Website Terms of Use

1. About Us

The Website is operated by Closact Inc. ("Closact", "we", "us", or "our"), a company incorporated in the Province of Alberta, Canada. We can be reached at legal@closact.ai.

These terms of use (these "Terms" or "Terms of Use") govern your access to and use of the website located at www.closact.ai (the "Website"), including all pages, subdomains, content, features, and functionality made available through that domain. They do not govern any software-as-a-service products, subscription platforms, or customer portals, which are subject to separate agreements.

2. Acceptance and Eligibility

2.1 By accessing or using the Website, you represent and warrant that:

• you are at least 18 years of age and have the legal capacity to enter into a binding contract under the laws of your jurisdiction;
• if you are accessing the Website on behalf of a company or other legal entity, you have the authority to bind that entity to these Terms, and "you" refers to that entity throughout;
• the information you provide through the Website is accurate, current, and complete; and
• your use of the Website will at all times comply with these Terms and all applicable federal, provincial, territorial, state, and local statutes, regulations, rules, and orders ("Applicable Laws").

2.2 Your continued use of the Website constitutes ongoing acceptance of these Terms and any amendments to them. This acceptance is legally valid pursuant to the Electronic Transactions Act (S.A. 2001, c. E-5.5) of Alberta.

3. Modifications to These Terms and to the Website

3.1 We reserve the right, in our sole discretion, to revise and update these Terms at any time. Any modifications are effective immediately upon posting and apply to all access to and continued use of the Website thereafter. We will make reasonable efforts to notify you of material changes by posting a notice on our homepage. You agree to review these Terms periodically and your continued use following any modification constitutes acceptance of the revised Terms.

3.2 The information, content, and material on this Website may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Website is restricted to users or unavailable at any time or for any period.

4. Geographic Restrictions

4.1 Closact is based in the Province of Alberta, Canada. This Website is intended for use by persons located in Canada. We make no representation that the Website or its content is appropriate for use, or available, in any other jurisdiction.

4.2 If you access the Website from outside Canada, you do so at your own risk and you are solely responsible for compliance with all applicable local laws and regulations of your jurisdiction. We reserve the right to restrict access to the Website from any jurisdiction at any time, in our sole discretion, without notice or liability.

5. Permitted Use of the Website

5.1 You may access and use the Website for your own lawful personal or business informational purposes. Subject to these Terms, you may:

• browse and view content published on the Website;
• use contact forms or inquiry tools to reach out to Closact;
• share links to publicly accessible pages of the Website; and
• download materials expressly made available for download, such as whitepapers or brochures, for your own non-commercial use only.

5.2 All other uses require Closact's prior written consent.

6. Prohibited Conduct

6.1 You must not use the Website to:

(a) violate any applicable federal, provincial, local, or international law or regulation, including the Criminal Code of Canada (R.S.C. 1985, c. C-46), the Canadian Human Rights Act (R.S.C. 1985, c. H-6), or any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property or proprietary rights;

(b) include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, age, gender identity or expression, or any other ground protected under applicable law;

(c) involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise, or ask for personal information in a manner prohibited under applicable laws or regulations;

(d) impersonate or attempt to impersonate Closact, a Closact employee, another user, or any other person or entity, including by using e-mail addresses or screen names associated with any of the foregoing;

(e) involve, provide, or contribute any false, inaccurate, or misleading information;

(f) transmit, or procure the sending of, any unsolicited commercial electronic messages in violation of Canada's Anti-Spam Legislation (S.C. 2010, c. 23) ("CASL"), including spam, junk mail, chain letters, or unauthorized promotional materials;

(g) attempt to circumvent or violate the security of the Website, including accessing content or data not intended for you, attempting to breach security or authentication measures, restricting or disrupting service to users, hosts, servers, or networks, or illicitly reproducing TCP/IP packet headers;

(h) use any robot, spider, scraper, crawler, or other automated device, process, or means to access or extract data from the Website for any purpose, including monitoring or copying Website content, without our prior written consent;

(i) introduce any viruses, trojan horses, worms, logic bombs, ransomware, or other material that is malicious or technologically harmful;

(j) attack the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing, or otherwise attempt to interfere with the proper working of the Website;

(k) encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which may harm Closact or users of the Website, or expose them to liability; or

(l) use the Website or its content for any commercial purpose without our prior written consent, or in any way that could infringe, misappropriate, or violate the intellectual property rights or other rights of any person.

