These Terms of Service ("Terms") form a binding agreement between you and CLOSD LLC, a Florida limited liability company ("CLOSd," "we," "us," or "our"), governing your access to and use of the website at getclosd.com, the application at app.getclosd.com, our mobile applications, and any related services (together, the "Service"). By creating an account, accessing the Service, or clicking "I agree" (or any similar control), you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.
If you are using the Service on behalf of a company, brokerage, team, or other organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to both you individually and that organization.
By creating an account or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms applicable to specific features. We may update these Terms from time to time as described in Section 16. Your continued use of the Service after an update means you accept the updated Terms.
You must be at least 18 years old and able to form a legally binding contract to use the Service. The Service is intended for use by real estate professionals, brokerages, and their teams in the ordinary course of business.
CLOSd is a real estate transaction management platform that helps agents and their teams track tasks, deadlines, and deal progress from contract to closing. Features may include deal tracking, task management, team collaboration, default assignment workflows, automated email and SMS notifications, an activity log, and related tools. We may add, modify, or remove features over time. The Service is intended to support, not replace, the professional judgment of licensed real estate professionals, attorneys, lenders, title companies, and other transaction parties.
To use the Service you must register an account and provide accurate, current, and complete information. You are responsible for keeping your account information up to date and for maintaining the confidentiality of your password and any access credentials. You are responsible for all activity that occurs under your account, including activity by team members or collaborators you invite.
You agree to notify us promptly at [email protected] if you suspect any unauthorized access to or use of your account. We are not liable for losses caused by unauthorized use of your account that occurs before you notify us.
The Service is offered on a subscription basis. Pricing as of the "Last updated" date above is:
Stripe. All payments are processed by Stripe, Inc., our third-party payment processor. By providing payment information, you authorize us and Stripe to charge your payment method for all fees due. You agree to Stripe's terms and privacy policy for the handling of your payment information. We do not store full payment card numbers on our servers.
Auto-renewal. Subscriptions automatically renew on a monthly basis at the then-current rate (subject to any locked-in Founding 100 base rate) until cancelled. By subscribing, you authorize recurring monthly charges to your payment method.
Cancellation. You may cancel your subscription at any time from the Billing section of your account settings, through the Stripe billing portal, or by contacting [email protected]. Cancellation takes effect at the end of the current billing period. You will retain access for the remainder of the period you have already paid for.
Refunds. Except where required by law, all fees are non-refundable. We do not provide refunds or credits for partial months, unused seats, or downgrades.
Seat changes. If you add seats during a billing cycle, charges may be prorated by Stripe. If you remove seats, the seat count update will apply at the next renewal.
Failed payments. If a charge fails, we may suspend access to the Service until payment is resolved. After a reasonable cure period, we may terminate your account.
Taxes. Fees do not include taxes. You are responsible for any sales, use, VAT, or similar taxes imposed on your purchase, except for taxes based on our net income.
Price changes. We may change pricing for new subscription terms with at least 30 days' notice by email or in-product notification. Price changes will not apply to the current paid term.
You agree not to use the Service to:
Your content. You retain all right, title, and interest in and to the data, deal information, client information, documents, notes, communications, and other content you and your team submit to the Service ("User Content"). You are solely responsible for User Content and for ensuring you have the rights and consents necessary to upload and use it on the Service.
License to us. You grant CLOSd a limited, non-exclusive, royalty-free, worldwide license to host, store, copy, transmit, display, and process User Content solely as needed to provide, secure, support, and improve the Service for you and your authorized users, and to comply with legal obligations. We do not sell User Content and we do not use it to train third-party models.
Aggregated data. We may use de-identified, aggregated data derived from use of the Service for analytics, benchmarking, and improving the Service, provided that such data does not identify you or any individual.
Backups and export. We maintain commercially reasonable backups but you are responsible for retaining your own copies of important records, including transaction documents required for compliance with real estate, brokerage, or tax record-retention rules. You may request an export of your User Content at any time during the term by contacting [email protected].
The Service, including all software, designs, templates, default task lists, workflows, databases, text, graphics, logos, icons, and the "CLOSd" name and marks, is owned by CLOSD LLC or its licensors and is protected by U.S. and international intellectual property laws. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of your subscription. No other rights are granted by implication, estoppel, or otherwise.
Feedback. If you submit feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use them without restriction.
"Confidential Information" means any non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential. Our Confidential Information includes, without limitation, the non-public features, pricing, performance, and architecture of the Service. Your Confidential Information includes, without limitation, your User Content.
