Terms of Service
Effective Date: May 29, 2026
1. Acceptance of Terms
By accessing or using Closelix services, you agree to be bound by these terms and conditions. If you do not agree to these terms, do not use our services. These terms apply to all users of our website and services.
2. Description of Services
Closelix provides outbound sales solutions, including but not limited to:
- Cold email infrastructure and deliverability services
- Fully-managed outbound programs across multiple channels
- Fully-managed cold calling services
- List building and data services
- Related consulting and support services
Specific services are governed by individual service agreements entered into between you and Closelix.
3. Eligibility
You must be at least 18 years of age to use our services. By using our services, you represent and warrant that you meet this requirement and have the legal capacity to enter into binding agreements.
4. Account Registration
4.1 Account Creation
Some services require you to create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate and complete.
4.2 Account Security
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.
4.3 Account Termination
We reserve the right to suspend or terminate your account if you violate these terms or engage in activities that harm Closelix or other users.
5. Payment Terms
5.1 Pricing
Pricing for our services is provided in your service agreement or order form. Prices are subject to change with 30 days prior written notice.
5.2 Payment Methods
Unless otherwise specified, payment is due within 30 days of invoice date. We accept major credit cards, bank transfers, and other payment methods as specified.
5.3 Late Payments
Payments not received by the due date may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. You are responsible for all collection costs, including reasonable attorney fees.
5.4 Billing Disputes
You must notify us of billing disputes within 15 days of invoice date. Failure to notify within this period constitutes acceptance of the invoice.
6. Service Commitments
6.1 Service Levels
Specific service levels and commitments are defined in your service agreement. In the absence of a separate service agreement, we commit to providing services in a professional and workmanlike manner.
6.2 Service Modifications
We reserve the right to modify our services, features, or pricing. We will provide reasonable notice of material changes via email or prominent notice on our website.
6.3 Scheduled Maintenance
We may perform scheduled maintenance, in which case we will provide advance notice when possible. We are not liable for downtime during scheduled or emergency maintenance.
7. Acceptable Use
You agree not to use our services to:
- Violate any applicable laws or regulations
- Infringe on the intellectual property rights of others
- Send unsolicited communications or spam
- Distribute malware or other harmful code
- Harass, defame, or discriminate against others
- Attempt to gain unauthorized access to our systems or other user accounts
- Engage in any activity that interferes with or disrupts our services
8. Intellectual Property
8.1 Our Intellectual Property
All content, materials, and technology provided through our services are owned by Closelix or our licensors. You receive a limited, non-exclusive, non-transferable license to use these materials for their intended purpose during the term of your service agreement.
8.2 Your Content
You retain ownership of content you provide for use with our services. You grant us a limited license to use, store, and process your content to provide and improve our services.
8.3 Feedback
If you provide suggestions, ideas, or feedback about our services, we may use them without obligation to you.
9. Confidentiality
Both parties agree to maintain the confidentiality of proprietary information disclosed during the course of business. This obligation survives termination of the service agreement. Confidential information does not include information that is publicly available, independently developed, or rightfully obtained from third parties.
10. Data Processing
10.1 Data Processing Agreement
If our services involve processing of personal data, we will enter into a Data Processing Agreement (DPA) that governs such processing in accordance with applicable data protection laws.
10.2 Your Responsibilities
You are responsible for ensuring you have the necessary legal basis and rights to share data with us for processing. You agree to indemnify us against claims arising from your failure to secure proper consents or authorizations.
11. Warranties and Disclaimers
11.1 Our Warranties
We warrant that our services will be provided in a professional manner consistent with industry standards. We make no other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.
11.2 Disclaimer
Our services are provided "as is" and "as available" without warranties of any kind. We do not guarantee specific results, outcomes, or return on investment from our services. Past performance metrics or case studies do not guarantee future results.
12. Limitation of Liability
To the maximum extent permitted by law, Closelix is not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, data, or business opportunities, arising from your use of our services.
Our total liability for any claim arising from our services shall not exceed the amount paid by you to Closelix in the 12 months preceding the claim.
13. Indemnification
You agree to indemnify, defend, and hold harmless Closelix, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from your violation of these terms, your use of our services, or your violation of third-party rights.
14. Term and Termination
14.1 Term
These terms remain in effect while you use our services. Service-specific terms are defined in your service agreement.
14.2 Termination for Convenience
Either party may terminate a service agreement according to its terms. Unless otherwise specified, month-to-month agreements require 30 days written notice.
14.3 Termination for Cause
Either party may terminate immediately if the other party materially breaches these terms and fails to cure within 30 days of written notice.
15. Governing Law
These terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. Any disputes arising from these terms shall be resolved in the courts of Delaware, and you consent to personal jurisdiction there.
16. Dispute Resolution
Before initiating formal dispute resolution, you agree to contact us and attempt to resolve disputes informally. For claims under $10,000, binding arbitration through the American Arbitration Association applies. You agree to waive class action rights.
17. Force Majeure
Neither party is liable for delays or failures in performance due to circumstances beyond reasonable control, including natural disasters, war, terrorism, pandemics, or infrastructure failures. Affected parties must provide prompt notice and use reasonable efforts to resume performance.
18. Modification of Terms
We may modify these terms from time to time. We will notify you of material changes via email or website notice. Your continued use of our services after such modifications constitutes acceptance of the updated terms.
19. Severability
If any provision of these terms is found unenforceable, the remaining provisions remain in full force and effect.
20. Entire Agreement
These terms, along with your service agreement and any referenced policies, constitute the entire agreement between you and Closelix regarding your use of our services.
21. Contact Information
For questions about these terms, contact us at:
Closelix
Email: hello@closelix.com