Terms of Service

1. Agreement and eligibility

These Terms of Service (“Terms”) are a legal agreement between the person or organization using CloseUp (“Customer,” “you,” or “your”) and the CloseUp legal entity identified in the applicable order form, invoice, checkout or other contract (“CloseUp,” “we,” “us,” or “our”).

By creating an account, accepting an Order Form, clicking an acceptance control, or using the Service, you agree to these Terms. If you use CloseUp on behalf of a company or other organization, you represent that you have authority to bind that organization.

You must be legally capable of entering into a binding agreement and may not use the Service if doing so would violate applicable law, sanctions, contractual restrictions or the rights of another person.

2. The CloseUp Service

CloseUp is an AI-powered sales execution and CRM platform that can centralize leads and interactions from channels such as WhatsApp, email, telephony, advertising and lead forms; manage pipelines, tasks and follow-ups; and provide dashboards, automation and AI-assisted analysis.

Features vary by plan, country, provider availability and customer configuration. We may improve, replace, add or discontinue features. We will use commercially reasonable efforts to avoid materially reducing paid core functionality during a committed subscription term without reasonable notice, except where a change is required for security, law, provider restrictions or prevention of abuse.

Beta and preview features

Features identified as beta, preview, experimental or similar may be changed or discontinued at any time, may be less reliable, and may be subject to additional terms. Unless explicitly agreed otherwise, they are provided without service-level commitments.

3. Accounts, administrators and security

• You must provide accurate registration and billing information and keep it current.
• Workspace administrators may invite, remove and manage users, roles, permissions, integrations, settings and Customer Data. Actions taken by an authorized administrator are treated as Customer instructions.
• You are responsible for activity under your accounts and for maintaining the confidentiality of credentials, API keys, integration tokens and recovery methods.
• You must promptly notify CloseUp of suspected unauthorized access or credential compromise.
• CloseUp may require stronger authentication, session controls or credential rotation when reasonably necessary for security.

4. Customer Data and ownership

As between the parties, Customer retains all right, title and interest in Customer Data. These Terms do not transfer ownership of Customer Data to CloseUp.

Customer grants CloseUp and its authorized subprocessors a limited right to host, copy, transmit, transform, analyze, display and otherwise process Customer Data solely as necessary to provide, secure, support and improve the Service, comply with law, and perform other activities expressly permitted by the agreement.

Customer is responsible for the accuracy, quality, legality and means by which it acquired Customer Data, including data imported from external systems. Customer represents that it has the rights, notices, permissions and lawful bases needed to instruct CloseUp to process that data.

Data portability

Where supported by the plan and agreement, Customer may export Customer Data using available product features or request a reasonable export before termination. Export functionality may exclude system metadata, security information, proprietary models, derived platform telemetry or information that CloseUp is legally prohibited from disclosing.

5. Lawful use of communications, recordings and marketing data

CloseUp can process communication content and metadata at Customer’s direction. Customer is solely responsible for determining whether and how it may lawfully record, monitor, transcribe, analyze, store or contact individuals through telephone, WhatsApp, email, SMS, advertising and other channels.

Customer must provide required privacy and recording notices, obtain consent where required, respect unsubscribe and do-not-contact requests, comply with anti-spam and telemarketing rules, honor provider platform policies, and ensure that its personnel are authorized to connect business accounts to CloseUp.

CloseUp does not provide legal advice regarding recording consent, employee monitoring, marketing lists or communications compliance.

6. Third-party integrations

The Service may interoperate with third-party products such as Meta/WhatsApp, email providers, calendars, telephony systems, advertising platforms, payment services and automation tools. If you enable an integration, you authorize CloseUp to exchange information with that provider as needed to perform the integration.

Third-party services are governed by their own terms and policies. CloseUp does not control their availability, security, data use, API changes or account enforcement. We are not liable for a third-party service except to the extent caused by CloseUp’s own breach of these Terms or applicable law.

