Terms of Service

Terms of Service

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These Terms of Service ("Terms") govern your access to and use of the Clozers application, mobile applications, websites, and related services (collectively, the "Service"), operated by Prime 5 Digital LLC ("Clozers," "we," "us," or "our"). Please read these Terms carefully.

By creating an account, accessing, or using the Service, you agree to be bound by these Terms and by our Privacy Policy. If you are entering into these Terms on behalf of a company or other organization, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree, do not use the Service.

1. The Service

Clozers is an AI-assisted sales-coaching and team-management platform. Features may include an AI Coach (text and voice), call recording and transcription, competency and skill-level scoring, a deal and appointment tracker, sales frameworks and walkthroughs, CRM integrations, team and organization management, and manager-facing analytics. We may add, modify, or remove features over time.

2. Eligibility and Accounts

  • You must be at least 18 years old and capable of forming a binding contract.

  • You must provide accurate, current, and complete information and keep it up to date.

  • You are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly of any unauthorized use.

  • You may not share your account or allow others to use it, except through the team and seat features the Service provides.

3. Teams, Roles, and Invitations

  • The Service supports teams and organizations with roles such as owner, manager, and representative.

  • The team owner is responsible for the team's subscription and billing. Owners and authorized managers may invite, manage, and remove members, assign roles, and access manager-facing features and analytics about team members' activity.

  • If you join a team by invitation, you acknowledge that the team's owner and authorized managers control the workspace, may have visibility into your activity, recordings, transcripts, and competency scores within the team, and may manage or revoke your access.

  • Billing and subscription controls are restricted to the account owner. Members without billing authority may not manage, change, or cancel a team's subscription.

Employer obligations. If you deploy the Service to record, monitor, or score your personnel, you are responsible for providing all notices and obtaining all consents required by applicable employment, privacy, and electronic-monitoring laws in the jurisdictions where those personnel work. Several states require advance written notice of electronic monitoring of employees.

4. Subscriptions, Billing, and Payment

  • Plans and seats. The Service is offered on a subscription basis across tiers. Features, seat counts, and pricing vary by tier as described at the point of purchase. Some plans are billed per seat.

  • Payment processing. Payments are processed by Stripe. By subscribing, you authorize us and our processor to charge the applicable fees to your payment method.

  • Recurring billing. Subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date. You authorize recurring charges until you cancel.

  • Adding and removing seats. Seats added mid-cycle are charged on a prorated basis for the remainder of the then-current period. Seats removed mid-cycle take effect at the next renewal; we do not issue refunds or credits for removed seats within a paid period.

  • Cancellation. You may cancel at any time. Cancellation takes effect at the end of the then-current billing period, and access continues until that period ends.

  • Refunds. Except where required by law, fees are non-refundable, and we do not provide refunds or credits for partial periods, unused features, or downgrades.

  • Non-payment. If a payment fails, we may suspend access after [10] days' notice and terminate the account after [30] days. Fees not paid when due may accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

  • Changes to pricing. We may change pricing or plan features on [30] days' notice; changes apply to subsequent billing periods.

  • Taxes. Fees are exclusive of taxes. You are responsible for applicable taxes other than taxes on our net income.

5. Acceptable Use

You agree not to, and not to permit others to:

  • Use the Service in violation of any applicable law or regulation;

  • Upload or transmit content that is unlawful, infringing, defamatory, harassing, or that violates the rights of others;

  • Attempt to gain unauthorized access to the Service, other accounts, or our systems;

  • Interfere with or disrupt the integrity or performance of the Service;

  • Reverse engineer, decompile, or attempt to extract source code, except where that restriction is prohibited by law;

  • Use the Service to build a competing product, or to scrape, harvest, or collect data except as expressly permitted;

  • Resell, sublicense, or provide the Service to third parties except through the team features as intended;

  • Send spam or unsolicited communications, or misuse the invitation or email features;

  • Submit content for which you do not have the necessary rights and consents.

We may suspend or terminate access for conduct we reasonably believe violates these Terms or harms the Service, other users, or third parties.

6. Recording, Consent, and Legal Compliance

This section is important. Read it before enabling any recording feature.

The Service can capture audio of conversations conducted in person, by telephone, and over video conferencing. Recording conversations is regulated by federal and state wiretapping, eavesdropping, and privacy laws. A number of states require the consent of every participant to a conversation before it may be recorded, and violations can carry criminal penalties and private damages.

