Terms of Service.

"1Close AI", "Supplier", "we," "us," or "our" means 1Close AI Limited incorporated and registered in England and Wales with company number 17022737.

"Add-Ons" means additional product enhancements (including Limit increases and other add-ons) that are made available for purchase.

"Affiliates": means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means the ownership of more than fifty percent (50%) of the voting interests of the entity or the power to direct the management or policies of the entity, whether through ownership, contract or otherwise.

"Agreement" or "Customer Terms of Service": means these General Terms and all materials referred or linked to in here, unless otherwise stated.

"AI Customer Input": means any information, data, materials, text, prompts, images or other content submitted, uploaded, transmitted or otherwise provided by or on behalf of the Customer or any Authorised User to an AI Functionality for processing, including any content collected or received by the AI Functionality on the Customer's behalf for purposes such as fine-tuning, grounding, or otherwise customising the AI Functionality.

"AI Customer Output": means information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from the AI Functionality in response to AI Customer Input or from use of an AI Functionality by or on behalf of Customer or its Authorised Users.

"AI Functionality": means any feature, functionality, or component of the Subscription Services that incorporates, uses, depends on, or employs any AI Technology.

"AI Technology": means any artificial intelligence or machine learning technologies used in connection with the Subscription Services, including models, algorithms, training data, neural networks, systems, software, architectures, techniques, methodologies and related improvements.

"API(s)": means the application programming interface made available by Us that allows the Customer's systems, applications or services to interact with, access or use certain functionality of the Subscription Services.

"Applicable Law(s)": means any applicable law, statute, regulation, rule, code, ordinance, order, judgment, decree or other legally binding requirement of any governmental, regulatory or supervisory authority having jurisdiction over a party, the Subscription Services, or the subject matter of this agreement.

"Authorised Payment Method" means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.

"Authorised Users" or "Users": means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Subscription Services and the Documentation.

"Beta Service" means a program, service, or a feature of a service, that is designated, labeled, described, or presented to you or the user as beta, alpha, experimental, pilot, limited release, in development, developer preview, non-production, or evaluation, such that it is provided prior to general commercial release.

"Billing Period" means the period for which you agree to prepay fees under an Order Form. This may be the same length as the Current Term specified in the Order Form, or it may be shorter. For example, if you subscribe to the Subscription Service for a one (1) year Current Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

"Confidential Information": means any information that is not in the public domain provided by one Party (the "Discloser") to the other (the "Receiver"), whether orally or in writing, including, but not limited to, any documents, client and/or customer lists, client information, marketing and/or sales information, business plans, prototypes, models, components, equipment, inventions, products, designs, photographs, drawings, tables, software schematics, source code, concepts, know how, methods, calculations, formulas, formulations or other proprietary information, intellectual property, trade secrets or other data in any medium or form, bench marks, tests or other business information related to this Agreement.

"Consulting Services": means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.

"Customer Data": the data inputted by the Customer, Authorised Users, or Us on the Customer's behalf for the purpose of using the Subscription Services or facilitating the Customer's use of the Subscription Services.

"Data Processing Agreement" or "DPA": means the data processing agreement at https://www.1close.ai/dpa, which governs the Processing of Personal Data by Us on behalf of the Customer in connection with the Subscription Services.

"Documentation": means all user manuals, instructions, guides, model cards, and other specifications and technical materials, in any form or media, relating to the Subscription Services and provided or made available by Us as of the effective date of the applicable Order and any updates thereto, provided that such updates do not materially diminish or degrade the description, features, or functions of the Subscription Services.

"Intellectual Property Rights": means all patents, rights in inventions, utility models, copyright and related rights, trademarks, service marks, trade names, business names, domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in Confidential Information and trade secrets, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

"Order" or "Order Form": means the 1Close AI-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Your Order Form is incorporated into the Agreement.

"Product Specific Terms" means the additional product-related terms that apply to your use of the 1Close AI Subscription Services, our Consulting Services. These terms form part of the Agreement and can be found at www.1close.ai/productspecificterms.

"SDK(s)": means a software development kit allowing the creation of applications for our Subscription Services.

"Service Level Agreement" or "SLA": means Our then current service level agreement.

"Subscription Fee": means the amount you pay for the Subscription Service.

"Subscription Service": means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://1close.ai or another designated URL, and any ancillary products and services, including the AI Technology ,Documentation and the use of Supplier's User Interface.