6.2 You are prohibited from attempting to circumvent any privacy settings, security measures, or technical protections contained on the Website.

7. Intellectual Property Rights and Ownership

7.1 You understand and agree that the Website and its entire contents, features, and functionality, including without limitation all information, software, code, data, text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by Closact, its licensors, or other providers of such material and are protected in all forms by intellectual property laws, including without limitation the Copyright Act (R.S.C. 1985, c. C-42), trademark law, patent law, trade secret law, and all other applicable Canadian and international intellectual property or proprietary rights laws.

7.2 The Closact name, logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of Closact Inc. or its affiliates or licensors. You must not use any such marks without the prior written permission of Closact. Other names, logos, product and service names, designs, images, and slogans appearing on the Website are the trademarks of their respective owners and use of any such marks without permission may constitute infringement.

7.3 Subject to these Terms, you may only use the Website for your personal and non-commercial use. You must not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever, except:

(a) your computer and browser may temporarily store or cache copies of materials being accessed and viewed;

(b) a reasonable number of copies for personal, non-commercial use only may be printed, keeping any proprietary notices thereon, and such copies may not be further reproduced, published, or distributed in any form; and

(c) one single user copy may be downloaded with any proprietary notices intact, for your own personal, non-commercial use.

7.4 You must not modify copies of any materials from this Website, nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website. If you print, copy, or download any part of our Website in breach of these Terms, your right to use the Website ceases immediately and you must, at our option, return or destroy any copies of the materials you have made.

7.5 You have no right, title, or interest in or to the Website or to any content on the Website, and all rights not expressly granted are reserved by Closact.

8. User Submissions

8.1 The Website may contain interactive features that allow you to submit, post, publish, display, or transmit content, material, or information to Closact or through the Website (collectively, "User Submissions"), including through contact forms, inquiry tools, survey responses, and any other interactive functionality. All User Submissions must comply with these Terms and all applicable federal, provincial, local, and international laws and regulations.

8.2 None of the User Submissions you submit to the Website will be subject to any obligation of confidentiality on the part of Closact, and we will not be liable for any use or disclosure of User Submissions. By providing any User Submission to the Website, you grant Closact and our affiliates and service providers a worldwide, royalty-free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose in connection with the operation of the Website, without compensation to you. You further waive any moral rights or other rights of authorship in the User Submissions to the maximum extent permitted by applicable Canadian law, including the Copyright Act (R.S.C. 1985, c. C-42).

8.3 By submitting any User Submission, you represent and warrant that:

• you own or have the necessary rights to submit the User Submission and to grant the licence described in Section 8.2;
• the User Submission is accurate and not misleading;
• the User Submission does not violate the rights of any third party, including intellectual property rights, privacy rights, or publicity rights; and
• the User Submission complies with all Applicable Laws and the prohibited conduct standards set out in Section 6.

8.4 You understand and agree that you, and not Closact, are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. Closact is not responsible or legally liable to any third party for the content or accuracy of any User Submissions submitted by you or any other user of the Website.

9. Site Monitoring, Enforcement, and Suspension

9.1 Closact has the right, without provision of notice and in its sole discretion, to:

• remove or refuse to post on the Website any User Submissions for any or no reason;
• take any action with respect to any User Submission deemed necessary or appropriate, including where we believe such User Submission violates these Terms, infringes any intellectual property right, threatens the personal safety of users of the Website or the public, or could create liability for Closact;
• take appropriate legal action, including referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Website; and
• terminate or suspend your access to all or part of the Website for any or no reason, including any violation of these Terms.

9.2 Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone submitting materials on or through the Website.

