Cloza Terms of Service (California)

Effective Date: September 19, 2025

These Terms of Service ("Terms") govern your access to and use of Cloza's websites, apps, AI crew/voice agent services, and related software and integrations (collectively, the "Services"). By using the Services, you agree to these Terms and our Privacy Policy. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization, and "you" means the organization.

Plain‑English summary: Cloza helps small businesses quickly create an AI crew (e.g., receptionist, qualifier, notifier, handoff) to answer calls, book appointments, and notify teams. You remain responsible for your business workflows, compliance (e.g., telephony/recording/TCPA), and any content you provide.

1) Account & Eligibility

  • You must be at least 18 and able to form a binding contract.
  • Provide accurate account information and keep credentials secure.
  • We may decline or suspend accounts to protect the Services or comply with law.

2) Your Content & License to Cloza

  • "Content" includes prompts, scripts, audio, call recordings, templates, data you upload, and outputs you direct the Service to produce for you.
  • You retain ownership of your Content. You grant Cloza a worldwide, non‑exclusive, royalty‑free license to host, process, transmit, display, and create derivative works solely to operate, maintain, secure, improve, and provide the Services to you and as otherwise permitted by these Terms.
  • You're responsible for having all rights and permissions necessary to use your Content with the Services.

3) AI Crew & Voice Agent Usage

  • No emergency calling. The Services do not support 911/999/112 or emergency calling.
  • Accuracy. AI outputs may be incorrect or incomplete. Validate outputs before relying on them for critical decisions.
  • Human in the loop. Configure handoff rules when a conversation requires a person.
  • Recording consent. If you enable call recording or transcription, you must obtain consent from all required parties under applicable law (e.g., two‑party consent jurisdictions such as California). Provide a clear notice at the start of the call.
  • Telephony compliance (US). When using calling or messaging, you must comply with all applicable laws and carrier rules, including TCPA, Do‑Not‑Call rules, carrier A2P 10DLC registration, opt‑in/opt‑out requirements, and any locale‑specific rules. You are solely responsible for your campaigns and consents.
  • Caller ID & call blocking. We cannot guarantee caller ID presentation or prevent carrier spam‑blocking (e.g., STIR/SHAKEN attestation or analytics filters).

4) Acceptable Use

You agree not to, and not to allow others to:

  • Violate laws or rights of others; harass, deceive, or spam.
  • Collect or process sensitive personal data unless you have a lawful basis and appropriate safeguards.
  • Attempt to probe/scan the Services or disrupt their operation.
  • Reverse engineer or use the Services to build a competing product.
  • Send unlawful or unwanted calls/SMS/email; bypass consent; falsify caller ID.
  • Use the Services for medical, legal, or financial advice without qualified human review.

5) Third‑Party Services & Integrations

  • The Services may interface with third parties (e.g., Google Calendar, Gmail, Slack, Stripe, telephony carriers). Your use of third‑party services is governed by their terms, and we are not responsible for them.
  • Some capabilities depend on third‑party availability; interruptions or changes by third parties may affect your use.

6) Plans, Fees, and Billing

  • We may offer free tiers, trials, usage‑based pricing, and/or "pay‑for‑results" (e.g., per confirmed booking or verified lead). Pricing and metrics are described in the Service or an order form.
  • You authorize us (and our payment processor) to charge your payment method for all fees and applicable taxes. Fees are non‑refundable except as required by law or as expressly stated for a specific plan.
  • We may change pricing prospectively with reasonable notice. If you continue using the Services after the effective date, the new pricing applies.

7) Beta, Previews, and Experiments

  • We may offer experimental or beta features. They are provided "as is" and may be modified or discontinued at any time.

8) Confidentiality & Security

  • Each party may receive non‑public information from the other ("Confidential Information"). The receiving party will use it only to perform under these Terms and will protect it with reasonable care.
  • We implement commercially reasonable administrative, technical, and physical measures designed to protect your data. No system is perfectly secure.

9) Privacy

  • Our Privacy Policy explains how we collect and use personal data. By using the Services, you consent to those practices.
  • Where required, we may offer a data processing addendum ("DPA") to business customers.

10) Publicity

  • We may identify you (name and logo) as a customer on our website and marketing materials. You can opt out by notifying us in writing.

11) Feedback

  • You grant Cloza a worldwide, perpetual, irrevocable, royalty‑free license to use and incorporate into the Services any feedback or suggestions you provide, without obligation to you.

12) Ownership & IP

  • Cloza and its licensors retain all rights, title, and interest in the Services and underlying IP. No rights are granted except as expressly stated in these Terms.

