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 AI sales-agent platform and any associated APIs, dashboards, integrations, or content (collectively, the "Service").

By creating an account, joining the waitlist, 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" refers to both you individually and that organization.

1. The Service

Cloziq provides a software platform that, when connected to a Customer's authorized Instagram Business or Creator account through Meta's Graph API, automates message handling and related sales workflows configured by the Customer. The Service may include additional integrations or interfaces from time to time.

We may add, modify, or remove features. We will give you reasonable notice of material changes that materially reduce 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.

3. Your Content and Customer Data

"Your Content" means any data, text, prompts, configurations, message content, contact information, media, or other materials you submit to the Service or that the Service processes on your behalf (including the content of Instagram conversations 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 operate, secure, support, and improve the Service for you. We will not sell Your Content, and we will not use Your Content to train models that are made available to anyone other than you, except as aggregated, de-identified data used to improve general service performance and security.

For clarity, AI-generated messages and other outputs produced by the Service on Customer's behalf in response to Customer's configuration and inputs are treated as Your Content, and Customer owns them subject to the third-party rights of the underlying message recipients. Cloziq makes no representation that AI-generated outputs are free from errors or suitable for any particular use; Customer is responsible for reviewing and supervising agent behavior.

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. 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 Instagram's, Meta's, or any other platform's terms of service or community standards;
• impersonate any person or misrepresent your affiliation, including misrepresenting the AI agent as a human when explicitly asked;
• use the Service to generate communications that impersonate any real person other than the Customer's own business persona, or to create deceptive synthetic content;
• use the Service to provide regulated advice (including financial, medical, legal, or therapeutic advice) where the Customer is not licensed and authorized to do so;
• use the Service to communicate with individuals the Customer knows 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 or models underlying the Service, except as permitted by applicable law;
• circumvent rate limits, security controls, billing, or access restrictions;
• 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 Meta Platform Terms (including the Instagram Platform Policy), Stripe's terms, Calendly's terms, and all other terms imposed by the third-party services you integrate.

5. Third-Party Integrations

The Service requires you to connect third-party platforms — at minimum, Meta (Instagram) and, depending on configuration, Stripe, Calendly, and others. Those services are governed by their own terms; we are not responsible for them, do not control them, and disclaim any liability arising from their availability, content, or actions. If a third-party service is suspended, modified, or terminates your access, the corresponding Cloziq features may be affected without liability to us.

6. Pricing, Billing, and Trials

Pricing is published on cloziq.com/pricing and is denominated in U.S. Dollars. By subscribing, you authorize us (through our payment processor, Stripe) to charge your designated payment method on a recurring basis until you cancel. Usage in excess of plan limits is billed as overages at the rates posted on the pricing page.

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

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 (sales, use, VAT, GST, or similar) are your responsibility unless we are required by law to collect them and have communicated that we are doing so.

7. Intellectual Property

The Service, including all software, models, 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 during your subscription term.

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

8. 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.

9. Data Protection

Our processing of personal data on your behalf is governed by our Privacy Policy and the 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.

10. 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), and force-majeure events may affect availability. Any service-level commitments will be set forth in a separately executed agreement.

11. 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, error-free, or that it will detect every spam, fraud, or abuse attempt.

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

12. 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 amounts you paid to Cloziq under these Terms in the 12 months preceding the event giving rise to liability.

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.

13. 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, (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.

14. 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 closing your account. 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 to legal or platform-level risk (including loss of Meta API access), or if required by law.

On termination: your right to use the Service ends, your data may be deleted in accordance with our retention schedule (see Privacy Policy), and accrued payment obligations survive. For thirty (30) days after termination, Customer may request export of Your Content in a commercially reasonable format. After that period, Cloziq may delete Your Content in accordance with the retention schedule referenced in our Privacy Policy.

Sections 3 (last paragraph), 7, 8, 11, 12, 13, 15, 16, 17, and 18 survive termination.

15. 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.

16. 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 at the archive URL shown on the document. 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.

17. 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.

18. 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; 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