Terms of Service

1. Who you are contracting with

CloseRev is operated by Aventura Virtual Solutions Inc., incorporated in Canada ("CloseRev", "we", "us"). By creating an account, clicking to accept, or using the service, you agree to these terms. If you accept on behalf of an organisation, you confirm you are authorised to bind it, and "you" means that organisation.

2. Definitions

• Service — the CloseRev application, website and any related documentation.
• Customer Data — the files, records and other data you upload or generate through the Service, including the personal data of your own customers.
• Output — the match results, attributed revenue figures, reports and exports the Service produces from Customer Data.
• Workspace — an isolated tenant within the Service holding your Customer Data.
• Subscription Term — the monthly or annual period you have paid for.

3. The Service, and what it is not

CloseRev reconciles a list of closed sales against advertising and call records, matching on phone number and email address, and reports how much revenue is attributable to each marketing channel. It is an analysis tool. It does not place advertising, does not supply phone numbers, and does not make decisions for you.

On accuracy. The Output depends entirely on the data you supply. We match in confidence tiers and report them honestly: strong matches are counted automatically, weaker ones are surfaced for your review, and records we cannot tie to a source are shown as unattributed rather than assigned to a channel. We do not warrant that every match is correct or that the Output is complete. The Output is an estimate. You are responsible for reviewing it before relying on it, and you should not treat it as the sole basis for a material financial decision, nor present it to a third party as audited or guaranteed.

4. Licence and restrictions

Subject to these terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your Subscription Term for your internal business purposes.

You must not, and must not permit anyone else to:

• copy, modify, translate or create derivative works of the Service;
• reverse engineer, decompile or disassemble it, except where that restriction is prohibited by law;
• rent, lease, resell, sublicense or provide the Service as a service bureau to third parties, except that an agency on an Enterprise plan may operate client workspaces as intended;
• access the Service to build a competing product, or to benchmark it for publication without our written consent;
• remove or obscure any proprietary notice;
• circumvent usage limits, seat limits or technical restrictions;
• use automated means to access the Service beyond ordinary use of its interfaces.

Our Acceptable Use Policy forms part of these terms.

5. Accounts and seats

• You are responsible for all activity under your account and for keeping credentials secure. Tell us promptly at security@closerev.com if you suspect unauthorised access.
• Seats are per named individual and must not be shared.
• You must provide accurate registration information and keep it current.
• You must be at least 16 and legally capable of entering a contract.

6. Customer Data

You own your Customer Data and your Output. We claim no ownership of either. You grant us a limited, worldwide, royalty-free licence to host, process, transmit and display Customer Data solely to provide, secure and support the Service, and to comply with law. That licence ends when the data is deleted.

We do not sell Customer Data, do not use it for advertising, and do not use it to train machine-learning models. Processing terms are set out in our Data Processing Agreement, which forms part of these terms where we process personal data on your behalf.

You represent and warrant that:

• you have all rights, consents and lawful bases necessary to upload the Customer Data and to have us process it;
• you have given any notices your own customers are owed under applicable privacy law;
• the Customer Data does not include special-category or sensitive personal data, payment card numbers, or government identifiers.

7. Our intellectual property, and your feedback

The Service, including its software, matching logic, interfaces, design and trade marks, is and remains our exclusive property and that of our licensors. These terms grant you a licence to use the Service, not any ownership in it. All rights not expressly granted are reserved.

If you send us suggestions, feature requests or other feedback, you grant us a perpetual, irrevocable, royalty-free right to use it without restriction or obligation to you. We would rather act on good ideas than negotiate over them.

8. Confidentiality

Each party may receive information the other treats as confidential. Each will protect the other's confidential information with at least reasonable care and use it only to perform under these terms. This does not apply to information that is public through no fault of the receiver, was already known, is independently developed, or must be disclosed by law — in which case the receiver will give notice where legally permitted. Your Customer Data is your confidential information.

9. Third-party services

The Service depends on third parties — including cloud infrastructure, payment processing and optional single sign-on — listed on our Subprocessors page. We are not responsible for the acts, omissions or availability of third-party services, and your use of an optional integration may be governed by that provider's own terms.

10. Early-access features

We may offer features labelled beta, preview or early access. These are provided as is, may change or be withdrawn without notice, are excluded from any service commitment, and should not be relied upon for critical work.

11. Fees, trials, renewal and taxes

• A 3-day free trial is available without a credit card. We do not charge you automatically when it ends — you choose whether to subscribe.
• Fees are stated in USD and billed in advance, monthly or annually, through our payment processor.
• Subscriptions renew automatically for successive terms of the same length until cancelled. You may cancel at any time from the billing portal, effective at the end of the current term.
• Plans include a monthly allowance of sales records analysed. If you exceed it you may add a records pack or change plan; we do not silently bill overage.
• Fees are exclusive of taxes. You are responsible for applicable sales tax, VAT, GST/HST and similar amounts, other than taxes on our income.
• We may change prices with at least 30 days' notice. Changes never apply to a term already paid for.
• Except as stated in section 12, fees are non-refundable and payments are non-cancellable for the term already begun.
• If a payment fails, we may suspend the account after reasonable notice.

