CloseSimple Terms of Use

This Terms of Use (“Agreement”) is an agreement by and between any user (or third-party user, in either case, the “User”) of the Services, as defined herein, and CloseSimple (“Provider”).  By entering into this Agreement or otherwise using or utilizing the Services, as described herein, User agree to have received notice of, consent to and agree to all of CloseSimple’s Terms of Service and Privacy Policy, and to comply with and be bound by the terms, conditions and provisions in this Agreement and CloseSimple’s Terms of Service and Privacy Policy, which are incorporated as if fully stated herein.  It is the User’s responsibility to read, understand and comply with CloseSimple’s Terms of Service and Privacy Policy.  Provider and User are referred to herein as the “parties”, each individually, a “party.”

1. Services.  The term “Services” as used in this Agreement means a web-based email and text messaging platform with a mobile application.
2. Maintenance. Provider will provide the maintenance for the software procured and implemented by Provider with which it provides the Services (“Software”) (i) during the Initial Term and (ii) during each Renewal Term (“Maintenance”).
3. Updates. As used herein, the term “Updates” means new versions or other updates to the Software in the normal course of business that Provider releases commercially during the term(s) of this Agreement. Updates do not include “upgrades” which would include, among other similar items, new features to the Software for which Provider would incur an additional fee to if it wished to have or otherwise incorporate such “upgrades.” So long as User is receiving Maintenance, Provider will provide User with copies of all Updates without additional charge, promptly after commercial release. Upon delivery to User, Updates will become part of the Software and will be subject to the provisions of Section 1 above and the other provisions of this Agreement. The Software and/or Updates do not include do not include “upgrades” as described above.

License Fees. User will pay Provider: Monthly license fee based upon the number of branches pursuant to the “Price Schedule” attached hereto as Exhibit C at the end of the 90 days.

1. Payment of License Fees.  The monthly license fee shall be due and payable upon the first (1st) or fifteenth (15th) day of every month, without notice or invoice.  The first or fifteenth will be determined by the User sign-up date.
2. Renewal Fees. Effective on the first day of each Renewal Term, as defined in Section 4 of this
3. Agreement, the License Fees shall adjust to the greater of (i) the License Fees indicated below or (ii) the regular, customary License Fees Provider is charging to its clients as of the first day of the applicable Renewal Term.
4. Price Schedule. 

*This Price Schedule assumes approximately 50 orders being closed per branch and may be subject to modification based on usage during the 90-day pilot.

** This Price Schedule may be subject to modification to the Price Schedule in effect on each Renewal Term hereof.

3. Third-Party Processors.

Provider partners with HighLevel to provide the services described herein. By entering into this Agreement User consents and agrees to the terms of service and privacy policy of HighLevel, which are incorporated herein by reference. You are encouraged to review the HighLevel terms of service and privacy policy, which can be found at https://www.gohighlevel.com/privacy-policy. User expressly authorizes Provider to share with HighLevel any and all information User provides Provider to provide the services described herein. User is responsible for complying with the HighLevel privacy policy, and it is User’s responsibility to read and understand the HighLevel terms of service and privacy policy. Provider shall not be liable for any act or omission of HighLevel, including but not limited to service failure, limitations, interruptions, loss of data or privacy breaches.

Provider partners with Twilio to provide the services described herein. By entering into this Agreement User consents and agrees to the terms of service and privacy policy of Twilio, which are incorporated herein by reference. You are encouraged to review the Twilio terms of service and privacy policy, which can be found at https://www.twilio.com/legal/privacy. User expressly authorizes Provider to share with Twilio any and all information User provides Provider to provide the services described herein. User is responsible for complying with the Twilio privacy policy, and it is User’s responsibility to read and understand the Twilio terms of service and privacy policy. Provider shall not be liable for any act or omission of Twilio, including but not limited to service failure, limitations, interruptions, loss of data or privacy breaches.