9.3 YOU WAIVE AND HOLD HARMLESS CLOSACT AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY CLOSACT RELATING TO ANY INVESTIGATION BY CLOSACT OR LAW ENFORCEMENT AUTHORITIES ARISING FROM A SUSPECTED VIOLATION OF THESE TERMS OR APPLICABLE LAW.

9.4 We have no obligation to monitor the Website or its use and do not undertake to review material that you or other users submit to the Website. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to Applicable Law.

10. No Reliance on Website Content

10.1 The content on our Website is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action on the basis of Website content.

10.2 Although we make reasonable efforts to update the information on our Website, we make no representations, warranties, or guarantees, whether express or implied, that the content on our Website is accurate, complete, or current. Your use of the Website is at your own risk and Closact has no responsibility or liability whatsoever for your use of this Website.

10.3 The Website may include content provided by third parties, including other users and third-party licensors. All statements and opinions expressed in any such third-party content are solely the opinions and the responsibility of the person or entity providing those materials and do not necessarily reflect the opinion of Closact. Closact has no responsibility or liability whatsoever to you or any third party for the content or accuracy of any third-party materials.

11. Privacy and Cookies

11.1 Any personal information collected through the Website is governed by our privacy policy available at www.closact.ai/privacy (the "Privacy Policy"), which is incorporated into these Terms by reference. We encourage you to read it carefully before using the Website. By submitting your personal information and using our Website, you consent to the collection, use, and disclosure of such information in compliance with our Privacy Policy.

11.2 Our collection, use, and disclosure of personal information complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) (S.C. 2000, c. 5) and, where applicable, the Personal Information Protection Act (PIPA) (S.A. 2003, c. P-6.5) of Alberta, which has been recognized by the federal government as substantially similar to PIPEDA.

11.3 The Website uses cookies and similar tracking technologies to improve functionality and user experience, analyze traffic, and, where applicable, deliver relevant content. You may control cookie settings through your browser. By using this Website, you consent to the use of cookies as described in our Privacy Policy. If you disable cookies, some areas of the Website may not function adequately.

11.4 We do not sell, rent, or trade your personal information to third parties for their own marketing purposes.

12. Third-Party Websites and Links

12.1 For your convenience, this Website may provide links or pointers to third-party websites. We make no representations about any other websites that may be accessed from this Website. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to the terms and conditions of any such third-party sites.

12.2 The inclusion of any link on the Website does not imply endorsement, sponsorship, or affiliation by Closact with the linked website or its operators.

12.3 You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. Our Website must not be framed on any other site, and you may not create a link to any part of our Website other than the homepage without our prior written consent. We reserve the right to withdraw linking permission without notice.

13. Canada's Anti-Spam Legislation (CASL) Compliance

13.1 Closact will only send commercial electronic messages ("CEMs") to you where we have obtained express or implied consent in compliance with CASL (S.C. 2010, c. 23). Each CEM from Closact will include accurate sender identification, our physical mailing address, and a clear and functional unsubscribe mechanism. You may withdraw consent to receive CEMs at any time by using the unsubscribe link in any communication or by contacting us at legal@closact.ai.

13.2 Where you use any feature of the Website to send communications to third parties, you are solely responsible for compliance with CASL, including obtaining all required consents and providing required identification and unsubscribe mechanisms.

14. Disclaimer of Warranties

14.1 YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES OR CONDITIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE CANADIAN LAW.

14.2 NEITHER CLOSACT NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE WEBSITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER CLOSACT NOR ANY OF THE FOREGOING PARTIES REPRESENT OR WARRANT THAT: (A) THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED; (B) DEFECTS WILL BE CORRECTED; (C) THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, RANSOMWARE, OR OTHER HARMFUL COMPONENTS; OR (D) THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

14.3 WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, RANSOMWARE, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

14.4 NOTHING ON THIS WEBSITE CONSTITUTES LEGAL, REGULATORY, FINANCIAL, TAX, OR PROFESSIONAL ADVICE OF ANY KIND, AND NO SOLICITOR-CLIENT OR OTHER PROFESSIONAL RELATIONSHIP IS CREATED BETWEEN YOU AND CLOSACT BY YOUR USE OF THE WEBSITE OR ANY COMMUNICATION THROUGH IT. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT ON THIS WEBSITE WITHOUT SEEKING INDEPENDENT LEGAL OR PROFESSIONAL ADVICE APPROPRIATE TO YOUR SPECIFIC CIRCUMSTANCES.

