Terms of Service

1. Agreement and business use

These Terms of Service ("Terms") are an agreement between CloserLeague LLC, doing business as CloserLeague ("CloserLeague," "we," "us," or "our"), and the person or organization that accepts these Terms ("Customer," "you," or "your").

These Terms govern CloserLeague, including every public and account-accessible CloserLeague experience available at https://closerleague.win and https://app.closerleague.win, team-management features, leaderboards, competition history, seller achievement walls, messaging integrations, subscriptions, and related services.

If you create an account, purchase a subscription, accept an Order, or otherwise affirmatively accept these Terms for an organization, you represent that you are authorized to bind that organization. If you are not authorized to do so, you may not accept these Terms for it.

Paid access to CloserLeague is intended principally for business and organizational use. Mandatory rights that applicable law does not permit the parties to waive remain unaffected.

Public viewers

Some CloserLeague pages may be accessible without an account. A person who merely views a public leaderboard, history page, or seller achievement wall (a Viewer) is not treated as having authority to bind the Customer merely by viewing that page. The provisions governing permitted use of CloserLeague content, prohibited conduct, intellectual property, disclaimers, and limitations apply to a Viewer's use to the extent legally enforceable.

2. Definitions

• Account means an authenticated CloserLeague account.
• Authorized Manager means an owner, administrator, or other person Customer authorizes to manage a team.
• Customer Content means information, sales records, seller information, messages or message-derived information, images, settings, competition information, and other content submitted by or for Customer.
• Order means a checkout selection, order form, subscription selection, statement of work, or other purchasing document accepted by the parties.
• Public Page means a CloserLeague page that Customer configures or permits to be accessible without authentication.
• Seller means a participant whose sales, ranking, or achievements are tracked by Customer through CloserLeague.
• Subscription Term means the billing or service period stated in the applicable Order.

3. Accounts, managers, and sellers

A person must be at least 18 years old, or the age of majority where the person lives if higher, to create or administer an Account.

Customer and each Authorized Manager must:

• Provide accurate account information;
• Protect passwords, sessions, devices, and team-registration codes;
• Restrict account access to authorized people;
• Promptly remove access that is no longer appropriate; and
• Notify CloserLeague of suspected unauthorized access.

Customer is responsible for activity performed through its Accounts except to the extent caused by CloserLeague's breach of these Terms or applicable law.

Under the current product model:

• Owners, administrators, and sellers may hold authenticated Accounts;
• A Customer creates its own account and teams through self-service registration and checkout;
• The account that purchases a subscription is the billing account for the teams it creates, and the manager who creates a team becomes its owner;
• An owner may invite additional managers to an existing team using a team code, and those managers become administrators;
• The number of manager logins is an organizational capacity disclosed with the applicable plan;
• Sellers may sign in with supported provider credentials or with a verified email and password;
• A seller may link a supported provider account and explicitly claim matching team-scoped history after the required security confirmation;
• Provider user identifiers, rather than provider email addresses or display names, are used to attach and resolve provider credentials;
• Unlinking a provider identity stops future attribution but does not reverse history already moved; and
• A manager who also sells may use one Account while manager authorization and seller participation remain separate.

4. CloserLeague and future features

CloserLeague is a sales-competition, leaderboard, recognition, and presentation platform.

Current functionality may include:

• Team-scoped administration;
• Chat-connected sale intake (GroupMe, Slack, and Discord);
• Manual sale entry;
• Manager review and correction;
• Daily, weekly, monthly, and custom competitions;
• Rankings with ties;
• Arena Leader and Sales Leader recognition;
• Daily spree and sale-presentation effects;
• Real-time leaderboard updates;
• Big-screen presentation;
• Competition history and trophies;
• Seller achievement walls;
• Display configuration; and
• Related administration and support.

Roadmaps, mockups, draft pricing pages, previews, and proposed features are not commitments unless an Order expressly says otherwise. Customer should purchase access to CloserLeague based on functionality available at the time of purchase.

