General Terms of Use

Agreement to these terms

These General Terms of Use (the “Terms”) are a binding agreement between you and Closeout Technologies, Inc. (“Closeout,” “we,” “us”) governing your access to and use of the Closeout platform, websites, and related services (together, the “Service”).

By creating an account, accessing, or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of a law firm or other organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

Accounts and eligibility

You must provide accurate account information and keep it current. You are responsible for safeguarding your credentials and for all activity that occurs under your account. We recommend enabling multi-factor authentication from your security settings.

The Service is intended for use by legal professionals and their staff. You must be authorized to handle the case, client, and settlement information you place into the Service, and you remain responsible for your professional and ethical obligations, including those under your state bar rules.

Text message communications

If a firm using the Service has your phone number on file for your case, Closeout may send you text messages on the firm's behalf, including one-time verification codes, notifications that your client portal is ready, and case status updates. Message frequency varies based on activity on your case. Message and data rates may apply.

Reply HELP to any text message for assistance, or STOP at any time to opt out of future text messages. Consent to receive text messages is never a condition of any purchase or service, and phone numbers are not shared with third parties for marketing purposes.

Acceptable use

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. In short, you will not attempt to gain unauthorized access to the Service or another firm’s data, interfere with its operation, reverse engineer it except as permitted by law, upload malicious code, or use the Service to violate any law or the rights of others.

You will not use the Service to store or transmit data you are not legally permitted to process, and you will not represent the Service’s output as legal advice from Closeout.

Your data and content

As between you and Closeout, you own the case, client, document, and settlement data you submit to the Service (“Customer Data”). You grant Closeout a limited license to host, process, and transmit Customer Data solely to provide and support the Service.

Our handling of Customer Data, including our use of de-identified and aggregated data and our sub-processors, is described in the Privacy Policy, which is incorporated into these Terms by reference. Where Closeout processes protected health information on your behalf, it does so as a business associate under a HIPAA Business Associate Agreement.

You are responsible for the accuracy and legality of the Customer Data you provide, and for confirming the outputs the Service surfaces before you rely on them.

De-identified data. Closeout may process Customer Data to create de-identified and aggregated data, meaning data from which you, your clients, any individual, and any matter cannot be identified, de-identified in accordance with 45 CFR 164.514 where protected health information is involved (“De-identified Data”). Examples include how liens of a given type resolve in a given state, typical reductions by lienholder, and how long negotiations take. De-identified Data is not Customer Data, personal data, or protected health information. Closeout owns the De-identified Data it creates and may use, retain, and share it for any lawful purpose, including to operate and improve the Service and to produce benchmarks, insights, and data products. Closeout will not identify you or your clients as a source of De-identified Data, will not attempt to re-identify anyone or any matter, and will not make your records, or any figure computed from your records alone, available to another customer. Nothing in this section limits the Business Associate Agreement or the Data Processing Agreement, which govern Customer Data before it is de-identified.

AI-assisted features

The Service uses artificial intelligence to classify documents, extract fields, flag potential liens, and surface related information. These features are decision-support tools. They can be incomplete or wrong, and they do not replace professional judgment.

You are responsible for reviewing and confirming AI-generated output before acting on it, and no disbursement or other consequential action should be finalized on data a qualified person has not verified.

Fees and payment

Access to paid features is subject to the fees and billing terms in your order or subscription. Unless stated otherwise, fees are non-refundable and exclusive of taxes. We may change fees on renewal with reasonable prior notice.

Any electronic disbursement functionality is provided through regulated third-party payment partners and is subject to their terms. Closeout does not take custody of client funds.

Intellectual property

The Service, including its software, design, and content (excluding Customer Data), is owned by Closeout and its licensors and is protected by intellectual-property laws. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription, and no other rights are granted by implication.

Third-party services

The Service integrates with third-party products, such as case management systems. Your use of those products is governed by their own terms, and Closeout is not responsible for third-party services or their availability.

Disclaimers

The Service is provided “as is” and “as available.” To the fullest extent permitted by law, Closeout disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Closeout does not warrant that the Service will be uninterrupted, error-free, or that its output will be accurate or complete.

Closeout is not a law firm and does not provide legal advice. Nothing in the Service creates an attorney-client relationship.

Limitation of liability

To the fullest extent permitted by law, Closeout will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or data, arising out of or related to the Service. Closeout’s total liability for any claim arising out of these Terms will not exceed the amounts you paid for the Service in the twelve months before the event giving rise to the claim.

Indemnification

You will defend and indemnify Closeout against claims, losses, and expenses arising from your Customer Data, your use of the Service, or your breach of these Terms, except to the extent caused by Closeout’s own violation of these Terms.

Term and termination

These Terms apply while you use the Service. Either party may terminate as set out in your order, or for material breach that is not cured within a reasonable period. On termination, your right to use the Service ends, and you may export your Customer Data for a limited period as described in the Privacy Policy before it is deleted, subject to records we are required to retain.

Changes to the Service or these Terms

We may update the Service and these Terms from time to time. When changes are material, we will provide reasonable notice, and your continued use of the Service after the changes take effect constitutes acceptance of the updated Terms.

Governing law

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The state and federal courts located in Harris County, Texas will have exclusive jurisdiction over any dispute arising out of these Terms, and each party consents to that jurisdiction and venue.