"Subscription Term": means, collectively, the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s) (the "Initial Term"); and each subsequent renewal period, if any (each a "Renewal Term"). Your "Current Term" is your then-current committed period of Subscription Services, as either an Initial Term or Renewal Term.

"User Interface": means the web-delivered user presentation layer of the Subscription Services providing configuration, administration, and reporting capabilities.

"You," "your," or "Customer" means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer and your Affiliates included in the scope of your purchase.

2.1 Access. During the Subscription Term, we will provide your Authorised Users access to use the Subscription Service as described in this Agreement and the applicable Order. solely for Customer's Authorised Users for Customer's own internal business purposes subject to any restrictions stated in any Order and the terms of this Agreement. All rights not expressly granted to Customer are reserved by Supplier and its licensors. This includes (without limitation) the right to:

• review and act upon call scores, coaching recommendations, deal health signals in the Customer's sales operations including communicating with the Customer's prospects and customers;
• send, edit, or adapt drafted follow-up messages generated by the Subscription Services to the Customer's prospects and leads;
• share AI Customer Output internally within the Customer's organisation for the purposes of sales coaching, performance review, and team management; and
• export or download AI Customer Output where such functionality is made available through the Subscription Services.

2.2.1 User Access. You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You may provide access and use of the Subscription Service to your Affiliate's Users or allow them to receive the Consulting Services purchased under an Order; provided that, all such access, use and receipt by your Affiliate's Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates' compliance with the Agreement. You must be 18 years of age or older to use the Subscription Service.

2.2.2 Unauthorised Access. You will notify us promptly of any unauthorised use of your Authorised Users' identifications and passwords or your account.

2.3 Customer may not use, copy, alter, merge, adapt, modify, rent, or lease the Subscription Services, or any copy thereof, in whole or in part, except as expressly provided in this Agreement. Customer shall not in whole or in part (i) reverse engineer or decompile the Subscription Services or Consulting Services for any reason; (ii) modify, translate, or create derivative works based on the Subscription Services or Consulting Services (except to the extent expressly permitted by us); or (iii) or remove any proprietary notices or labels. Neither Customer nor its Users may use the Subscription Services to design software with similar or competitive functionality for distribution to third parties.

2.4 Subject to the DPA, the Customer grants to the Supplier a non-exclusive, royalty-free, perpetual, worldwide licence to access, receive, store, use, reproduce, and process AI Customer Input;

• solely to the extent necessary to provide the Subscription Services, perform its obligations under this Agreement and exercise its rights hereunder; and
• in irrevocably anonymised form for the purposes of training, developing, fine-tuning, testing, and improving the AI Technology and AI Functionality.

The Supplier shall ensure that prior to any such use, all Personal Data and Customer Confidential Information is removed or anonymised in accordance with the data protection provisions of the DPA such that the resulting data cannot reasonably be used to identify the Customer or any individual. For the avoidance of doubt, the Supplier shall not use any AI Customer Input in a form that identifies or is capable of identifying the Customer or any Authorised User for any training or improvement purposes.

The Customer warrants that it has all necessary rights, consents, and permissions to grant this licence.

2.5 Modifications. We may modify the Subscription Service during the Subscription Term, including by adding or removing (not limited to) features, or functions that apply to your subscription. Any modifications we make will not materially degrade the overall functionality of the Subscription Service during the Current Term to which you subscribe except as follows:

• modifications to any Beta Services; or
• modifications resulting from changes outside of our control, such as a change to applicable law, changes related to third-party products, etc.

If the modification materially degrades the overall functionality of the Subscription Service and 1Close AI is unable to provide you with substantially similar functionality, your sole and exclusive remedy for our breach of this section is termination of your Subscription Services and a pro-rated refund of unused fees.

2.6 Customer Obligations. To realise the full value of the Subscription Service and Consulting Services, your participation and effort are needed. Resources that may be required from you include a Founder, sales director, head of sales, CEO (or equivalent). Customer and its Users must keep any username and password for access to the Subscription Services confidential and inform Supplier of any unauthorised disclosure.

2.7 Supplier Obligations. We will use commercially reasonable efforts to make the Subscription Service available in accordance with our SLAs. Service credits under the SLA are your sole and exclusive remedy for any failure to meet the service levels.