Unless expressly included in an Order, CloserLeague does not promise a specific future feature, launch date, integration, capacity, uptime level, compliance certification, or support-response time.

5. Customer responsibility for workplace and participant use

Customer controls why its organization uses CloserLeague and is responsible for determining whether that use is lawful and appropriate.

Customer must, as applicable:

• Provide legally required notices to employees, contractors, sellers, managers, and other participants;
• Establish a lawful basis for processing participant information;
• Obtain required consent or authorization for workplace monitoring, connected-chat processing, competitions, public display, or publication;
• Have authority to submit Customer Content and connect the applicable messaging integration;
• Configure public or restricted access appropriately;
• Provide a reasonable process for participants to dispute inaccurate information;
• Comply with employment, labor, privacy, anti-discrimination, publicity-rights, and collective-bargaining obligations; and
• Use appropriate human review before making consequential decisions.

Flashing visual effects and photosensitive epilepsy

CloserLeague's animated leaderboard is intentionally designed to play rapid, high-contrast flashing light effects. It is not suitable for people with photosensitive epilepsy, and people with photosensitive epilepsy should not view it. Flashing light of this kind can trigger seizures. CloserLeague does not represent that the animated leaderboard's flash rate, contrast, or area falls within any published safety threshold, and does not represent that it conforms to WCAG 2.3.1 or to any other flashing-content standard.

CloserLeague provides a plain leaderboard with no flashing visuals and very limited other visuals. The plain leaderboard presents the same rankings, streaks, sale badges, and totals. It is available to an Authorized Manager as a team display setting and to an authenticated Viewer as an account preference, and it is the accommodation CloserLeague provides for a person who cannot view the animated leaderboard. CloserLeague does not represent or guarantee that the plain leaderboard is suitable for any person with photosensitive epilepsy or other visual sensitivity. Viewer discretion is advised.

Customer is responsible for the displays it operates and for the people who can see them. Customer must, as applicable, warn participants, employees, visitors, and other people who may see a CloserLeague display that the animated leaderboard plays flashing effects; select the plain leaderboard where a person who can see the display cannot safely view flashing effects; and comply with applicable accessibility, workplace-safety, disability-accommodation, and public-display obligations. A person who cannot avoid a display that Customer has mounted has no ability to opt out of it, and Customer rather than CloserLeague controls that exposure.

CloserLeague is not Customer's employer, joint employer, employment adviser, payroll processor, commission system, or human-resources decision-maker.

Customer may not use CloserLeague as the sole decision-maker for hiring, termination, discipline, promotion, compensation, insurance eligibility, credit, housing, education, or another decision producing legal or similarly significant effects.

6. Messaging and other integrations

CloserLeague's implemented external messaging integrations are GroupMe, Slack, and Discord, connected by the Customer through self-serve authorization.

To determine whether a message contains a sale, CloserLeague's integration must receive and evaluate messages delivered through the connected integration, including messages that are ultimately determined not to be sales.

Customer must:

• Have authority to connect the applicable chat workspace, group, or server and its bot or app;
• Follow the connected platform's terms and policies;
• Tell group participants, where required, that messages delivered through the integration may be processed by CloserLeague to determine whether they contain sales;
• Instruct participants not to place unnecessary sensitive, policyholder, patient, payment, or other end-consumer information in connected-chat messages; and
• Promptly report suspected unauthorized integration activity.

CloserLeague does not currently operate a general archive of Customer's connected-chat conversations. Our current message-handling practice is described in the Privacy Policy.

Third-party services are independent from CloserLeague. We do not control and cannot guarantee their availability, APIs, security, pricing, policies, account status, or continued compatibility with CloserLeague. An integration may stop working if the third party changes or discontinues its service.

We may add or remove integrations. No integration other than one actually released should be treated as available merely because it appears on a roadmap or draft CloserLeague page.