You represent, warrant, and agree that:

  1. You are solely responsible for determining which laws apply to each conversation you record, and for complying with them;

  2. You will obtain all notices and consents required from every participant — including prospects, customers, and your own personnel — before recording;

  3. You will not use the Service to record any conversation you are not legally permitted to record;

  4. You will honor any request by a participant to stop recording or to delete a recording;

  5. You have all rights and consents necessary for any content you submit, including the voices and personal information of third parties.

Clozers does not obtain consent on your behalf, does not determine which consent rules apply to you, and does not verify that consent has been obtained. Any consent prompts, disclosures, or notice features the Service may offer are conveniences only and are not legal advice or a compliance guarantee.

You will indemnify us in accordance with Section 17 for any claim arising from your recording activity or your failure to obtain required consent.

7. Your Content

  • Ownership. As between you and us, you retain all rights to the content you submit ("Your Content"), including messages, recordings, transcripts, audio, deal data, and uploaded assets.

  • License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and otherwise use Your Content solely as necessary to operate, provide, secure, and support the Service for you and your team, and as described in our Privacy Policy. This includes transmitting Your Content to the third-party AI and infrastructure providers that power the Service.

  • No model training. We will not use Your Content to train, fine-tune, or improve general-purpose AI models. [Confirm this matches your provider agreements before publishing.]

  • Responsibility. You are solely responsible for Your Content and for ensuring you have all rights and consents needed to submit it.

  • Team content. Content you contribute within a team may be accessible to and retained by that team and its administrators, consistent with how shared workspaces operate, even after you leave the team.

  • Feedback. If you send us suggestions or feedback, you grant us an unrestricted, perpetual right to use it without obligation to you.

8. AI Features and Outputs

  • The Service includes AI-powered features that generate coaching feedback, responses, summaries, transcripts, and scores ("Outputs"). Outputs are generated by automated systems and may be inaccurate, incomplete, or unsuitable for your particular situation. Transcription accuracy in particular varies with audio quality, accent, background noise, and speech overlap.

  • Outputs are provided for informational and training purposes only and do not constitute professional, legal, financial, or other regulated advice. You are responsible for exercising your own judgment before relying on any Output.

  • No guaranteed results. Clozers is a training and coaching tool. We make no representation, warranty, or guarantee regarding sales performance, close rates, revenue, conversion, or any other business outcome. Any figures, examples, or testimonials presented in our marketing materials are illustrative and are not a promise of results.

  • Competency scores are not employment decisions. Scores and skill levels are coaching output. Clozers does not make, recommend, or endorse any employment decision. Any decision you make on the basis of an Output — including decisions about compensation, advancement, assignment, discipline, or continued employment — is yours alone, and you are responsible for its lawfulness, including under applicable employment-discrimination and automated-decision laws.

9. The Methodology and Coaching Content

The Service is built on a proprietary sales methodology and associated frameworks, question flows, assessment criteria, scoring rubrics, training modules, and coaching logic (collectively, the "Methodology"). The Methodology is our confidential and proprietary intellectual property and is the core value of the Service.

You may use the Methodology solely for the internal training of your own personnel through the Service during your subscription. You may not:

  • reproduce, publish, distribute, or otherwise disclose the Methodology outside your organization;

  • use the Methodology to develop, train, or operate any competing coaching product, curriculum, training program, or AI system;

  • systematically extract, export, or compile the Methodology, whether manually or by automated means, including by prompting the AI Coach to reproduce it;

  • remove or obscure any proprietary notices.

These obligations survive termination and continue for as long as the Methodology remains confidential.

10. Intellectual Property

The Service, including its software, design, text, graphics, models, and other materials (excluding Your Content), and all related intellectual property rights, are owned by us or our licensors. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms. All rights not expressly granted are reserved. You may not use our names, logos, or trademarks without our prior written consent.

White-label customers may display their own branding within the Service as the relevant features provide; this does not transfer any ownership of the underlying Service.

11. Third-Party Services and Integrations

The Service relies on and may integrate with third-party services, including hosting, database, payment, AI, email, and CRM providers.

If you connect a third-party system — such as HubSpot, GoHighLevel, MarketSharp, or Lead Perfection — you represent that you are authorized to grant that access, and you instruct us to access, retrieve, and write data to that system as the integration provides. Your use of those services is governed by their own terms. We are not responsible for third-party services, their availability, their accuracy, or any loss, corruption, or delay of data arising from them, including changes a provider makes to its API. Integration availability may change without notice if a provider modifies or discontinues access.