3.1 Subscription Fees. Customer shall pay the Subscription Fees for the Subscription Service, as specified on the Supplier's pricing page at the point of purchase, or in an Order and prior to activation of the Services. Such Subscription Fees are non-refundable except where an Engagement-Gated Money Back Guarantee applies. Supplier charges and collects in advance for use of the Subscription Services.

Supplier shall provide the Customer with at least 30 (thirty) days' prior written notice of any fee increase, which shall take effect from the next renewal date following expiry of the notice period. For the avoidance of doubt, the Customer's continued use of the Services and Services after the effective date of any fee increase shall constitute acceptance of the revised fees.

3.2 The Subscription Fee will not increase during the Current Term of your subscription unless (i) you exceed your applicable limits and incur overages invoiced at the then-current rates; (ii) you upgrade products or base packages, including upgrades as a result of exceeding limits; (iii) you complete a purchase to subscribe to Add-Ons or additional products; and/or (iv) otherwise agreed to in your Order Form. We may also choose to decrease your fees upon written notice to you.

3.3 Fee Adjustments at Renewal. Upon renewal, we may increase your Subscription Fees up to our then-current list price. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next Renewal Term. If you do not agree to this increase, you can choose to terminate your subscription at the end of your Current Term by giving you notice as per this Agreement.

3.4 Payment of Fees. Your Authorised Payment Method will be charged automatically every 30 (thirty) days on the renewal date, unless you cancel in accordance with the cancellation provisions set out herein. If you are paying by credit card, you authorise us to charge your Authorised Payment Method for all fees payable during the Subscription Term. You further authorise us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

3.4.1 Authorised Payment Method. We may refuse your existing Authorised Payment Method (for example, if we have information indicative of fraud associated with the payment method) and require you to add a new payment method as your Authorised Payment Method.

3.4.2 Billing. In the event of a failed attempt to charge your Authorised Payment Method (for example, if your Authorised Payment Method has expired or is no longer valid), we reserve the right, and you authorise us, to retry billing your Authorised Payment Method. If you update your Authorised Payment Method to remedy a change in validity or expiration date, we will automatically resume billing; we may also receive updates on your Authorised Payment Method through our payment service providers and automatically resume billing.

3.4.3 Collection and Setoff Rights. You authorise us to collect any outstanding fees owed by you under this Agreement, including from: (i) your Authorised Payment Method on file; (ii) any reserves, deposits, or funds held by us or our payment processors on your behalf (e.g., 1Close AI payments reserves); and (iii) any other payment methods or accounts you have provided to us. Additionally, we may set off and deduct any amounts you owe us from any amounts we may owe you, including but not limited to refunds, credits, or other payments. These rights are in addition to any other rights and remedies available.

3.5 Payment Against Invoice. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form. If you are paying by invoice, we will invoice you, at the beginning of the applicable Current Term and each subsequent Billing Period.

3.6 Company and Payment Information. You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your Authorised Payment Method and billing information up to date for the payment of incurred and recurring fees, including your tax information.

Changes may be made on your billing page within your 1Close AI account. You authorise 1Close AI to continue to charge your Authorised Payment Method for applicable fees during your Subscription Term and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.

3.7 Past due amounts owed by the Customer shall bear interest at a rate of 1.5% (one point five percent) per month or the maximum allowed under applicable law. Customer also shall be responsible for all reasonable costs incurred in the collection of past due amounts owed by Customer and all taxes and duties, including but not limited to any local sales taxes, withholding taxes or use taxes, or import or export duties, assessed in connection with the licensing of the Services (except for any taxes based on Supplier's net income). Subscription Fees are exclusive of applicable taxes, VAT or duties.

3.8 In addition to any other rights granted to Supplier herein, Supplier reserves the right to suspend or terminate this Agreement and the Customer's access to the Services if the Customer's account falls into arrears for more than five (5) days. Where a scheduled payment fails or is declined, Supplier will attempt to collect the outstanding amount by charging the Authorised Payment Method. If the payment remains uncollected within 3 (three) days of the original failed payment, Supplier shall be entitled to immediately suspend the Customer's access to the Services and Services until all outstanding amounts have been paid in full. Suspension under this clause shall not relieve the Customer of any obligation to pay the outstanding fees, interest, or any other amounts due under this Agreement.