7. Sales data, rankings, and manager oversight

CloserLeague may automatically parse submitted information, associate sellers, calculate standings, determine recognition states, and generate presentation events.

Automation is not a guarantee of accuracy. Customer is responsible for:

• Establishing what qualifies as a sale;
• Reviewing questionable or unparsed entries;
• Correcting or assigning inaccurate or incomplete entries;
• Approving legitimate duplicates and rejecting invalid sales;
• Resolving participant disputes;
• Confirming final standings and prizes; and
• Maintaining independent records when business-critical accuracy is required.

CloserLeague is not a system of record for financial accounting, commissions, payroll, taxes, insurance underwriting, carrier reporting, regulatory reporting, or legally binding compensation calculations.

Current competition logic may include standard competition ranking with ties, daily sales counts, leader states, spree states, and frozen completed standings. Customer acknowledges that corrections and review decisions can change standings and that real-time displays can temporarily differ during network interruption or resynchronization.

8. Public and restricted pages

Depending on Customer's configuration and the features then available, leaderboards, competition history, final standings, and seller achievement walls may be publicly accessible or restricted to authorized team users.

Information made public may include seller names or display names, avatars, rankings, sales or premium totals, daily activity, achievements, trophies, and competition history.

Customer is responsible for having the right to publish that information.

Customer understands that information placed on a Public Page may be:

• Viewed without authentication;
• Displayed on televisions or shared screens;
• Indexed by search engines;
• Photographed or recorded;
• Copied, embedded, or reposted; or
• Retained by third parties outside CloserLeague's control.

CloserLeague is not responsible for a third party's independent copying or redistribution after Customer has lawfully configured information for public access, except to the extent liability cannot be excluded by law.

9. Customer competitions, incentives, and prizes

CloserLeague provides tools that Customer may use in connection with sales competitions. CloserLeague does not sponsor or administer Customer's prize promotion unless CloserLeague expressly agrees to do so in writing.

Customer is solely responsible for its competition rules, eligibility requirements, entry conditions, prize descriptions, prize fulfillment, tax reporting, employment-law compliance, anti-discrimination obligations, and compliance with applicable contest, sweepstakes, lottery, gambling, registration, bonding, disclosure, and permit requirements.

Customer may not use CloserLeague to conduct an unlawful lottery, gambling scheme, deceptive promotion, or unfair competition.

10. Customer Content and data rights

As between the parties, Customer retains its rights in Customer Content.

Customer grants CloserLeague a worldwide, nonexclusive, royalty-free license during the period reasonably necessary to:

• Host, store, process, transmit, format, and display Customer Content to operate CloserLeague;
• Operate Customer-authorized integrations;
• Display information through Public Pages or restricted team pages as Customer configures them;
• Provide support and troubleshoot CloserLeague;
• Prevent abuse, fraud, and security incidents; and
• Comply with applicable law.

Customer represents and warrants that it has the rights and authority needed for CloserLeague to process Customer Content as contemplated by these Terms and the Privacy Policy.

Aggregated and de-identified information

CloserLeague may create and use aggregated or de-identified information that does not reasonably identify Customer or an individual for analytics, reliability, capacity planning, security, and product development, provided we maintain that information in de-identified form where applicable law requires it.

Machine-learning training

As of the Effective Date, CloserLeague does not use identifiable Customer Content or identifiable connected-chat message content to train general-purpose artificial-intelligence or machine-learning models. The current parser is deterministic.

These Terms do not authorize a materially different future use of identifiable Customer message content for model training merely because CloserLeague has a general product-improvement right. If CloserLeague later implements such training, it will first address the use through updated notice, contractual authorization, and consent where required by applicable law.

11. Privacy and data processing

The CloserLeague Privacy Policy explains how personal information is handled.

Customer agrees to comply with privacy and data-protection laws applicable to its use of CloserLeague.

