Clozara Terms of Service

1.1 "Account" means the account you create to access the Service.

1.2 "Agent", "you", or "your" means the individual or entity that accesses or uses the Service. If you use the Service on behalf of an organization, "you" also means that organization.

1.3 "Contact Data" means information about third parties that you upload, enter, import, or otherwise make available through the Service, including names, telephone numbers, email addresses, contact type, notes, life events, timelines, price ranges, equity indicators, and last contact dates.

1.4 "Your Data" means Contact Data together with all other content, data, and information you provide to or generate through the Service.

1.5 "Outputs" means the briefings, priority rankings, opportunity scores, reactivation reports, reasons, recommended actions, suggested outreach language, estimates, and other materials the Service generates.

1.6 "Subscription" means a paid plan that provides access to the Service on a recurring basis.

You must be at least 18 years of age and capable of forming a binding contract to use the Service. You represent that you are not barred from using the Service under the laws of the United States or any other applicable jurisdiction. If you accept these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization, and references to "you" include that organization.

3.1 Registration. To use most features you must register for an Account and provide accurate, current, and complete information. You agree to keep that information updated.

3.2 Credentials. You are responsible for safeguarding your credentials and for all activity that occurs under your Account, whether or not authorized by you. You agree to notify us immediately at jason@cosbyaisolutions.com of any unauthorized use or suspected compromise.

3.3 One account. You may not share your Account or transfer it to any other person without our prior written consent.

4.1 Description. Clozara is a software tool that analyzes the contacts and information you provide and generates a daily priority briefing, a database reactivation report, opportunity scores, and related suggestions to help you decide who to contact and how. The Service supports delivery of briefings by email and, where you enable it, by SMS.

4.2 Tool, not agent. The Service provides information and suggestions. It does not contact any person on your behalf, does not make decisions for you, and does not replace your professional judgment. You decide whether and how to act on any Output.

4.3 Changes to the Service. We may add, modify, suspend, or discontinue features of the Service at any time. We will use commercially reasonable efforts to provide notice of material adverse changes to paid features.

4.4 Beta and early access. We may offer features, including founding member access, on a beta or early access basis. Beta features are provided as is, may be changed or withdrawn, and may not function as intended. Your use of beta features is at your own risk.

Founding membership, where offered, is a one time payment that reserves early access and a founding pricing position. Founding membership does not guarantee any specific feature, availability date, or price beyond what is expressly stated at the time of purchase, and founding benefits may be modified for operational or legal reasons. Except as required by law, founding payments are non refundable.

6.1 Plans and prices. The Service is offered in tiers. Current tiers, features, and prices are presented at signup and within the Service and may change over time. Changes to recurring fees for an existing Subscription will not take effect until the next billing period after we provide notice.

6.2 Authorization. When you purchase a Subscription, you authorize us and our third party payment processor to charge your designated payment method for all applicable fees and taxes.

6.3 Automatic renewal. SUBSCRIPTIONS RENEW AUTOMATICALLY. Unless you cancel before the end of the current billing period, your Subscription will automatically renew for a successive period of the same length, and we will charge your payment method the then current fee for that plan. This continues until you cancel.

6.4 How to cancel. You may cancel at any time through your Account billing settings or by contacting jason@cosbyaisolutions.com. Cancellation takes effect at the end of the current billing period. You will retain access to paid features until that date.

6.5 Upgrades. If you upgrade your plan, the change takes effect immediately and you will be charged a prorated amount for the remainder of the current billing period, reflecting the difference between your prior and new plan.

6.6 Downgrades. If you downgrade your plan, the change takes effect at the end of the current billing period. You retain your current features until then, and no credit or refund is issued for the current period.

6.7 Annual plans. Annual plans, where offered, are billed in full and in advance for the annual term.

6.8 No refunds. Except where required by applicable law or expressly stated by us in writing, all fees are non refundable, and there are no refunds or credits for partially used periods, downgrades, or unused features.

6.9 Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, and similar taxes, other than taxes based on our net income.

6.10 Failed payments. If a charge fails, we may retry the charge, suspend or downgrade your access, and require you to update your payment method. You remain responsible for amounts owed.