If a provider changes or restricts an API, CloseUp may modify, suspend or discontinue the affected integration.

7. AI-assisted features

CloseUp may use machine learning and third-party AI services to generate summaries, extracted details, sentiment, lead scores, recommendations, forecasts, coaching, classifications or other output (“AI Output”).

• Human review is required. AI Output may be inaccurate, incomplete or unsuitable for a particular decision.
• No professional advice. AI Output is not legal, financial, medical or other regulated professional advice.
• Customer responsibility. Customer is responsible for how AI Output is used and for ensuring that use complies with law, internal policy and applicable fairness/non-discrimination requirements.
• Training restrictions. CloseUp will not authorize third-party general-purpose AI providers to use identifiable Customer Data to train their general foundation models unless Customer expressly opts in or a separate written agreement specifically permits it.
• De-identified improvement. CloseUp may use aggregated or de-identified telemetry and quality signals to improve the Service, where legally and contractually permitted.

8. Acceptable use

You may not use the Service to:

• violate law, privacy rights, intellectual-property rights, contractual restrictions or provider platform rules;
• send unlawful spam, conduct abusive telemarketing, harass, threaten, defraud or impersonate others;
• upload malware, exploit vulnerabilities, bypass security controls, probe systems without written authorization, or interfere with Service availability;
• attempt to gain unauthorized access to another customer’s workspace or data;
• share credentials in a way that defeats licensed-user limits or security controls;
• reverse engineer or circumvent technical restrictions except where applicable law expressly permits it despite this restriction;
• use the Service to build or benchmark a directly competing product using non-public functionality or data, except with written permission;
• use AI features to make unlawful discriminatory decisions or solely automated high-impact decisions where prohibited by law;
• process data that is prohibited by the agreement or a documented product restriction.

We may investigate suspected abuse and may restrict access when reasonably necessary to protect the Service, users, third parties or our legal obligations.

9. Fees, subscriptions, taxes and cancellation

Fees, billing frequency, included usage, seats and subscription term are shown in the applicable plan, checkout or Order Form. Unless expressly stated otherwise:

• fees are charged in advance for the applicable billing period;
• amounts are exclusive of VAT and other applicable taxes, which Customer is responsible for paying except taxes based on CloseUp’s net income;
• subscriptions automatically renew for the same billing interval unless canceled before renewal, if auto-renewal is stated at purchase;
• usage or add-on charges may be billed in arrears;
• paid fees are non-refundable except where required by law or expressly stated in the plan or Order Form;
• cancellation stops future renewal but does not retroactively cancel charges already incurred;
• we may change prices for a future renewal period by providing reasonable advance notice.

If payment is overdue, we may suspend paid functionality after reasonable notice, except where prohibited by law or the applicable agreement.

10. Intellectual property

CloseUp and its licensors own the Service, software, interfaces, workflows, documentation, branding, designs, models, non-Customer datasets and all related intellectual-property rights. Subject to these Terms and payment of applicable fees, CloseUp grants Customer a limited, non-exclusive, non-transferable right to access and use the Service during the subscription term for its internal business purposes.

If you provide feedback or suggestions, you grant CloseUp a perpetual, worldwide, royalty-free right to use that feedback without restriction or obligation, provided we do not identify you publicly as the source without permission.

11. Confidentiality

Each party may receive non-public business, technical, security or commercial information from the other. The receiving party will use confidential information only for the relationship, protect it using reasonable care, and disclose it only to personnel and service providers who need it and are bound by appropriate confidentiality obligations.

Confidentiality obligations do not apply to information that is public through no breach, already lawfully known, independently developed without use of the confidential information, or lawfully received from a third party without confidentiality duty. Legally compelled disclosure is permitted subject to legally allowed notice and reasonable cooperation.

12. Privacy, data protection and security

Our Privacy Policy describes CloseUp’s handling of personal information. If CloseUp processes personal data on Customer’s behalf, the applicable DPA forms part of the agreement where required.