Where CloserLeague processes personal information on Customer's behalf as a processor, service provider, contractor, or similar provider, CloserLeague will process that information to operate CloserLeague as agreed and for other purposes permitted by applicable law and the parties' agreement.

If applicable law requires a specific controller-processor, service-provider, contractor, subprocessor, international-transfer, audit, deletion, security, or data-subject-rights agreement, Customer must contact CloserLeague and the parties must put an appropriate data processing addendum or equivalent terms in place before using CloserLeague for processing that legally requires those terms.

If a signed data processing addendum conflicts with these Terms concerning personal-information processing, the data processing addendum controls for that conflict.

12. Sensitive and regulated information

CloserLeague is not designed to receive sensitive information unnecessary for a sales competition.

Customer must not intentionally submit, or instruct participants to submit:

• Social Security or national-identification numbers;
• Bank-account credentials;
• Complete payment-card details outside an authorized Stripe payment flow;
• Medical, health, or protected health information;
• Biometric identifiers;
• Consumer-credit information;
• Precise geolocation;
• Third-party passwords or authentication secrets;
• Policyholder, patient, or end-consumer information unnecessary for recording the seller's sale; or
• Other sensitive information that CloserLeague has not expressly agreed in writing to process.

CloserLeague does not represent that it is HIPAA compliant or suitable for regulated health information, and does not claim SOC 2, ISO 27001, or another certification unless expressly stated in a current written CloserLeague publication or agreement.

13. Prohibited conduct

You may not use CloserLeague to:

• Violate applicable law or third-party rights;
• Harass, threaten, shame, or unlawfully discriminate against a participant;
• Publish personal information without lawful authority;
• Submit malware or harmful code;
• Attempt unauthorized access or bypass authentication;
• Probe or defeat security controls except through a CloserLeague-authorized security program;
• Interfere with CloserLeague operation;
• Circumvent documented plan or usage limits;
• Reverse engineer CloserLeague except where applicable law prohibits that restriction;
• Scrape Public Pages at a scale that materially burdens CloserLeague or violates law;
• Build a competing dataset or service from CloserLeague-provided data or content;
• Impersonate another person or misrepresent authority;
• Manipulate rankings or submit fabricated sales;
• Conduct unlawful gambling, lotteries, or deceptive promotions;
• Use CloserLeague as the sole basis for a legally significant regulated decision;
• Resell access to CloserLeague without written permission; or
• Encourage another person to do any of the above.

We may investigate suspected violations and preserve relevant evidence where reasonably necessary.

14. Subscriptions, billing, cancellation, and refunds

CloserLeague uses Stripe to process subscription payments.

14.1 Current billing model

Unless an applicable Order expressly states otherwise, paid subscriptions are billed in advance for the selected Subscription Term — monthly for a monthly plan, or annually for an annual plan — and automatically renew for successive periods of the same length until canceled.

CloserLeague offers both monthly and annual plans. An annual plan applies only where it is affirmatively selected in the applicable Order.

The Founder offering described in Section 14.7 is not a subscription and does not renew. Where these Terms refer to renewal, automatic renewal, or a recurring charge, those provisions apply to subscriptions and not to a Founder purchase.

14.2 One-time activation fee

A one-time activation fee is charged with the first payment on a new subscription, in the amount disclosed at checkout. It covers onboarding and initial integration configuration.

The activation fee is charged once. It is not part of the recurring subscription price and is not billed again on renewal. It does not apply to a Founder purchase.

14.3 Payment authorization

By purchasing a subscription, Customer authorizes CloserLeague and Stripe to charge the payment method provided for the recurring fees, taxes, and other charges expressly disclosed and accepted in the Order.

Customer must maintain accurate billing information.

14.4 Cancellation

Customer may cancel a subscription at any time using the cancellation method identified in the billing interface, Order, or other checkout documentation then in effect.

Cancellation stops future renewals. Unless applicable law or the Order requires otherwise, Customer retains access through the end of the already-paid Subscription Term, after which paid access ends.