3.9 Engagement-Gated Money-Back Guarantee. Where an applicable Order states that an Engagement-Gated Money-Back Guarantee applies to a Subscription Term, Customer may cancel within the thirty (30) days from the Commencement Date by written notice to Supplier and obtain a full refund of the first month's Subscription Fee only if Customer has met the applicable usage conditions as set out in the Product-Specific Terms.

3.10 Activation Bonus. Where an applicable Order states that an Activation Bonus applies, Customer may qualify for the stated service reward by meeting the activation threshold as set out in the Product-Specific Terms.

4.1 Where a trial period is offered, the Customer shall have access to the Services for the trial period as stated at the point of signup, at no cost. Unless the Customer cancels before the end of the trial period, the Agreement shall automatically convert to a paid rolling licence as per the terms set out in this Agreement.

4.2 Your Initial Term will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the same duration as your prior term or one (1) year. Except as specifically provided for in this Agreement, you may not cancel your subscription prior to the end of your Current Term, and we will not provide any refunds of prepaid fees or unused Subscription Fees through the end of your Current Term, except for the Engagement-Gated Money Back Guarantee.

4.3 Notice of Non-Renewal. You may choose to cancel your subscription at the end of the Current Term by providing notice as specified in this section. Unless otherwise specified in this Agreement or your Order, if you decide that you do not want your subscription to automatically renew, you must turn off the auto-renewal setting in the Account & Billing section of your 1Close AI account thirty (30) days prior to the end of your Current Term. If you do not turn off the auto-renewal setting in the Account & Billing section of your 1Close AI account, your Subscription will renew automatically.

4.4 Termination For Cause. Supplier may terminate this license and the Agreement immediately upon written notice to Customer if Customer breaches the provisions of Clause 2 or any of Supplier's Intellectual Property Rights. Either party may at its option terminate this license and the Agreement immediately upon written notice in the event that the other party: (a) commits a material breach of any term of this Agreement, which breach remains uncured for a period of 30 (thirty) days after written notice of such breach to the other party; (b) becomes insolvent or asserts that it is insolvent, fails to pay its general obligations as they become due, institutes or has instituted against it any proceeding, arrangement, receivership or assignment for the benefit of creditors, or files or has filed against it any petition under applicable bankruptcy laws, (c) is acquired, either directly or indirectly by any person, company, firm or entity which competes with or is likely to compete with the terminating Party, in that Party's reasonable view, or (d) suffers any analogous event, which justifies, in Supplier's sole discretion, the immediate termination of this Agreement.

4.5 On termination for any reason, Customer shall cease using the Services and all copies of the same shall be immediately returned to Supplier.

4.6 The operation of Clauses 1, 3, 5, 6, 7, 8, 9 and 10 shall survive the termination of this Agreement.

5.1 The Subscription Services contain certain confidential information of substantial value to Supplier. Except as expressly permitted herein, Customer shall not use or disclose said confidential information, or cause it to be disclosed, to any third party.

5.2 No scoring model results nor results of any functional testing or evaluation of the Services shall be disclosed to any third party or used for any purpose other than to facilitate Customer's internal use of the Services.

5.3 The Customer, not Supplier, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Supplier shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

5.4 Without limiting any other provision of this Agreement, the Customer shall not: (a) upload or transmit any Customer Data that the Customer does not have the right to share, or that infringes any third party's intellectual property, privacy, or other rights; (b) record, transcribe, or analyse calls or meetings without first obtaining all required consents from all participants as required by applicable law; (c) use the Services for any purpose that is unlawful or prohibited by this Agreement; or (d) use the Services in a manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services. Notwithstanding anything herein, Supplier does not verify, monitor, or ensure that the Customer has obtained required consents, permissions or employer authorisation required under this Agreement. Compliance is the Customer's sole responsibility.

5.5 Protection of Customer Data. The terms of the DPA are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Subscription Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA, including our Security Measures in Annex 2 of our DPA. https://www.1close.ai/dpa.

5.6 Data Transfers. We and our Affiliates may transfer Personal Data to the United States in connection with the Subscription Service in accordance with our DPA and our Global Privacy Policy. https://www.1close.ai/dpa, https://www.1close.ai/privacy

5.7 In the event this Agreement is terminated (other than by reason of the Customer's breach), Supplier will make available to the Customer a file of the Customer Data within thirty (30) days of termination if the Customer so requests at the time of termination. Supplier reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, the Customer's non-payment. Upon termination for cause, the Customer's right to access or use the Services, Services and Customer Data immediately ceases, and Supplier shall have no obligation to maintain or forward any Customer Data.

