Terms of Service

TERMS AND CONDITIONS

SAAS SERVICES AND SUPPORT
Subject to the terms of this Agreement, Closera Inc. ("Company") will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Closera Inc. account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice. These terms and conditions are subject to change without notice.

RESTRICTIONS AND RESPONSIBILITIES
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Closera Inc. or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Closera Inc. hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any U.S. laws or regulations. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement.

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Closera Inc.’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Closera Inc. against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Closera Inc. has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

CONFIDENTIALITY; PROPRIETARY RIGHTS
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Closera Inc. includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.

Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Closera Inc. shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, Closera Inc. shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Closera Inc. will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Closera Inc. offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

PAYMENT OF FEES. TERM AND TERMINATION
Customer will pay Closera Inc. the then applicable fees described in the Order Form or invoice for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees, Customer shall be billed for such usage and agrees to pay the additional fees. Closera Inc. reserves the right to change the Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days’ prior notice. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Closera Inc.’s net income. Subject to earlier termination, this Agreement is for the Initial Service Term as specified in the Order Form and shall automatically renew for additional 30 day periods unless either party requests termination at least seven (7) days prior to the end of the then-current term. By entering into this Agreement, you authorize Closera Inc to charge your designated payment method for each renewal term unless and until you cancel in accordance with this section. Either party may terminate this Agreement upon seven (7) days’ notice (or immediately in the case of nonpayment) if the other party materially breaches any terms. Customer will pay in full for the Services up to the date of termination. Upon termination, Closera Inc. will make all Customer Data available for electronic retrieval for a period of thirty (30) days, after which it may delete such data. All sections of this Agreement which by their nature should survive termination shall survive.

MONEY BACK GUARANTEE
If customer requests termination within thirty (30) days of being onboarded to the platform, the customer will be fully refunded.

WARRANTY AND DISCLAIMER
Closera Inc. shall use reasonable efforts consistent with industry standards to maintain the Services and perform the Implementation Services in a professional manner. Services may be temporarily unavailable for scheduled or emergency maintenance. Closera Inc. does not warrant that the Services will be uninterrupted or error-free. THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND CLOSERA INC. DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

INDEMNITY
Closera Inc. shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any U.S. patent, copyright or trade secret, provided Customer promptly notifies Closera Inc. and gives reasonable assistance. The foregoing does not apply to components not supplied by Closera Inc., made to Customer specifications, modified by Customer, combined with other products, or used improperly. If the Services are found to infringe, Closera Inc. may (a) modify the Service, (b) obtain a license, or (c) terminate the Agreement and refund unused prepaid fees.

LIMITATION OF LIABILITY
EXCEPT FOR BODILY INJURY, CLOSERA INC. AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER ANY THEORY FOR (A) LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES; (B) INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (C) AMOUNTS EXCEEDING THE FEES PAID BY CUSTOMER TO CLOSERA INC. IN THE 12 MONTHS PRIOR TO THE EVENT.

MISCELLANEOUS
If any provision is unenforceable, it shall be limited to the extent necessary. This Agreement is not assignable by Customer without prior written consent. Closera Inc. may assign without restriction. This Agreement is the complete understanding between the parties and supersedes prior agreements. No agency or employment is created by this Agreement. The prevailing party in any legal action may recover attorneys’ fees. Notices must be in writing and sent via certified mail, overnight courier, or confirmed email. This Agreement shall be governed by the laws of the State of California.

Customer grants Closera Inc. the right to use Customer’s name, logo, and marks on its website and in customer lists, marketing materials, and sales presentations, provided such use is in accordance with Customer’s brand guidelines and does not imply endorsement.

Last Revised: August 8 2025