Customer must cancel before the next renewal charge to avoid that renewal.

14.5 No refunds

Except where required by applicable law or expressly stated in an Order:

• Subscription fees are nonrefundable;
• The one-time activation fee is nonrefundable;
• A Founder purchase is nonrefundable, in whole or in part, for the purchased term;
• CloserLeague does not provide prorated refunds for unused time after cancellation or for an unused portion of a Founder term; and
• Cancellation does not reverse charges for a Subscription Term that has already begun.

Nothing in these Terms limits a refund, cancellation, or payment-dispute right that applicable law does not permit Customer to waive.

14.6 Prices, taxes, and plan limits

Customer must pay the price disclosed in the applicable Order. Customer is responsible for applicable sales, use, value-added, or similar transaction taxes except taxes based on CloserLeague's net income.

CloserLeague may enforce plan limits that are disclosed in the applicable Order or product documentation. CloserLeague will not impose a new usage overage charge unless the charge and its basis are disclosed and accepted as required by law.

If we change a recurring price, the new price will apply only as permitted by applicable law and after any notice or consent required by law or the applicable Order.

14.7 Failed payments

We may suspend paid features or access for materially past-due amounts after reasonable notice where practical. Customer remains responsible for amounts lawfully incurred before cancellation or suspension.

14.8 Founder purchases

The Founder offering is a one-time payment for a fixed term of access. It is not a subscription.

Where a Founder purchase is offered, the following apply:

• One payment. The full amount disclosed at checkout is charged once, at the time of purchase. There is no monthly charge, no recurring charge of any kind, and no automatic renewal.
• Comparison pricing is not a billing amount. Founder pricing may also be shown as an equivalent monthly figure so it can be compared with the standard plans. That figure is presented for comparison only. It is not charged monthly, and the amount actually charged is the single upfront total shown at checkout.
• Fixed term. Founder access lasts for the term purchased (for example, 6 months, 1 year, or 2 years), beginning when the purchase completes.
• No activation fee. The one-time activation fee in Section 14.2 does not apply to a Founder purchase.
• Capacity. A Founder purchase includes the organizational capacity disclosed at checkout for the Founder offering.

What happens when the Founder term ends

At the end of the purchased term, paid access ends. Because nothing recurs, no further payment is taken and no payment method is charged automatically. Customer Content is retained in accordance with Section 12 and is not deleted merely because the term ended, and Customer may continue by starting an ordinary subscription at that time.

Founder status is permanent; Founder access is not

These are different things and these Terms treat them differently:

• The Founder profile-wall badge and Founder designation assigned at purchase are permanent. They remain associated with the purchasing account after the paid term ends.
• The included access period is limited to the purchased term and is not permanent.

CloserLeague does not offer, and nothing in these Terms should be read as offering, lifetime, perpetual, or unlimited-duration access to CloserLeague. Any use of the word “lifetime” or “permanent” in connection with the Founder offering refers to the Founder designation only.

Founder renewal benefit

A Founder is eligible for a discount off then-current list pricing when starting a subscription after the Founder term, in the percentage disclosed at the time the Founder purchase was made. This benefit:

• is provided as a single-use code issued to the purchasing account and usable only by that account;
• applies to that subscription for as long as it remains continuously active; and
• ends permanently if the subscription is canceled or otherwise fully terminated.

The discount applies to the price of the plan and not to taxes or to any charge stated as excluded at checkout. CloserLeague may set then-current list prices in accordance with Section 14.6.

Availability

The Founder offering is limited to a fixed maximum number of purchases, which CloserLeague does not disclose. The offering closes when that maximum is reached, and CloserLeague may close or withdraw it earlier at its discretion. Closing the offering does not affect a Founder purchase already completed.

Transfer and termination

Founder status, the Founder profile-wall badge, the Founder access term, and the Founder renewal benefit are not transferable or assignable to another person, account, or organization, and may not be sold, and are subject to Section 29 (Assignment).