6.11 Enterprise terms. Brokerage or enterprise plans may be governed by a separate written order form or master services agreement, which will control to the extent it conflicts with these Terms.

If we make a referral program available, referral credits are earned only when the conditions we state are met, such as a referred subscriber remaining an active paying subscriber for a defined period. Credits apply to your account balance, have no cash value, are not transferable or redeemable for cash, and may be modified or discontinued. We may withhold, reverse, or cancel credits obtained through fraud, self referral, or violation of these Terms.

8.1 Ownership. As between you and us, you retain all right, title, and interest in and to Your Data. We do not claim ownership of Your Data.

8.2 License to us. You grant us a worldwide, non exclusive, royalty free license to host, store, reproduce, process, transmit, and display Your Data, and to create Outputs from it, in each case solely to provide, secure, maintain, and improve the Service and as otherwise described in our Privacy Policy.

8.3 Your representations and warranties regarding data and communications. You represent, warrant, and covenant that: (a) you have all rights, consents, permissions, and a lawful basis necessary to collect, upload, and process the Contact Data and to have us process it on your behalf to provide the Service; (b) your use of the Service, and any communication you send using any Output, will comply with all applicable laws, including without limitation the Telephone Consumer Protection Act and related texting and calling rules and registration requirements, the CAN-SPAM Act and other email marketing laws, the Fair Housing Act and other fair housing and anti discrimination laws, real estate licensing and advertising rules, and applicable state and federal privacy laws; (c) you will obtain and maintain any consents required to contact your Contacts and will promptly honor opt out, do not call, do not text, and unsubscribe requests; and (d) Your Data does not infringe, misappropriate, or violate the rights of any third party.

8.4 Responsibility for outreach. You alone determine whether, when, and how to contact any person. You are solely responsible for your communications and for compliance with the laws that govern them. We are a tool provider and do not send outreach to your Contacts on your behalf.

You will not, and will not permit any third party to: (a) use the Service to transmit unlawful, harassing, defamatory, deceptive, or unsolicited communications; (b) upload data you do not have the right to use, or that contains sensitive categories of data you are not permitted to process; (c) use the Service to discriminate in violation of fair housing or other anti discrimination laws; (d) access or attempt to access data or accounts that are not yours, or probe, scan, or test the vulnerability of the Service without authorization; (e) interfere with, disrupt, or overload the Service, or circumvent any usage limits or security controls; (f) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent this restriction is prohibited by law; (g) copy, modify, distribute, sell, resell, sublicense, or create derivative works of the Service; or (h) use the Service to build or train a competing product or service.

10.1 Suggestions only. Outputs are automatically generated suggestions produced with artificial intelligence. They may be inaccurate, incomplete, or not suitable for your situation. You are responsible for reviewing and exercising independent judgment before relying on or acting on any Output.

10.2 No professional advice. The Service does not provide legal, financial, tax, brokerage, appraisal, or other professional advice, and no Output constitutes such advice. Clozara is not a real estate brokerage, law firm, or financial advisor.

10.3 Estimates are illustrative. Any opportunity score, estimated commission, or estimated opportunity amount is an illustrative projection provided for planning and motivation only. It is not a promise, guarantee, appraisal, or prediction of actual results. Your results depend on many factors outside our control, and we do not guarantee any particular outcome, transaction, or income.

11.1 Our property. The Service, including all software, algorithms, models, user interfaces, text, graphics, and trademarks, and all intellectual property rights in them, are and remain our exclusive property or that of our licensors. Except for the limited rights expressly granted to you, no rights are granted by implication, estoppel, or otherwise.

11.2 License to you. Subject to your compliance with these Terms, we grant you a limited, revocable, non exclusive, non transferable, non sublicensable license to access and use the Service for your internal business purposes during the term of your Account.

11.3 Feedback. If you provide suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty free license to use and incorporate that feedback without restriction or obligation to you.

The Service integrates with and relies on third party providers, including for hosting, database, authentication, artificial intelligence processing, payments, email, and messaging. Your use of the Service may be subject to those providers' terms and policies. We are not responsible for the acts, omissions, availability, or content of third party services, and their inclusion does not imply endorsement.