5.8 Publicity. Customer hereby agrees that Supplier may, if previously and expressly authorised by the Customer (i) name Customer of the Supplier, (ii) use Customer as a reference and publish Customer's story after work as long as Supplier remains in good standing with Customer, (iii) use Customer's logo to reference as a Customer of the Supplier in accordance with the Supplier's brand guidelines. On termination or expiry of this Agreement, Supplier shall remove Customer's name and logos from Supplier's website, but Supplier may continue to use Customer's name and logos in any materials produced before termination of this Agreement.

5.9 If you give us feedback, suggestions, or ideas about the Service ("Feedback"), you agree we can use it for any purpose without restriction or payment to you. You grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, and incorporate that Feedback into the Subscription Service or our business. You don't have to give us Feedback, but if you do, we can use it freely.

Except as set forth in this Agreement or otherwise expressly agreed to in writing by the parties, nothing in this Agreement will be deemed to grant or assign to either Party any ownership rights, licence rights, or interests of any kind in the other Party's products, services or technology or in the other Party's intellectual property or proprietary rights, including all enhancements, modifications, and derivative works thereof. The Customer retains all right, title, and interest (including all intellectual property rights) in and to all AI Customer Input. Nothing in this Agreement transfers or assigns to the Supplier any ownership rights in AI Customer Input. Notwithstanding anything herein, Supplier will own all right, title and interest in and to the Services, the AI Technology, and the AI Functionality, all AI Customer Output including any AI Customer Output derived from AI Customer Input, as well as all underlying algorithms, models, scoring methodologies, benchmarks, software, and source code and all inventions, improvements, products, services, technology, information and materials or work product of any kind created, developed or prepared during the Term, including all worldwide intellectual property and proprietary rights therein.

7.1 Supplier warrants that prior to delivery of the Services to Customer, Supplier has used commercially reasonable efforts to prevent the Services and any modified or enhanced versions of the Services prepared by, or at the direction of, Supplier, from being infected with, any "worms", "viruses", "Trojan Horses", "protect codes", "data destruct keys" or other programs or programming devices that might be used to access, modify, delete or damage the Services, or other software, computer hardware or data of Customer.

7.2 Customer's sole and exclusive remedy for breach of any of the above warranties shall be, at Supplier's option, the repair or replacement of the Services.

7.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7 AND NOTWITHSTANDING ANY OTHER TERMS IN THIS AGREEMENT, SUPPLIER MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE SERVICE, OR MAINTENANCE TO BE SUPPLIED BY SUPPLIER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SUPPLIER DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, OR THAT ANY DEFECTS THAT MAY EXIST IN ANY SERVICE CAN BE CORRECTED.

7.4 SUPPLIER'S SUBSCRIPTION SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SUPPLIER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. SUPPLIER DOES NOT WARRANT THAT THE PROVISION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

7.5 Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations whether oral or in writing except as expressly contained in this Agreement and hereby waives claim for breach of any such representations which are not so expressly mentioned.

7.6 Third-Party Integrations Warranties

7.6.1 The Services may permit the Customer to connect to third-party platforms and services (each a "Third-Party Integration"), including (without limitation) video conferencing platforms, customer relationship management systems, calendar services, and API's. The Customer's use of any Third-Party Integration is subject to the relevant provider's terms and policies, and Supplier shall not be liable for any loss or claim arising from the Customer's use of any Third-Party Integration.

7.7 The Customer represents and warrants that: (a) the Customer has the authority to connect each Third-Party Integration to the Services, including (where applicable) the consent of the Customer's employer or the organisation that owns or controls the relevant account; (b) where the Services record, transcribe, or analyse calls or meetings via a video conferencing platform (including Zoom, Google Meet, or Microsoft Teams), the Customer has informed all participants prior to recording and has obtained all consents required by applicable law (including any wiretapping, eavesdropping, or data protection legislation) and by the relevant platform's terms of use; (c) where the Services synchronise data with a CRM platform (including GoHighLevel, Salesforce, or HubSpot), the transfer of contact records, deal data, and communication histories has been authorised by the Data Controller and the Customer has provided all required privacy notices to, and obtained all necessary consents from, individuals whose Personal Data is held in the CRM; (d) where the Services access a calendar platform (including Google Calendar or Microsoft Outlook), the Customer has a lawful basis for the processing of attendee names, email addresses, and calendar metadata through the Services, and complies with the relevant provider's terms (including the Google API Services User Data Policy where applicable); and (e) the Customer's use of each Third-Party Integration complies with all applicable laws and the terms of the relevant third-party provider.