If CloserLeague suspends or terminates an account for a material breach of these Terms under Section 19, the Founder access term, the Founder designation, and the Founder renewal benefit may be terminated along with it, and no refund is provided.

15. Trials, promotions, and credits

CloserLeague does not promise a free trial, refund guarantee, promotional credit, or discount unless that offer is expressly presented by CloserLeague at the time Customer accepts it.

Any trial or promotion may be subject to additional disclosed terms. Draft marketing language does not create a trial, guarantee, or discount.

The Founder offering described in Section 14.8 is an expressly presented offer when it is shown at checkout, and is governed by Section 14.8 rather than by this Section.

16. Intellectual property and feedback

All rights in CloserLeague, excluding Customer Content, are owned by CloserLeague or its licensors and are protected by intellectual-property laws. This includes CloserLeague software, interfaces, visual design, animations, graphics, product names, documentation, and presentation systems.

Subject to these Terms and payment of applicable fees, CloserLeague grants Customer a limited, nonexclusive, nontransferable, non-sublicensable right during the applicable Subscription Term to use CloserLeague for Customer's internal business operations and authorized presentation to participants and viewers.

No rights are granted except those expressly stated.

If you voluntarily provide suggestions or feedback about CloserLeague, you grant CloserLeague a perpetual, worldwide, royalty-free right to use that feedback without restriction or compensation, provided that this does not transfer ownership of Customer Content.

Intellectual-property complaints

A person who believes content available through CloserLeague infringes intellectual-property rights may contact:

We may remove or restrict allegedly infringing content and take action against repeat infringers where appropriate.

17. Confidentiality

Confidential Information means nonpublic information disclosed by one party to the other that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

The receiving party will use the other party's Confidential Information only as needed to perform under the parties' agreement, protect it using reasonable care, and disclose it only to personnel and providers who have a need to know and appropriate confidentiality obligations.

Confidential Information does not include information that the receiving party can show:

• Became public without breach of the agreement;
• Was already lawfully known without a confidentiality duty;
• Was lawfully received from another source without confidentiality duty; or
• Was independently developed without use of the Confidential Information.

A party may disclose Confidential Information when legally compelled, subject to notice where legally permitted.

Customer Content intentionally made public through a Public Page is not Confidential Information while it is public.

18. CloserLeague availability, changes, and preview features

CloserLeague aims to provide a reliable service but does not guarantee uninterrupted or error-free operation.

Availability may be affected by maintenance, upgrades, network failures, hosting or database incidents, security response, third-party integration failures, Customer's network or display hardware, or events outside CloserLeague's reasonable control.

Unless an Order expressly includes a service-level agreement, no specific uptime or support-response commitment applies.

We may modify CloserLeague to improve functionality, security, legal compliance, performance, or compatibility with third-party services. We may also discontinue features. Where practical, we will provide reasonable notice of a material reduction to paid core functionality.

Beta, preview, experimental, or early-access features may be incomplete, contain errors, change without notice, have limited support, or be discontinued.

19. Suspension and termination

19.1 Suspension

CloserLeague may suspend an Account, team, integration, or feature when reasonably necessary to:

• Prevent material security or operational harm;
• Stop unlawful, fraudulent, or abusive activity;
• Protect participants or third-party rights;
• Respond to legal requirements;
• Investigate a credible material violation; or
• Address materially past-due payment.

When practical, we will limit a suspension to what is reasonably necessary and provide notice and an opportunity to cure.

19.2 Termination by Customer

Customer may cancel its subscription as described in Section 14. Cancellation ordinarily takes effect at the end of the already-paid Subscription Term.

19.3 Termination by CloserLeague

CloserLeague may terminate Customer's access for a material breach not cured after reasonable notice, persistent nonpayment, serious fraud or security abuse, unlawful use, or where continuing to provide CloserLeague becomes unlawful or impracticable.