Our collection and use of personal information in connection with the Service is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the practices described in the Privacy Policy.

By creating an Account, you consent to receive communications from us electronically, including transactional and Service related messages such as billing notices, security alerts, and administrative messages, and you agree that electronic communications satisfy any legal requirement that such communications be in writing. You may opt out of marketing emails at any time, but you may continue to receive transactional messages while your Account is active. If you provide a mobile number and enable SMS features, you consent to receive Service related text messages from us at that number, and message and data rates may apply. You may opt out of SMS by replying STOP.

THE SERVICE AND ALL OUTPUTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR FREE, OR THAT OUTPUTS WILL BE ACCURATE OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLOZARA OR COSBY AI SOLUTIONS LLC, OR OUR OFFICERS, MEMBERS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS. THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

You will defend, indemnify, and hold harmless Clozara and Cosby AI Solutions LLC, and our officers, members, employees, and agents, from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses, including reasonable attorney fees, arising out of or related to: (a) Your Data; (b) your communications with any person; (c) your use of the Service or any Output; (d) your violation of these Terms; or (e) your violation of any law or the rights of any third party. We may assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us.

18.1 Term. These Terms apply while you access or use the Service and remain in effect until terminated.

18.2 Termination by you. You may stop using the Service and close your Account at any time. Cancellation of a Subscription is governed by Section 6.

18.3 Suspension and termination by us. We may suspend or terminate your access, with or without notice, if we reasonably believe you have violated these Terms, created risk or possible legal exposure for us or others, or if required by law.

18.4 Effect of termination. On termination, your right to use the Service ends. Deletion of Your Data is handled as described in the Privacy Policy.

18.5 Survival. Sections that by their nature should survive termination will survive, including Sections 8.1, 10, 11, 15, 16, 17, 19, and 20.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

19.1 Informal resolution first. Before filing a claim, you agree to try to resolve the dispute informally by sending written notice to jason@cosbyaisolutions.com describing the dispute and the relief sought. The parties will attempt in good faith to resolve the dispute for at least 30 days after such notice.

19.2 Binding arbitration. If the dispute is not resolved, you and we agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by a recognized arbitration provider under its applicable consumer or commercial rules, rather than in court, except as provided below. The arbitration will be conducted in the State of Alabama or, at your election, by telephone or video, or based on written submissions. Judgment on the award may be entered in any court of competent jurisdiction.

19.3 Exceptions. Either party may bring an individual claim in small claims court, and either party may seek injunctive or equitable relief in court to protect intellectual property or confidential information.

19.4 Class action waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any form of a representative or class proceeding.

19.5 Opt out. You may opt out of this arbitration and class action waiver by sending written notice to jason@cosbyaisolutions.com within 30 days after you first accept these Terms, stating your name and that you opt out of arbitration. Opting out will not affect any other part of these Terms.

19.6 Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Alabama and, where applicable, the Federal Arbitration Act, without regard to conflict of laws principles. To the extent any dispute is not subject to arbitration, the state and federal courts located in Alabama will have exclusive jurisdiction and venue, and you consent to personal jurisdiction there.

We may update these Terms from time to time. If we make material changes, we will provide notice through the Service or by email and update the effective date above. Changes are effective when posted unless stated otherwise. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service.

21.1 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law.

21.2 Entire agreement. These Terms, together with the Privacy Policy and any order form or written agreement referenced here, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous understandings.

21.3 Severability. If any provision of these Terms is held unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

21.4 No waiver. Our failure to enforce any provision is not a waiver of our right to do so later. Any waiver must be in writing.

21.5 Force majeure. We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, labor disputes, internet or utility failures, or acts of government.

21.6 Relationship of the parties. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.

21.7 Notices. Notices to you may be provided through the Service or to the email associated with your Account. Notices to us must be sent to jason@cosbyaisolutions.com.

21.8 Export and sanctions. You represent that you are not located in, and will not use the Service in violation of, any applicable export control or sanctions laws.

21.9 Headings. Section headings are for convenience only and do not affect interpretation.

Cosby AI Solutions LLC doing business as Clozara. Email: jason@cosbyaisolutions.com.