1. Agreement and Acceptance
These Terms of Service ("Terms") are entered into by Kloze Partners LLC ("Kloze Partners," "Kloze," "we," "our," or "us") and the customer or user accessing or using Kloze.
If you access or use Kloze on behalf of a company, advisory firm, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. In that case, "Customer" means that entity.
If you do not agree to these Terms, do not access or use Kloze.
2. The Service
Kloze is a business-to-business software service designed to help advisory firms and related organizations process, analyze, and work with financial documents and related information.
Subject to these Terms and any applicable order form, subscription page, or other written agreement, Kloze grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use Kloze during the applicable subscription term for Customer's internal business purposes.
3. Authorized Users and Account Responsibilities
Customer is responsible for its authorized users and for all activity occurring through Customer accounts and credentials.
Customer and its authorized users must:
- maintain the confidentiality of account credentials;
- use Kloze only for lawful, authorized, internal business purposes;
- ensure that access is limited to authorized personnel;
- promptly notify Kloze of suspected unauthorized access, credential compromise, or security incidents related to the service; and
- comply with these Terms and all applicable laws, regulations, and professional obligations.
Customer may not:
- share credentials between users;
- access or use Kloze to build or benchmark a competing product or service;
- reverse engineer, decompile, disassemble, scrape, or attempt to extract source code or underlying models from Kloze except to the extent such restriction is prohibited by applicable law;
- interfere with or disrupt the integrity, security, or performance of Kloze; or
- use Kloze in a way that violates law, infringes rights, or exposes Kloze or others to security, privacy, or compliance risk.
4. Customer Content
As between the parties, Customer retains all right, title, and interest in files, documents, data, and other materials that Customer or its authorized users submit to Kloze ("Customer Content").
Customer grants Kloze the rights necessary to host, copy, process, transmit, analyze, display, and otherwise use Customer Content solely as needed to provide, maintain, support, secure, and improve Kloze in accordance with these Terms and any applicable written agreement.
Customer represents and warrants that it has all rights, permissions, and legal authority necessary to submit Customer Content to Kloze and to authorize Kloze to process that Customer Content as contemplated by these Terms.
5. Customer Responsibilities for Submitted Data
Customer is responsible for:
- the accuracy, legality, and appropriateness of Customer Content;
- obtaining any required notices, consents, permissions, or other authorizations relating to Customer Content;
- ensuring that Customer's use of Kloze complies with applicable privacy, confidentiality, fiduciary, contractual, and regulatory obligations; and
- reviewing outputs generated by Kloze before relying on them for business, client-service, or compliance purposes.
Kloze is a software tool and workflow platform. Customer remains responsible for its own professional judgment, legal and regulatory compliance, and any decisions or advice provided to its clients.
6. AI, Automation, and Service Improvement
Kloze may use automated processing, analytics, and AI-assisted functionality in order to provide the service, improve reliability, detect issues, and support customer workflows.
Customer Data is not used to train models.
Kloze may use service usage data, operational metrics, diagnostics, and other de-identified or aggregated information that does not identify Customer or Customer's end clients to operate, secure, support, and improve Kloze.
7. Intellectual Property
Kloze and its licensors retain all right, title, and interest in and to Kloze, including the software, interface, documentation, workflows, design, know-how, and all related intellectual property rights.
Except for the limited rights expressly granted in these Terms, no rights are granted to Customer by implication, estoppel, or otherwise.
If Customer provides feedback, suggestions, or ideas regarding Kloze, Kloze may use them without restriction or obligation, provided that Customer Content remains subject to the ownership and use provisions in these Terms.
8. Privacy and Security
Kloze will process personal information and Customer Content as described in the Kloze Privacy Policy, which is incorporated into these Terms by reference.
Kloze maintains administrative, technical, and physical safeguards designed to protect information handled through Kloze, including safeguards related to encryption in transit and at rest, access controls, auditability, and secure infrastructure.
Kloze has completed a SOC 2® Type I examination for controls relevant to security. Customer acknowledges that no service can be guaranteed to be completely secure, uninterrupted, or error free.