Each party agrees to (i) use the other party's Confidential Information only as necessary to perform under these Terms, (ii) protect it with at least the same care it uses for its own confidential information of like importance (and no less than reasonable care), and (iii) not disclose it to any third party except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective. Confidential Information does not include information that is or becomes public through no breach of these Terms, was already known free of restriction, is independently developed, or is rightfully received from a third party without restriction. Either party may disclose Confidential Information to the extent required by law, provided it gives prompt notice where lawful.
You may terminate your subscription at any time as described in Section 4. We may suspend or terminate your access to the Service, in whole or in part, immediately and without notice if (i) you breach these Terms, (ii) we reasonably believe your use of the Service poses a security or legal risk to us or to other users, (iii) your account has unpaid fees, or (iv) we are required to do so by law.
Upon termination: your license to use the Service ends; you must stop using the Service; we may delete your User Content after a reasonable retention period (typically 30 days), unless we are required to retain it longer by law. Sections that by their nature should survive termination (including Sections 4 (for any unpaid amounts), 6, 7, 8, 11, 12, 13, 14, 15, and 17) will survive.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOSD AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
CLOSd does not warrant that the Service will be uninterrupted, error-free, secure, or free of harmful components, or that any errors will be corrected. CLOSd is a software tool; it is not a real estate brokerage, law firm, title company, escrow agent, or financial advisor, and the Service does not provide legal, tax, accounting, or real estate advice. You are responsible for the accuracy of the data you enter, for verifying deadlines and other transaction details against the underlying contracts, and for compliance with all laws and professional rules applicable to your real estate practice.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOSD AND ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO CLOSD FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
You agree to defend, indemnify, and hold harmless CLOSD LLC and its officers, directors, employees, members, and agents from and against any third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (i) your User Content, (ii) your use of the Service, (iii) your violation of these Terms, (iv) your violation of any law, regulation, or third-party right, or (v) any dispute between you and any client, counterparty, team member, brokerage, or other transaction party. We will give you prompt notice of the claim, reasonable cooperation, and sole control over the defense and settlement (provided no settlement requiring an admission or payment by us is made without our consent).
These Terms and any dispute arising out of or related to them or the Service are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Informal resolution. Before filing any formal claim, you agree to first contact us at [email protected] with a written description of the dispute and the relief you seek, and to negotiate in good faith for at least 30 days to resolve it.
Binding arbitration. If the dispute is not resolved informally, you and CLOSd agree that any controversy or claim arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules. The arbitration will be held in Duval County, Florida, or by remote means, and the arbitrator's award may be entered as a judgment in any court of competent jurisdiction.
Class action waiver. You and CLOSd agree that each may bring claims against the other only on an individual basis and not as part of any class, consolidated, or representative action. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class proceeding.
Carve-outs. Either party may (i) bring an individual claim in small-claims court, and (ii) seek injunctive or equitable relief in the state or federal courts located in Duval County, Florida for actual or threatened infringement, misappropriation, or violation of intellectual property or confidentiality rights, without first proceeding to arbitration.
Court venue. If for any reason a claim proceeds in court rather than arbitration, both parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Duval County, Florida.
Opt-out. You may opt out of the arbitration and class-action waiver provisions by sending written notice to [email protected] within 30 days after first accepting these Terms. The notice must include your full name, the email associated with your account, and a clear statement that you wish to opt out. Opting out will not affect any other provision of these Terms.
We may update these Terms from time to time. When we do, we will revise the "Last updated" date at the top of this page and, for material changes, give reasonable notice by email or in-product notification before they take effect. Your continued use of the Service after changes take effect means you accept the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and may cancel your subscription as described in Section 4.
Entire agreement. These Terms, together with our Privacy Policy and any order form or written agreement between you and CLOSd, constitute the entire agreement between you and CLOSd regarding the Service and supersede all prior agreements on the subject.
No waiver. Our failure to enforce any right or provision of these Terms is not a waiver of that right.
Severability. If any provision of these Terms is found unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.
Assignment. You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.
Force majeure. Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, or failures of internet, telecommunications, or hosting infrastructure.
Notices. We may give you notices by email to the address on file or by posting in the Service. You must give us legal notices by email to [email protected] with a copy by U.S. mail to the address below.
CLOSD LLC
12499 Acosta Oaks Drive, Jacksonville, FL 32258
Phone: +1 (904) 719-7948
Email: [email protected]
Website: getclosd.com