13) Term, Suspension & Termination

  • These Terms apply while you use the Services. You may stop using the Services at any time.
  • We may suspend or terminate access immediately if you breach these Terms, if required by law, or to protect the Services or others.
  • Upon termination, your license to the Services ends. Certain sections survive (e.g., fees owed, confidentiality, disclaimers, limitations, arbitration).

14) Disclaimers

  • THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." NIBLUM AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.
  • WE DO NOT WARRANT UNINTERRUPTED OR ERROR‑FREE SERVICE, OR THAT AI OUTPUTS WILL BE ACCURATE OR COMPLETE.

15) Limitation of Liability

  • TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER NIBLUM NOR ITS SUPPLIERS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
  • OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) AMOUNTS PAID BY YOU TO NIBLUM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (B) USD $200.
  • SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS/LIMITATIONS; IN SUCH CASES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16) Indemnification

  • You will defend, indemnify, and hold harmless Cloza and its affiliates, directors, officers, employees, and agents from and against claims, losses, and expenses (including reasonable attorneys' fees) arising from or related to (a) your Content; (b) your use of the Services in violation of these Terms or law; or (c) your calling/messaging practices (including TCPA/DNC compliance, consent, and recording notice).

17) Governing Law; Venue (California)

  • These Terms and any dispute will be governed by the laws of the State of California, without regard to conflict of laws principles. The exclusive venue for actions not subject to arbitration (see §18) is the state and federal courts located in San Francisco County, California, and the parties consent to personal jurisdiction there.

18) Arbitration; Class Action Waiver

  • Binding arbitration. Any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules. The seat will be San Francisco, California. Either party may seek injunctive or equitable relief in court for IP or unauthorized access/use claims.
  • Class action waiver. Disputes must be brought in the parties' individual capacities, not as class actions or representative proceedings.
  • Small claims. Either party may bring an eligible claim in small claims court in San Francisco County.
  • Opt‑out. You may opt out of arbitration by sending written notice to legal@usecloza.com or by mail to: Doppi, Inc., 447 Sutter Street Suite 506 #1154, San Francisco, CA 94108, USA, within 30 days of first use; include your name, account email, and a clear statement opting out of arbitration.

19) Changes to the Services or Terms

  • We may modify the Services or these Terms. If we make material changes, we will provide notice (e.g., via the Service or email). Changes apply prospectively. If you continue using the Services after the effective date, you accept the changes.

20) Export & Sanctions

  • You may not use the Services in violation of U.S. export laws, sanctions, or embargoes.

21) Government End Users

  • The Services are "commercial products" provided with only the rights set forth in these Terms.

22) Assignment

  • You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.

23) Notices

  • Notices to Cloza must be sent to legal@usecloza.com and:
    Doppi, Inc.
    447 Sutter Street Suite 506 #1154
    San Francisco, CA 94108, USA

24) Entire Agreement; Severability; Waiver; Force Majeure

  • These Terms (plus any order form/MSA and the Privacy Policy) are the entire agreement. If there's a conflict between an order form/MSA and these Terms, the order form/MSA controls.
  • If any provision is unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver. Neither party is liable for delays caused by events beyond reasonable control.

Service‑Specific Addenda (if applicable)

A. Messaging (SMS/Email)

  • You must obtain express consent, maintain opt‑in records, and honor STOP/UNSUBSCRIBE requests. You are responsible for campaign registration (e.g., A2P 10DLC) and associated fees/fines.
  • You will not send prohibited content, phishing, or unlawful marketing.

B. Call Recording & Transcription

  • You are responsible for enabling/disabling features and configuring consent prompts. You will comply with all recording, eavesdropping, wiretapping, and privacy laws.
  • To request deletion of specific recordings, use the in‑product tools or contact support; deletion may take time and backups may persist for a limited period.

C. Payments & Outcome Billing

  • "Outcome" means an event configured by you (e.g., booking_confirmed or lead_verified) that the Service detects or confirms via integrations. You agree that billing can be triggered by such outcomes.
  • Disputes: notify us within 15 days of the invoice; undisputed amounts remain due.

25) DMCA Notice (U.S. Only)

If you believe material on the Services infringes your copyright, send a notice that satisfies 17 U.S.C. §512(c)(3) to our DMCA Agent:

  • Email: legal@usecloza.com
  • Mail: DMCA Agent, Doppi, Inc., 447 Sutter Street Suite 506 #1154, San Francisco, CA 94108, USA

Your notice must include: (1) a physical or electronic signature; (2) identification of the copyrighted work; (3) identification of the material to be removed and information reasonably sufficient to locate it; (4) your contact information; (5) a statement of good‑faith belief that use is not authorized; and (6) a statement that the information is accurate and, under penalty of perjury, that you are authorized to act for the owner. We may notify the user and, where appropriate, accept counter‑notifications under §512(g).

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