15. Limitation of Liability

15.1 EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL CLOSACT NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: PERSONAL INJURY; PAIN AND SUFFERING; EMOTIONAL DISTRESS; LOSS OF REVENUE; LOSS OF PROFITS; LOSS OF BUSINESS OR ANTICIPATED SAVINGS; LOSS OF USE; LOSS OF GOODWILL; LOSS OF DATA; BREACH OF PRIVACY; WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF THE PARTY WAS ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH:

• your use of, or inability to use or reliance on, the Website;
• any linked websites or third-party websites;
• any Website content, materials, postings, or information thereon;
• any unauthorized access to or use of our servers or any personal information stored therein; or
• any interruption or cessation of transmission to or from the Website.

15.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE CANADIAN LAW, CLOSACT'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE WEBSITE WILL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD $100).

15.3 Nothing in this Section limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot be lawfully excluded or limited under Applicable Law, including any non-excludable statutory rights under Canadian consumer protection legislation.

16. Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Closact, its directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to:

• your breach of these Terms;
• your violation of any Applicable Law;
• your User Submissions;
• your use of the Website's content, services, and products other than as expressly authorized in these Terms; or
• your use of any information obtained through the Website.

17. Copyright Infringement Reporting

17.1 Closact respects intellectual property rights. If you believe that any content on the Website infringes your copyright or other intellectual property rights, please notify us promptly in writing at legal@closact.ai. Your notice should include:

• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the allegedly infringing material is located on the Website (including the URL or other specific location);
• your contact information, including name, address, telephone number, and email address;
• a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

17.2 Upon receipt of a valid notice, Closact will investigate and, where appropriate, take action in accordance with the Copyright Act (R.S.C. 1985, c. C-42). Closact reserves the right to remove content alleged to be infringing, in its sole discretion, pending investigation.

17.3 If you become aware of misuse of the Website, including defamatory or unlawful content, you must report it to us at legal@closact.ai.

18. Governing Law and Dispute Resolution

18.1 These Terms and any dispute arising out of or in connection with your use of the Website are governed by and construed in accordance with the laws of the Province of Alberta and the applicable federal laws of Canada, without regard to conflict of law principles or your domicile, residence, or physical location.

18.2 Any action or proceeding arising out of or relating to this Website and these Terms will be instituted in the courts of the Province of Alberta and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

18.3 Nothing in this Section limits Closact's right to seek emergency interim or injunctive relief from any court of competent jurisdiction where necessary to prevent irreparable harm.

18.4 The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

19. General Provisions

19.1 Entire Agreement. These Terms, together with our Privacy Policy, constitute the sole and entire agreement between you and Closact regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

19.2 Waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

19.3 Severability. If any term or provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision, or invalidate or render unenforceable such term or provision in any other jurisdiction. The invalid provision will be modified to the minimum extent necessary to make it enforceable.

19.4 No Agency. The relationship between Closact and you is that of independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between the parties.

19.5 Assignment. We may assign our rights and obligations under these Terms at any time without restriction. You may not assign any of your rights or obligations under these Terms without our prior written consent.

19.6 Force Majeure. Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, governmental actions, war, civil unrest, power outages, internet or telecommunications failures, or denial-of-service attacks.

19.7 Language. The parties have agreed that these Terms and all related documents be written in English. Les parties ont convenu que les presentes conditions et tous les documents connexes soient rediges en anglais.

19.8 Accessibility. Closact is committed to making the Website accessible in accordance with the Accessible Canada Act (S.C. 2019, c. 10) and applicable Alberta accessibility standards. If you experience an accessibility barrier, please contact us at legal@closact.ai.