1. Term. 
   1. Initial Term. This Agreement will remain in effect for twelve (12) months from the date of form submission pursuant (the “Initial Term”); and thereafter 
   2. This Agreement will automatically renew for successive twelve (12) month period(s) (each a “Renewal Term”), unless either party provides the other party with written notice of non-renewal thirty (30) or more days in advance of the expiration of the then current term.
2. Termination. Either party may terminate this Agreement by written notice, effective thirty (30) days following the date such notice is received by the non-terminating party.
3. Effects of Termination. Upon termination of this Agreement, all rights and obligations granted herein and any other provision of this Agreement will terminate and User access will be shut off by Provider.
4. Survival. The following Sections shall survive termination and/or expiration of this Agreement: (i) any obligation of User to pay for services rendered before termination and/or expiration; (ii) Sections of this Agreement; and (iii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.

5. Confidentiality.

Subject to the terms and conditions contained in the Terms of Use and Privacy Policy, which shall be superior to and take precedence over the following:

1. Confidential Information. In connection with this Agreement, the parties may provide each other with Confidential Information. As used herein, "Confidential Information" means any information of a confidential or proprietary nature disclosed by a party to this Agreement to the other party in written or oral form, including but not limited to each party's know-how, invention disclosures, proprietary materials and/or technologies, economic information, business or research strategies, implementation of the Software, trade secrets and material embodiments thereof.
2. Confidentiality and Non-Use. The parties shall maintain such Confidential Information as confidential, and shall not disclose such Confidential Information to anyone other than those of its employees, agents, consultants, attorneys, and accountants who have a reasonable need to know such Confidential Information and who are bound by obligations of confidentiality and non-use no less restrictive than those set forth herein. The parties shall use such other party’s Confidential Information solely to exercise their rights and perform their obligations under this Agreement, unless otherwise mutually agreed in writing. The parties shall take the same degree of care that they use to protect their own confidential and proprietary information of a similar nature and importance (but in any event no less than reasonable care). For example, pursuant to the terms of this Agreement, Provider may not disclose User’s implementation of the Software by way of demonstration to a third-party without the User’s written consent. 
3. Exclusions. Confidential Information shall not include information that: (a) is in the party’s possession prior to receipt of such information from the other party as demonstrated by contemporaneous documentation; (b) is or becomes, through no fault of the non-disclosing party, publicly known; (c) is furnished to either party by a third party without breach of a duty to the disclosing party; (d) is independently developed by the other party without use of, application of or reference to the disclosing party’s Confidential Information as demonstrated by contemporaneous documentation. 
4. Legal Disclosures. It shall not be a violation of this Section 9 to disclose Confidential Information required to be disclosed under applicable law, but such disclosure shall be only for the sole purpose of and solely to the extent required by such law, and provided that the non-disclosing party, to the extent possible, shall give the disclosing party prior written notice of the proposed disclosure and cooperate fully with the disclosing party to minimize the scope of any such required legal disclosure, to the extent possible and in accordance with applicable law.
5. Survival. All obligations of confidentiality and non-use imposed under this Section 5 shall survive the termination of this Agreement.

1. Notices. Any notice required under this Agreement shall be provided (a) by User to Provider via email delivery at support@closesimple.com or U.S. Mail, personal delivery or courier to 215 Kentucky Ave S, Minneaplis, MN 55426, and (b) by Provider to User at the email address provided by User when purchasing the Services.
2. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than (i) by an Authorized Representative and (ii) in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
3. Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement. 
4. Assignment & Successors. User may not assign this Agreement or any of its rights or obligations hereunder without the Provider’s express written consent. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
5. Choice of Law & Jurisdiction. Unless prohibited by applicable law, this Agreement will be governed solely by the internal laws of the State of Minnesota, without reference to such state’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Minneapolis, Minnesota.
6. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
7. Amendment. This Agreement may be modified by Provider at its sole discretion.