12. Refunds and cancellation

We offer a 30-day money-back guarantee on your first payment. If CloseRev did not tell you something useful about your marketing spend, ask and we will refund it. After cancellation you keep access until the end of the paid term and may export your data at any point before it ends.

13. Changes to the Service, and availability

We continue to develop the Service and may add, change or remove features. We will not make a change that materially degrades a core function during a term you have paid for without giving you notice and, if you object, a pro-rata refund for the remainder of that term.

We aim to keep the Service available and will give notice of planned maintenance where we reasonably can, but the Service is provided without an uptime commitment unless you have a written service-level agreement with us.

14. Suspension and termination

You may close your account at any time. We may suspend or terminate access if you materially breach these terms or the Acceptable Use Policy, if fees go unpaid, or if we are required to by law. Except where the breach is serious or ongoing, or immediate action is legally required, we will give you notice and a reasonable opportunity to remedy it.

On termination your right to use the Service ends. You may export Customer Data before the effective date, and we delete it in accordance with the DPA. Sections that by their nature should survive — 6, 7, 8, 15, 16, 17, 23 and 24 — survive termination.

15. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care. Except for that warranty, and to the fullest extent permitted by law, the Service and Output are provided "as is" and "as available", and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, error-free, or that the Output will be accurate or complete.

Nothing in these terms excludes liability that cannot lawfully be excluded, and nothing affects mandatory consumer rights you may have where you live.

16. Indemnification

By you. You will defend, indemnify and hold us harmless against third-party claims, and resulting losses, damages and reasonable legal costs, arising from (a) Customer Data, including any claim that its collection, upload or processing infringed a right or breached privacy law; (b) your use of the Service in breach of these terms or the Acceptable Use Policy; or (c) your reliance on, or presentation to others of, the Output.

By us. We will defend you against a third-party claim that the Service, used as permitted, infringes that party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. If such a claim is made, we may modify the Service, obtain a licence, or terminate the affected subscription and refund fees for the unused portion of the term. This does not apply to claims arising from Customer Data, from combining the Service with anything we did not supply, or from use in breach of these terms.

The party seeking indemnity must give prompt notice, allow the other to control the defence, and provide reasonable cooperation. No settlement admitting fault or imposing obligations may be made without the indemnified party's consent, not to be unreasonably withheld.

17. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, nor for lost profits, lost revenue, lost business or lost data, even if advised such damages were possible. This includes losses arising from decisions you make on the basis of the Output.

Each party's total aggregate liability arising out of or relating to these terms is limited to the greater of the amounts you paid us in the 12 months before the event giving rise to the claim, or one hundred US dollars.

These limits do not apply to: your payment obligations; either party's indemnification obligations under section 16; breach of section 8 (confidentiality); or a party's fraud, gross negligence or wilful misconduct.

18. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labour disputes, epidemics, governmental action, internet or utility failure, or the failure of an upstream infrastructure provider.

19. Export control and sanctions

You represent that you are not located in, or ordinarily resident in, a country or territory subject to comprehensive trade sanctions, that you are not on any restricted-party list, and that you will not use the Service in violation of applicable export control or sanctions laws.

20. Publicity

We will not use your name or logo publicly as a customer without your prior written consent. If you give it, you may withdraw it at any time by emailing us.

21. Notices

We give notice by email to the address on your account or by posting in the Service; you give notice to legal@closerev.com. Notice is effective when sent, provided no delivery failure is received.

22. Assignment

You may not assign these terms without our written consent, except to a successor of your business by merger or sale of substantially all assets, on written notice to us. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets. These terms bind permitted successors.

23. Governing law and disputes

These terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing a claim, each party agrees to try in good faith to resolve the dispute by contacting the other and allowing 30 days to respond. Failing that, the courts of Ontario have exclusive jurisdiction, and both parties consent to that venue — without affecting mandatory rights to bring proceedings in your local courts where the law gives you that right.

24. General

• Entire agreement. These terms, with the AUP, DPA and Privacy Policy, are the entire agreement between us and supersede prior discussions. Any conflicting terms on your purchase order have no effect.
• Severability. If a provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in force.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Independent parties. Nothing creates a partnership, agency or employment relationship.
• No third-party beneficiaries.
• Changes. We may update these terms. For material changes we will notify account owners by email at least 30 days in advance; continued use after that constitutes acceptance. If you do not accept, you may cancel and receive a pro-rata refund for the unused term.

25. Contact

Aventura Virtual Solutions Inc., Canada — legal@closerev.com.