7.8 Any breach may result in immediate suspension or termination of the Customer's access to the Services, without refund. The Customer shall indemnify and hold harmless Supplier from and against any claims, damages, fines, losses, or expenses (including reasonable legal fees) arising from the Customer's breach of any warranty in this section or failure to comply with the terms of any third-party provider.

7.9 AI output disclaimer. The services use artificial intelligence to generate output. Output may be inaccurate, incomplete, or unsuitable for a particular situation. Output is not legal, financial, tax, medical, or other professional advice. Customer is solely responsible for reviewing, editing, and approving any output before relying on it or sending it to prospects, customers, employees, or other third parties. Supplier does not warrant that output will achieve any particular commercial outcome (including without limitation closed deals, revenue, conversion rates, or compliance with applicable law).

IN NO EVENT SHALL SUPPLIER BE LIABLE FOR ANY LOSS OF PROFITS, USE, BUSINESS, DATA OR INFORMATION, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF ANTICIPATED SAVINGS OR LOST DATA, EVEN IF SUPPLIER HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY AND ALL CLAIMS BY ANY THIRD PARTIES.

THE AGGREGATE LIABILITY OF SUPPLIER HEREUNDER WHETHER IN CONTRACT OR IN TORT SHALL IN NO EVENT EXCEED FEES PAID BY CUSTOMER OVER THE PRECEDING 12 (TWELVE) MONTHS.

9.1 We will indemnify and hold Customer harmless against any claim, suit or proceeding (including Customer's reasonable costs and legal fees) brought against Customer if it is based on a claim that the Services infringe any Intellectual Property Right, provided however that Customer: (i) gives Supplier prompt written notice of any such claim; (ii) gives Us the opportunity to discuss the main points of the defence ; and (iii) provides Supplier with all information and assistance available to it for defence and settlement of such claim. Supplier will pay any settlement costs and damages awarded after final and enforceable judicial decision but will not be responsible for any settlement or compromise made without its consent.

9.2 Should the Services give rise, or in Supplier's opinion are likely to give rise to any Intellectual Property claim, Supplier shall, at its option and expense, either: (i) procure for Customer the right to continue using such Services, or (ii) replace or modify the Services so that they become non-infringing, or (iii) terminate all or part of this Agreement with respect to such Services and refund to Customer an amount equal to the Fees paid by Customer to Supplier for such Services. The foregoing shall be Customer's sole remedy for infringement of Intellectual Property Rights.

9.3 Each Party's total liability for damages of any kind arising out of this Agreement shall be limited to the aggregate amount of the Fees payable by the Customer hereunder in the 12 (twelve) months immediately preceding any claim. Neither Party shall be liable to the other or to any other person for any indirect, consequential or special damages, of any character, or any loss of profits, loss of business, loss of use, loss or corruption of data or information, depletion of goodwill or similar losses whether in an action in contract, tort, or otherwise, arising out of or in connection with this Agreement, even if the Party causing the damage has been advised of the possibility of such damages. Nothing in this Agreement limits or excludes either Party's liability for: (i) accidents resulting in death or personal injury; (ii) fraud, gross negligence or wilful misconduct; (iii) Breach of any anticorruption provision hereunder.

9.4 Notwithstanding anything herein, Supplier shall have no liability to Customer for any claim by a third party alleging infringement or misappropriation based upon (a) any use of the Services in a manner other than as permitted in this Agreement; or (b) any use of the Services in combination with any product not provided by Supplier, including, without limitation, any third party technology or applications to the extent that such claim is directed against the combination: (c) Customer's modification of the Services; or (d) modifications to the Services made by Supplier at Customer's direction or in accordance with specifications provided by Customer.