19.4 Effect of termination and data

When paid access ends:

• Customer's paid license ends;
• Paid or restricted features may become unavailable;
• Public Pages may become unavailable;
• Outstanding amounts already owed remain payable; and
• Customer Content may be retained or deleted according to the Privacy Policy, applicable law, and any applicable data processing addendum.

CloserLeague does not promise indefinite storage or a particular export format unless an Order expressly provides one. Customer is responsible for maintaining independent copies of information needed for payroll, commissions, accounting, legal compliance, or business continuity.

Customers and individuals may request deletion where applicable, but deletion is subject to legal retention requirements, Customer instructions, record-integrity needs, and practical backup limitations described in the Privacy Policy.

Copies previously made by public viewers or other third parties may remain outside CloserLeague's control.

20. No professional advice

CloserLeague does not provide legal, employment, tax, accounting, financial, insurance, regulatory, or human-resources advice.

Customer should consult qualified professionals regarding competition rules, prizes, compensation, taxes, workplace monitoring, privacy, employment law, and other legal obligations.

21. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOSERLEAGUE IS PROVIDED "AS IS" AND "AS AVAILABLE."

CLOSERLEAGUE DISCLAIMS IMPLIED AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, CLOSERLEAGUE DOES NOT WARRANT THAT:

• EVERY SALE OR MESSAGE WILL BE RECEIVED OR PARSED CORRECTLY;
• STANDINGS OR DISPLAYED INFORMATION WILL ALWAYS BE ERROR-FREE;
• EVERY DISPLAY WILL REMAIN CONNECTED;
• THIRD-PARTY INTEGRATIONS WILL REMAIN AVAILABLE;
• CLOSERLEAGUE WILL INCREASE SALES, REVENUE, PRODUCTIVITY, OR RETENTION;
• CLOSERLEAGUE WILL SATISFY CUSTOMER'S LEGAL OR REGULATORY OBLIGATIONS;
• CUSTOMER CONTENT WILL NEVER BE LOST; OR
• CLOSERLEAGUE WILL BE UNINTERRUPTED OR COMPLETELY SECURE.

Customer is responsible for reviewing sales, rankings, public information, and competition outcomes.

Some jurisdictions do not permit certain warranty exclusions, so an exclusion applies only to the maximum extent permitted by law.

22. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOSERLEAGUE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, AND PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, PRIZES, COMMISSIONS, COMPENSATION, OPPORTUNITY, OR REPUTATION, ARISING FROM OR RELATED TO CLOSERLEAGUE, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOSERLEAGUE'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO CLOSERLEAGUE, THESE TERMS, AND ALL APPLICABLE ORDERS WILL NOT EXCEED THE GREATER OF:

1. THE FEES CUSTOMER PAID FOR CLOSERLEAGUE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
2. ONE HUNDRED U.S. DOLLARS ($100) IF NO FEES WERE PAID.

The exclusions and cap apply collectively to all claims and theories of liability. They do not exclude or limit liability to the extent applicable law prohibits the exclusion or limitation, including liability that cannot lawfully be limited for fraud, intentional misconduct, or certain personal injuries.

23. Customer indemnification

To the extent permitted by law, Customer will defend, indemnify, and hold harmless CloserLeague and its affiliates, officers, employees, and contractors from third-party claims, damages, liabilities, penalties, judgments, costs, and reasonable attorneys' fees to the extent arising from:

• Customer Content or Customer's lack of authority to submit or publish it;
• Customer's competition rules, prizes, incentives, or participant communications;
• Customer's employment, compensation, or other personnel decisions;
• Customer's failure to provide legally required privacy, monitoring, employment, or public-display notices or obtain required authorization;
• Customer's connected integrations or instructions;
• Customer's violation of law or third-party rights;
• Fraudulent or materially inaccurate sales submitted by Customer or its participants; or
• Customer's material breach or misuse of CloserLeague.