9. Fees, Billing, and Commercial Terms
Fees, billing terms, subscription term length, renewal terms, usage limits, and any other commercial terms are governed by the applicable order form, subscription page, or other written agreement between Kloze and Customer.
10. Term, Suspension, and Termination
These Terms apply as of the earlier of the date Customer accepts them or first accesses or uses Kloze, and continue for the duration of the applicable subscription term unless terminated earlier in accordance with these Terms or a controlling written agreement.
Kloze may suspend or terminate access to Kloze if Customer or any authorized user:
- materially breaches these Terms;
- creates a security, privacy, legal, or operational risk;
- uses Kloze in an unauthorized or unlawful manner; or
- fails to pay amounts due, where applicable, after any required notice and cure period.
Either party may terminate for material breach by the other party if that breach remains uncured after a reasonable notice-and-cure period.
Upon termination or expiration, Customer's right to access Kloze ends, except to the extent otherwise provided in an applicable written agreement. Kloze may retain or delete Customer Content in accordance with the Privacy Policy, applicable law, and any controlling written agreement.
11. Confidentiality
Each party may receive non-public information from the other party that should reasonably be understood as confidential ("Confidential Information"). Each party agrees to use the other party's Confidential Information only as necessary to perform under these Terms and to protect it using reasonable care.
Confidential Information does not include information that is or becomes public through no breach of these Terms, was already lawfully known, is independently developed without use of the other party's Confidential Information, or is lawfully received from a third party without restriction.
A party may disclose Confidential Information when required by law, legal process, or regulatory obligation, provided that, where legally permitted, it gives reasonable notice so the other party may seek appropriate protection.
12. Disclaimers
Kloze is provided on an "as is" and "as available" basis to the fullest extent permitted by law. Kloze disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.
Without limiting the foregoing, Kloze does not warrant that the service will be uninterrupted, error free, completely secure, or suitable for every use case, workflow, or regulatory requirement.
Kloze does not provide legal, tax, accounting, compliance, investment, fiduciary, or other professional advice. Customer remains solely responsible for reviewing outputs and determining whether and how they should be used.
13. Limitation of Liability
To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, or business interruption, arising out of or related to Kloze or these Terms, even if advised of the possibility of such damages.
To the fullest extent permitted by law, Kloze's aggregate liability arising out of or related to Kloze or these Terms will not exceed the amount paid or payable by Customer to Kloze for the service during the twelve months preceding the event giving rise to the claim.
Nothing in these Terms limits liability to the extent such limitation is prohibited by law.
14. Indemnification
Customer will defend, indemnify, and hold harmless Kloze Partners LLC and its affiliates, officers, directors, employees, and agents from and against third-party claims, losses, liabilities, damages, judgments, and expenses, including reasonable attorneys' fees, arising out of or related to:
- Customer Content;
- Customer's or an authorized user's violation of these Terms;
- Customer's unlawful use of Kloze; or
- Customer's infringement or misappropriation of third-party rights.
15. Governing Law and Venue
These Terms and any dispute arising out of or relating to them are governed by the laws specified in the applicable order form or other written agreement between the parties, without regard to conflict-of-law rules.
If no governing-law provision is stated in a controlling written agreement, these Terms will be governed by the laws of the jurisdiction in which Kloze Partners LLC is organized, without regard to conflict-of-law rules, and the parties consent to the exclusive jurisdiction and venue of the state or federal courts located in that jurisdiction.
16. General Terms
Kloze may update these Terms from time to time. If we make material changes, we may provide notice through Kloze, our website, or another reasonable method. Continued use of Kloze after updated Terms become effective constitutes acceptance of the updated Terms.
Customer may not assign these Terms without Kloze's prior written consent, except in connection with a permitted merger, acquisition, or sale of substantially all assets. Kloze may assign these Terms in connection with a corporate transaction or reorganization.
Kloze will not be liable for delay or failure to perform caused by events beyond its reasonable control.
If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect. These Terms, together with any applicable order form, subscription page, or other written agreement, constitute the entire agreement between the parties regarding Kloze and supersede prior or contemporaneous discussions on that subject.
17. Contact Us
Questions regarding these Terms may be sent to support@klozeit.com.