Terms of Use
These Terms of Service govern your access to and use of Closera’s AI shopping assistant, software, integrations, analytics, and related services collectively, the “Services.” By using the Services, creating an account, installing an integration, signing an order form, or otherwise accessing Closera, you agree to these Terms.
If you are using the Services on behalf of a company, you represent that you have authority to bind that company, and “Customer,” “you,” or “your” refers to that company.
Services
Closera provides AI-powered shopping assistance and related tools designed to help ecommerce businesses improve product discovery, customer engagement, and shopping experiences.
We may update, modify, improve, suspend, discontinue, or change any part of the Services at any time, including features, functionality, models, user interfaces, integrations, pricing, or availability.
Changes to These Terms
We may update or modify these Terms at any time. Updated Terms become effective when posted or otherwise made available to you. Your continued use of the Services after the updated Terms become effective means you accept the updated Terms.
Customer Data
“Customer Data” means data, content, product information, store information, transaction information, customer interaction data, analytics, messages, metadata, and other information submitted to, collected by, generated through, or made available to Closera in connection with the Services.
You grant Closera a non-exclusive, worldwide, royalty-free license to access, process, store, transmit, analyze, use, reproduce, modify, and display Customer Data as necessary to provide, maintain, secure, support, improve, and develop the Services.
Closera may use Customer Data, including interaction data, product catalog data, behavioral data, analytics, and performance data, to provide the Services, personalize shopping experiences, improve AI responses and recommendations, monitor and optimize performance, develop new features, train, evaluate, and improve models and systems, measure revenue and conversion impact, and create analytics, benchmarks, reports, and insights.
Closera may use aggregated, anonymized, or de-identified data for any lawful business purpose, including analytics, benchmarking, product development, marketing, and industry reporting. Closera will not sell your Customer Data to third parties.
You are responsible for ensuring you have all rights, consents, notices, and permissions necessary for Closera to access and use Customer Data as described in these Terms.
Privacy and Compliance
To the extent Customer Data includes personal information, Closera will handle such information in accordance with its Privacy Policy and any applicable data processing terms agreed between the parties.
You are responsible for providing any legally required notices to your customers and end users, including disclosures that an AI assistant may collect and process information to provide personalized shopping assistance.
You are responsible for ensuring your use of the Services complies with applicable privacy, consumer protection, ecommerce, advertising, and data protection laws.
AI Outputs
The Services may generate AI-powered responses, product recommendations, explanations, or other outputs. AI outputs may be inaccurate, incomplete, or inappropriate in some circumstances.
You are responsible for reviewing and configuring the Services for your business, including product information, compliance requirements, restricted claims, brand guidelines, and customer-facing content. Closera does not guarantee that AI outputs will be error-free, legally compliant, or suitable for every customer interaction.
Customer Responsibilities
You agree not to use the Services to violate laws, infringe third-party rights, upload malicious code, interfere with the Services, reverse engineer the Services, copy or extract Closera’s models or systems, develop a competing product, misrepresent products or policies, or submit sensitive personal information unless expressly authorized by Closera.
You are responsible for your store, products, product claims, pricing, promotions, fulfillment, returns, customer service, and legal compliance.
Fees and Three-Month Money-Back Guarantee
Fees, billing terms, and payment obligations will be set forth in the applicable order form, checkout page, subscription plan, or written agreement.
Closera offers eligible new Customers a three-month money-back guarantee. If you are not satisfied with the Services during your first three months, you may request a refund of fees actually paid to Closera for that initial three-month period.
To qualify, you must submit your refund request in writing within three months of your initial paid start date, have used the Services in good faith, completed reasonable onboarding steps requested by Closera, and not be in breach of these Terms or any applicable order form.
The money-back guarantee applies only to your first paid subscription or pilot period and does not apply to renewals, usage-based fees, third-party fees, implementation fees, custom development fees, or taxes unless otherwise agreed in writing.
Marketing Rights, Logos, and Case Studies
You grant Closera the right to use your company name, trademarks, logos, website screenshots, publicly available brand assets, and general description of your use of the Services in Closera’s marketing, sales, investor, and promotional materials, including on Closera’s website, pitch decks, case studies, customer lists, social media, and presentations.
Closera may describe you as a customer, partner, pilot customer, design partner, or user of the Services.
Closera may create and publish case studies, testimonials, performance summaries, ROI analyses, benchmark reports, and similar materials based on your use of the Services, including metrics such as engagement, conversion, revenue impact, average order value, customer interactions, and other performance data.
Where reasonably practicable, Closera will use commercially reasonable efforts to give you an opportunity to review public-facing case studies that specifically identify you by name before publication. Closera may use aggregated, anonymized, or de-identified data without your approval.
Feedback
If you provide suggestions, ideas, requests, comments, or feedback about the Services, you grant Closera a perpetual, irrevocable, worldwide, royalty-free license to use, modify, commercialize, and incorporate that feedback into its products or services without restriction or compensation.
Ownership
Closera owns all rights, title, and interest in and to the Services, including software, models, systems, algorithms, workflows, designs, interfaces, documentation, analytics, know-how, and improvements.
You retain ownership of your Customer Data and your pre-existing intellectual property. No rights are granted except as expressly stated in these Terms.
Confidentiality
Each party may receive confidential or proprietary information from the other party. The receiving party agrees to use reasonable care to protect confidential information and to use it only for purposes related to the Services.
Closera may disclose confidential information to employees, contractors, advisors, service providers, investors, acquirers, or financing sources who need to know it and are subject to confidentiality obligations.
Security
Closera uses commercially reasonable measures designed to protect the Services and Customer Data. However, no system is completely secure, and Closera does not guarantee that unauthorized third parties will never be able to access Customer Data.
Beta Features
Closera may offer beta, experimental, preview, or pilot features. These features may be incomplete, unstable, changed, discontinued, or removed at any time and are provided “as is.”
Disclaimers
The Services are provided “as is” and “as available.” To the fullest extent permitted by law, Closera disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, and uninterrupted operation.
Closera does not guarantee any specific business outcome, revenue lift, conversion improvement, customer behavior, or financial result.
Limitation of Liability
To the fullest extent permitted by law, Closera will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, business interruption, reputational harm, or loss of goodwill.
Closera’s total liability arising out of or related to the Services will not exceed the amounts paid by you to Closera in the three months before the event giving rise to the claim.
Indemnification
You agree to indemnify and hold harmless Closera and its officers, directors, employees, contractors, investors, and agents from any claims, damages, liabilities, losses, costs, and expenses arising out of or related to your use of the Services, your store, your products, Customer Data, your violation of these Terms, your violation of applicable laws, or any allegation that your materials infringe third-party rights.
Suspension and Termination
Closera may suspend or terminate your access to the Services at any time if we believe you have violated these Terms, created risk for Closera or others, failed to pay fees, or used the Services in a way that may harm the Services, customers, third parties, or Closera’s business.
You may stop using the Services at any time. Termination does not relieve you of payment obligations incurred before termination.
Governing Law
These Terms are governed by the laws of the State of [Delaware/New York], without regard to conflict of law principles. The parties agree to resolve disputes exclusively in the state or federal courts located in [County, State], unless otherwise agreed in writing.
Contact
Questions about these Terms may be sent to: support@closera.com