12. Beta and Early-Access Features

We may make features available on a beta, preview, or early-access basis. Such features are identified as such, are provided "as is" and without warranty of any kind, may be unstable or incomplete, may change or be discontinued at any time, and are excluded from any service commitments. Data associated with beta features may be lost. Use them at your own risk.

13. Service Availability and Changes

We strive to keep the Service available but do not guarantee uninterrupted or error-free operation. We may modify, suspend, or discontinue all or part of the Service, temporarily or permanently, with or without notice. We may perform scheduled maintenance and will make reasonable efforts to give advance notice of extended maintenance windows. We are not liable for any modification, suspension, or discontinuation.

14. Data Protection and Confidentiality

Our handling of personal information is described in the Privacy Policy, incorporated into these Terms by reference. Business customers may request our Data Processing Addendum, which governs our processing of personal data on your behalf and, where applicable, incorporates Standard Contractual Clauses. Where a signed DPA is in place, it controls over any conflicting provision of these Terms with respect to personal data.

Each party will protect the other's confidential information with at least reasonable care and will use it only as necessary to perform under these Terms.

15. Disclaimers

THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT ANY OUTPUT OR TRANSCRIPT WILL BE ACCURATE OR RELIABLE, OR THAT USE OF THE SERVICE WILL RESULT IN ANY PARTICULAR BUSINESS OUTCOME. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU USE THE SERVICE AND OUTPUTS AT YOUR OWN RISK.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

17. Indemnification

You agree to indemnify, defend, and hold harmless Clozers and Prime 5 Digital LLC, and our officers, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) Your Content; (b) your use of the Service; (c) your violation of these Terms; (d) your violation of any law or third-party right; (e) any recording made through the Service, including any claim that a required notice or consent was not obtained; and (f) any employment or personnel decision you make in connection with the Service.

18. Term and Termination

You may stop using the Service and close your account at any time. We may suspend or terminate your access at any time, with or without cause or notice, including if we believe you have violated these Terms.

Data after termination. For [30] days following termination, you may request an export of Your Content. After that period, we will delete or de-identify Your Content in accordance with the Privacy Policy, except where retention is required by law.

Sections that by their nature should survive termination — including Sections 6, 7, 9, 10, 15, 16, 17, 19, and this sentence — will survive.

19. Governing Law and Disputes

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules. Subject to any applicable mandatory law, any dispute arising out of or relating to these Terms or the Service will be resolved exclusively in the state or federal courts located in Sarasota County, Florida, and you consent to the personal jurisdiction of those courts. Nothing in this section prevents either party from seeking injunctive relief where appropriate.

[DECISION POINT: consider adding a binding arbitration clause with a class-action waiver. For a product used by many small businesses and their reps, a class waiver is the single most effective limit on aggregate exposure — particularly for recording-consent and biometric claims. Discuss with counsel.]

20. Mobile Applications

If you download a mobile application from a third-party app store, you agree to that store's terms in addition to these Terms. For applications obtained from the Apple App Store: these Terms are between you and us, not Apple; Apple has no obligation to provide maintenance or support; Apple is not responsible for any product warranty or for addressing any claim relating to the application; and Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you. You represent that you are not located in a country subject to a U.S. Government embargo and are not on any U.S. Government restricted-party list.

21. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date and, where appropriate, provide additional notice. Continued use after changes take effect constitutes acceptance.

22. Miscellaneous

  • Entire agreement. These Terms, together with the Privacy Policy, any Data Processing Addendum, and any order or plan terms, constitute the entire agreement regarding the Service.

  • Severability. If any provision is unenforceable, the remainder stays in effect.

  • No waiver. Failure to enforce a provision is not a waiver of the right to do so later.

  • Assignment. You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, or sale of assets.

  • Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of third-party infrastructure or AI providers.

  • Export and sanctions. You represent that you are not subject to U.S. sanctions and will not use the Service in violation of export-control laws.

  • Publicity. We will not use your name or logo publicly without your prior written consent. [Or invert if you want logo rights by default.]

  • Notices. We may provide notices by email or in-app message.

23. Contact Us

Prime 5 Digital LLC 1116 Sklar Dr, Venice, FL 34293