CloseUp will maintain reasonable administrative, technical and organizational safeguards designed to protect Customer Data. Customer remains responsible for account security, user permissions, lawful collection, retention settings, connected systems and endpoint/device security under its control.

13. Suspension, termination and deletion

Either party may terminate as permitted by the applicable plan or Order Form. CloseUp may suspend or terminate access if Customer materially breaches the agreement, fails to pay undisputed fees, creates a security risk, uses the Service unlawfully, or where suspension is required by law or a third-party platform dependency.

Where reasonably practicable, CloseUp will give notice and an opportunity to cure before suspension for a remediable breach.

Following termination, Customer’s access ends. Customer Data will be available for export or deleted according to the applicable agreement, DPA, product functionality, legal retention obligations and backup lifecycle. See Data Deletion for additional information.

Sections that by their nature should survive termination—including payment obligations, intellectual property, confidentiality, disclaimers, liability limits, indemnity and dispute provisions—will survive.

14. Service warranties and disclaimers

CloseUp will provide the paid Service with commercially reasonable skill and care. Except for express commitments in a signed agreement and to the maximum extent permitted by law, the Service, integrations, beta features and AI Output are provided “as is” and “as available.”

We do not warrant that the Service will be uninterrupted or error-free, that every integration will remain available, that AI Output will be accurate, or that the Service will meet every Customer requirement. Nothing in these Terms excludes warranties or consumer rights that cannot lawfully be excluded.

15. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive or consequential damages, or for loss of profits, revenue, goodwill or anticipated savings, arising from the agreement, even if advised that such loss is possible.

Except for liabilities that cannot legally be limited and except as otherwise stated in a signed Order Form, each party’s aggregate liability arising out of or relating to the Service during any twelve-month period will not exceed the fees paid or payable by Customer to CloseUp for the Service during the twelve months preceding the event giving rise to the claim.

The limitations in this section apply to the fullest extent permitted by law and allocate risk between the parties. A signed enterprise agreement may specify different caps or exclusions.

16. Customer indemnity

To the extent permitted by law, Customer will defend and indemnify CloseUp against third-party claims arising from Customer’s unlawful Customer Data, unlawful recording or communication practices, infringement caused by content supplied by Customer, or use of the Service in material violation of these Terms, except to the extent the claim results from CloseUp’s own breach, negligence or willful misconduct.

17. Governing law and disputes

Unless a signed Order Form states otherwise, these Terms and disputes arising from them are governed by the laws of the State of Israel, without regard to conflict-of-laws rules. The competent courts located in Tel Aviv-Jaffa, Israel will have exclusive jurisdiction, except that either party may seek urgent injunctive relief in any court of competent jurisdiction.

Before filing a formal claim, the parties agree to make a good-faith attempt to resolve the dispute through written notice and reasonable business discussions.

18. Changes to these Terms

We may update these Terms from time to time. For changes that materially affect an active paid subscription, we will provide reasonable advance notice when required by law or contract. Changes required for security, legal compliance or third-party platform requirements may take effect sooner. Continued use after the effective date constitutes acceptance where legally permitted.

19. General terms

• Entire agreement: These Terms plus applicable Order Forms, DPAs and referenced policies constitute the agreement for the Service.
• Priority: If documents conflict, a signed Order Form or negotiated agreement controls over these online Terms for the conflicting subject, followed by the DPA for data-processing matters.
• Assignment: Neither party may assign the agreement without the other party’s consent, except in connection with a merger, reorganization or sale of substantially all relevant assets, provided the assignee assumes the obligations.
• Force majeure: Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations.
• No waiver: Failure to enforce a provision is not a waiver.
• Severability: If a provision is unenforceable, the remainder stays effective and the invalid provision will be interpreted as closely as legally possible to its intended effect.
• No third-party beneficiaries: These Terms do not create third-party beneficiary rights unless expressly stated.

20. Contact