CloserLeague will provide reasonable notice of an indemnified claim and reasonable cooperation at Customer's expense. Customer may not settle a claim in a manner that admits fault by CloserLeague or imposes a nonmonetary obligation on CloserLeague without CloserLeague's prior written consent.

24. Disputes, governing law, and venue

24.1 Informal resolution

Before filing a lawsuit, the complaining party must provide written notice describing the dispute and requested relief. The parties will attempt in good faith to resolve the dispute for at least 30 days, unless immediate injunctive relief is reasonably necessary.

Notices to CloserLeague must be sent to [email protected].

24.2 Governing law

These Terms are governed by the laws of the State of Oklahoma, without regard to its conflict-of-law rules, except to the extent mandatory law requires otherwise.

24.3 Exclusive venue

Except where applicable law requires another forum, any dispute not resolved informally will be brought exclusively in the state or federal courts located in Oklahoma County, Oklahoma, and each party consents to personal jurisdiction and venue there.

Either party may seek temporary or emergency injunctive relief in a court of competent jurisdiction to address unauthorized access, misuse of intellectual property, or another harm for which immediate equitable relief is appropriate.

25. Export controls and sanctions

Customer may not use CloserLeague in violation of applicable U.S. export-control, sanctions, or trade laws, or knowingly provide access to CloserLeague to a person or jurisdiction where doing so is prohibited.

26. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labor disruption, government action, utility or internet outage, third-party platform failure, or cyberattack, except to the extent the affected party's legally required conduct materially caused the failure.

This section does not excuse payment obligations for access to CloserLeague already lawfully provided.

27. Electronic communications

Customer consents to receiving agreements, notices, invoices, disclosures, and other communications electronically where permitted by law and must maintain a valid account or billing email address.

28. Changes to these Terms

CloserLeague may update these Terms as CloserLeague evolves and legal requirements change.

We will post the revised Terms and update the "Last Updated" date. If a change materially affects an existing paid Customer's rights or obligations, we will provide additional notice where reasonably required by law or the applicable Order.

Material commercial changes ordinarily apply prospectively. Changes necessary to address law, security, fraud, or misuse may take effect sooner where reasonably necessary.

29. Assignment

Customer may not assign these Terms without CloserLeague's prior written consent, except to a successor in connection with a merger or sale of substantially all of Customer's relevant business if the successor agrees to these Terms and is not a direct competitor of CloserLeague.

CloserLeague may assign these Terms in connection with a merger, acquisition, financing, reorganization, sale of assets, or transfer of the CloserLeague business or platform.

30. Notices

Legal notices to CloserLeague must be sent to:

Notices to Customer may be sent to the Account email, billing contact, or address in the applicable Order.

31. General terms

31.1 Entire agreement

These Terms, the Privacy Policy, applicable Orders, and any signed addenda constitute the parties' agreement concerning CloserLeague and supersede prior discussions about the same subject matter.

31.2 Order of precedence

Unless a document expressly states otherwise:

1. A signed data processing addendum controls personal-information processing;
2. An Order controls its specific commercial terms;
3. These Terms control general use of CloserLeague; and
4. Product documentation controls ordinary operational details.

31.3 Severability

If a provision is unenforceable, it will be modified only to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in effect.

31.4 Waiver

Failure to enforce a provision is not a waiver of that provision.

31.5 No partnership or employment relationship

These Terms do not create a partnership, franchise, agency, fiduciary, employment, joint-employment, or joint-venture relationship between CloserLeague and Customer or Customer's participants.

31.6 No third-party beneficiaries

Except where expressly stated, these Terms do not create third-party beneficiary rights.

31.7 Survival

Payment obligations, ownership provisions, confidentiality, disclaimers, liability limitations, indemnification, dispute provisions, and other provisions that by their nature should survive termination will survive.

32. Contact

Questions about these Terms may be sent to:

See also our Privacy Policy.