscribing, you authorize recurring charges to your payment method until you cancel.

Trials. If you start a trial with a payment method on file, your paid plan begins and you are charged at the end of the trial unless you cancel before it ends.

Usage, credits, and top-ups. Some features consume credits or usage allowances. Usage beyond your plan's allowance may require credits or be billed at the rates shown in the Service or on the pricing page. If you turn on automatic top-ups, you authorize us to charge your payment method in fixed amounts when your credits run out, up to the monthly limit you set.

Cancellation and refunds. You may cancel at any time from your billing settings. Cancellation takes effect at the end of the then-current billing period, and you remain responsible for charges through that period. Fees are non-refundable except where required by law or expressly stated in writing.

Price changes. We may change pricing prospectively on at least 30 days' notice. If you do not accept a price change, you may cancel before it takes effect.

Taxes. Taxes are calculated and collected by our Merchant of Record where applicable.

Mobile apps. Our mobile apps do not offer in-app purchases. Plans are purchased on our website.

9. Mobile Apps

Your use of our iOS and Android apps is subject to these Terms.

Apple. If you download our app from the Apple App Store, you and Cloziq acknowledge that:

• these Terms are between you and Cloziq only, not with Apple Inc. ("Apple"), and Cloziq, not Apple, is solely responsible for the app and its content;
• your license to use the app is limited to a non-transferable license to use it on Apple-branded products you own or control, as permitted by the Usage Rules in the App Store Terms of Service;
• Apple has no obligation to provide any maintenance or support for the app;
• if the app fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) of the app to you; to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the app;
• Cloziq, not Apple, is responsible for addressing any claims by you or any third party relating to the app or your possession or use of it, including product liability claims, claims that the app fails to conform to legal or regulatory requirements, and claims under consumer protection, privacy, or similar laws;
• in the event of any third-party claim that the app or your possession and use of it infringes that third party's intellectual property rights, Cloziq, not Apple, is solely responsible for the investigation, defense, settlement, and discharge of that claim;
• you represent that you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and that you are not on any U.S. Government list of prohibited or restricted parties;
• you must comply with applicable third-party terms when using the app; and
• Apple and its subsidiaries are third-party beneficiaries of these Terms and, once you accept them, Apple will have the right to enforce these Terms against you as a third-party beneficiary.

Google Play. If you download our app from Google Play, these Terms are between you and Cloziq, and your use of Google Play is also subject to Google's terms. Google is not responsible for the app.

Questions, complaints, or claims about the apps should be sent to support@cloziq.com.

10. Intellectual Property

The Service, including all software, models, prompts, designs, text, graphics, and documentation, is owned by Cloziq or its licensors and is protected by U.S. and international intellectual property laws. Subject to your compliance with these Terms, Cloziq grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service while your account is active.

Feedback you provide is non-confidential, and we may use it without restriction or compensation to you.

11. Confidentiality

Each party may receive non-public information from the other ("Confidential Information"). The receiving party will: (a) use Confidential Information only to perform under these Terms; (b) protect it with reasonable care; and (c) not disclose it except to its personnel and advisors who have a need to know and are bound by confidentiality obligations. Information that is publicly known, independently developed, or required to be disclosed by law is excluded.

12. Data Protection

Our handling of personal data is described in our Privacy Policy. Our processing of personal data on your behalf is governed by our Data Processing Addendum (DPA), which is incorporated into these Terms. To the extent any conflict exists between these Terms and the DPA with respect to the processing of personal data, the DPA controls.

13. Service Availability

The Service is provided on an "as is" and "as available" basis. Cloziq uses commercially reasonable efforts to keep the Service available and to remediate outages promptly. Scheduled maintenance, third-party platform outages (including Meta's), changes to third-party platform rules, and force-majeure events may affect availability. Any service-level commitments will be set forth in a separately executed agreement.

14. Disclaimers

To the maximum extent permitted by applicable law, Cloziq disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising out of course of dealing or usage of trade. Cloziq does not warrant that the Service will be uninterrupted or error-free, that AI outputs will be accurate, or that the Service will detect every spam, fraud, or abuse attempt.