9.5 Indemnification by Customer. The Customer agrees to indemnify, defend, and hold harmless Supplier, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the Customer's use of the Services in breach of this Agreement or in violation of any applicable law or regulation; (b) Customer Data submitted by the Customer, including any claim that such data infringes or misappropriates a third party's intellectual property, privacy, or other rights; (c) the Customer's failure to obtain required consents from call or meeting participants for recording, transcription, or analysis through the Services; (d) any claim by the Customer's employer or contracting organisation arising from the Customer's use of the Services without proper authority or authorisation; and (e) any claim, complaint, or regulatory action by a data subject or supervisory authority arising from the Customer's (or the Data Controller's) failure to comply with applicable Data Protection Legislation in connection with Customer Data processed through the Services.

9.6 The foregoing indemnification is conditioned on Supplier notifying the Customer promptly in writing of any such claim, providing the Customer with reasonable cooperation in the defence thereof at the Customer's expense, and not settling any such claim without the Customer's prior written consent (such consent not to be unreasonably withheld or delayed).

10.1 The Subscription Services is subject to laws and regulations that restrict its export. Customer agrees not to export or "re-export" (transfer) the Services unless all applicable government export controls and approvals have been compiled with.

10.2 Supplier and its licensors shall have the right to conduct an audit of (and to copy) Customer's records on reasonable notice and not more than once in each 12 (twelve) month period to verify that Customer is complying with the terms hereof. In the event that an underpayment is revealed as the result of such audit Customer shall immediately upon being so requested by Supplier pay such underpayment together with the costs of any such audit.

10.3 We may update the terms of this Agreement at any time on notice to you in accordance with this Clause 10. Your continued use of the Subscription Services following the deemed receipt and service of the notice under this Clause 10 shall constitute your acceptance to the terms of this Agreement, as varied. If you do not wish to accept the terms of the Agreement (as varied) you must immediately stop using and accessing the Subscription Service on the deemed receipt and service of the notice. If we have to contact you, we will do so by email to the address you provided in accordance with your registration the Subscription Services.

10.4 If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable provision(s) shall be limited or excluded from this Agreement to the minimum extent required and the remaining provisions of this Agreement will remain in full force and effect and enforceable in accordance with its terms, and the unenforceable provision shall be interpreted so as to render it enforceable while approximating the parties' intent as closely as possible. This Agreement should not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation or drafting of this Agreement.

10.5 This Agreement shall be governed by in all respects, including validity, interpretation and effect, and construed under the laws of England and Wales and the parties hereto submit to the exclusive jurisdiction of the courts of England save that Supplier may assert its intellectual property rights in any jurisdiction. The application of the UN Convention on Contracts for International Sale of Goods is expressly excluded. Any dispute shall be referred to the senior representatives of each Party to negotiate in good faith to resolve such dispute. Such representatives shall be given authority to settle the dispute and will, within 30 (thirty) days of a written request from one Party to the other, meet in a good faith effort to resolve the dispute. If the dispute is not resolved at that meeting, the Parties will attempt to settle it by mediation with the Centre for Effective Dispute Resolution ("CEDR") in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator will be nominated by CEDR. To initiate the mediation a Party must give notice in writing ("ADR notice") to the other Party to the dispute requesting mediation. A copy of the request should be sent to CEDR Solve. The mediation will start not later than 30 (thirty) days after the date of the ADR notice. The commencement of mediation will not prevent the Parties commencing or continuing court proceedings.

10.6 Entire Agreement. This Agreement (including the applicable Order), along with our Global Privacy Policy (https://www.1close.ai/privacy) is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, supplier portal, or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written comments made by us regarding future functionality or features of the Subscription Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

10.7 Notices. To Us: Notice will be sent to 66 Paul Street, London, England, EC2A 4NE, and will be deemed delivered as of the date of actual receipt.

To You: your address as provided in our 1Close AI Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.

10.8 This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned, in whole or in part, whether voluntarily or by operation of law (including by way of sale of assets, merger, consolidation, or otherwise), without Supplier's prior written consent. Any purported assignment by operation of law or otherwise is voidable in Supplier's sole discretion. Supplier may assign this Agreement to any successor to its business. Nothing in this Agreement shall create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favor of any person other than the parties to this Agreement. Customer shall not assign, transfer, or sublicense any obligations or benefit under this Agreement without the prior written consent of Supplier (and any such attempt shall be void). Supplier may assign this Agreement in whole or in part.

Questions about these terms? Email help@1close.ai.