The Service generates AI-assisted communications. You are responsible for reviewing your configuration, monitoring what is sent on your behalf, and complying with applicable laws (including consumer-protection, advertising, and disclosure laws).

15. Limitation of Liability

To the maximum extent permitted by law:

(a) No party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, or lost data, even if advised of the possibility of such damages.

(b) Cloziq's total cumulative liability arising out of or relating to these Terms or the Service will not exceed the greater of the amounts you paid for the Service in the 12 months preceding the event giving rise to liability or one hundred U.S. dollars (US$100).

These limitations apply regardless of the theory of liability and even if a remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, our liability is limited to the greatest extent permitted.

16. Indemnification

Customer Indemnification. You will indemnify, defend, and hold harmless Cloziq, its affiliates, officers, directors, employees, and agents from and against any third-party claim, loss, damage, liability, fee, or expense (including reasonable attorneys' fees) arising out of or related to (a) Your Content, including messages sent on your behalf, (b) your use of the Service in violation of these Terms or applicable law, or (c) your violation of any third party's rights (including platform terms such as Meta's).

Cloziq Indemnification. Cloziq will defend Customer against any third-party claim alleging that the Service, when used in accordance with these Terms, infringes that third party's U.S. patent, copyright, trademark, or trade-secret rights, and will pay damages finally awarded against Customer (or settlements Cloziq agrees to) for such claim. Cloziq's obligation does not apply to claims arising from (a) Your Content, (b) Customer's combination of the Service with anything not provided by Cloziq, or (c) Customer's use of the Service in violation of these Terms. If the Service becomes, or in Cloziq's opinion is likely to become, the subject of an infringement claim, Cloziq may at its option (i) procure for Customer the right to continue using the Service, (ii) modify the Service so it is non-infringing, or (iii) terminate the affected portion of the Service and refund any prepaid, unused fees. This Section states Cloziq's entire liability and Customer's exclusive remedy for IP infringement.

17. Term and Termination

These Terms apply from the date you first access the Service and remain in force until terminated. You may terminate at any time by deleting your account, as described in our Privacy Policy. We may suspend or terminate your access immediately, with or without notice, if we believe you have materially breached these Terms, if continued service would expose us or the platforms we connect to legal or platform-level risk (including loss of Meta platform access), or if required by law.

On termination, your right to use the Service ends, your data will be deleted in accordance with our Privacy Policy, and accrued payment obligations survive. Before deleting your account, you may request an export of Your Content by emailing support@cloziq.com, and we will provide it in a commercially reasonable format. For thirty (30) days after we terminate your access (other than for your breach), you may make the same request.

Sections 3 (last paragraph), 4 (Your responsibilities), 5, 8 (as to fees accrued before termination), 9, 10, 11, 12, 14, 15, 16, 18, and 21 survive termination.

18. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved exclusively in the state or federal courts located in New Castle County, Delaware, and you and Cloziq consent to personal jurisdiction and venue there.

Each party waives any right to a jury trial. To the extent permitted by law, you waive any right to participate in a class action or class-wide arbitration against Cloziq.

19. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the "Last Updated" date and post the new version on this page. Previous versions remain accessible on this page. If a change is material, we will give you reasonable advance notice (for example, by email to your account address or an in-app notice). Your continued use of the Service after a change takes effect constitutes acceptance.

20. Beta Features

Cloziq may make features identified as "beta," "preview," "alpha," "experimental," or similar available from time to time. Beta features are provided "as is" without warranty of any kind, are not subject to any service-level commitments, and may be modified, suspended, or discontinued at any time without notice. Cloziq's total liability for any beta feature is limited to fees paid (if any) specifically for that beta feature.

21. Miscellaneous

• Entire Agreement. These Terms (including the Privacy Policy and DPA incorporated by reference) constitute the entire agreement between you and Cloziq about the Service and supersede prior agreements about the same subject matter.
• No Waiver. Failure to enforce a provision is not a waiver of it.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of all or substantially all of our assets.
• Notices. Notices to you may be sent to your account email or shown in the Service; notices to us must be sent to support@cloziq.com.
• Force Majeure. Neither party is liable for delays or failures due to causes beyond its reasonable control.

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Contact: support@cloziq.com Entity: Cloziq LLC, Delaware