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Terms of use

Effective October 20, 2026 · Last updated October 20, 2026

1. Acceptance of Terms

These Terms of Use (“Terms”) constitute a legally binding agreement between you (“Customer,” “User,” or “you”) and Owl Media and Design, LLC, operating as ExaClose (“ExaClose,” “we,” “us,” or “our”).

These Terms govern your access to and use of the ExaClose website, applications, APIs, artificial intelligence services, integrations, and related products (collectively, the “Services”).

By creating an account, purchasing a subscription, or accessing the Services, you agree to these Terms and our Privacy Policy.

If you use ExaClose on behalf of a business or organization, you represent that you have authority to bind that organization to these Terms.

If you do not agree, you must not use the Services.

2. Description of Services

ExaClose is a software-as-a-service (SaaS) platform designed to help businesses capture, organize, qualify, communicate with, and manage sales leads.

Depending on the subscription plan and enabled integrations, ExaClose may provide:

  • Lead capture and management.
  • Customer relationship management (CRM).
  • AI-powered lead qualification and assistance.
  • Automated voice and telephone interactions.
  • Email and SMS communications.
  • Sales pipeline and opportunity tracking.
  • Workflow and follow-up automation.
  • Customer and business data synchronization.
  • Accounting and invoicing integrations.
  • Analytics, reporting, and conversion tracking.
  • APIs and third-party service integrations.

Features may be added, modified, limited, or discontinued as the platform evolves, subject to applicable contractual obligations.

3. Account Registration and Eligibility

You must be at least 18 years old and legally capable of entering into a binding agreement to create an ExaClose account.

You agree to:

  1. Provide accurate account and business information.
  2. Maintain the confidentiality of your credentials.
  3. Restrict unauthorized access to your account.
  4. Keep account and billing information current.
  5. Notify ExaClose promptly of suspected unauthorized activity.
  6. Accept responsibility for activity conducted through your account, except to the extent caused by ExaClose’s breach of its obligations.

You may not share credentials in a manner that bypasses applicable subscription or user limits.

ExaClose may require additional verification to protect the platform against fraud and abuse.

4. Subscription Plans and Billing

4.1 Paid Subscriptions

Certain features require a paid subscription.

Subscription pricing, included features, usage limits, and billing intervals will be disclosed at the time of purchase.

4.2 Automatic Renewal

Unless otherwise stated at checkout, paid subscriptions automatically renew at the end of each billing period until canceled.

By purchasing a recurring subscription, you authorize the applicable payment provider to charge your selected payment method for recurring subscription fees and applicable taxes.

4.3 Cancellation

You may cancel your subscription through available account billing controls or by contacting ExaClose support.

Cancellation generally prevents renewal for the next billing period. Access to paid features ordinarily continues through the end of the current paid period unless otherwise specified.

4.4 Refunds

Except where required by law or expressly stated in a separate refund policy or purchase agreement, subscription fees are non-refundable after the applicable billing period begins.

This provision does not limit non-waivable statutory rights.

4.5 Pricing Changes

ExaClose may change subscription pricing upon advance notice as required by applicable law.

Pricing changes for recurring subscriptions will generally apply to a future renewal rather than retroactively to an already-paid period.

5. Usage-Based Services and Third-Party Charges

Certain ExaClose features may incur usage-based charges, including:

  • AI voice assistant minutes.
  • Telephone calls.
  • SMS and messaging.
  • AI model requests and token consumption.
  • Email delivery.
  • Premium integrations.
  • Other metered services.

Applicable rates, allowances, and overage charges will be disclosed through the relevant pricing terms, order form, or account interface.

Where customers connect their own third-party accounts, those providers may bill customers separately under their own agreements.

Customers are responsible for charges incurred through authorized use of their accounts, subject to applicable billing agreements and dispute rights.

ExaClose may establish reasonable usage limits or temporarily restrict excessive consumption to protect platform stability and prevent abuse.

6. Customer Data Ownership

6.1 Ownership

As between ExaClose and the Customer, the Customer retains ownership of all lead records, contact lists, customer information, communications, uploaded materials, and other data submitted to the Services (“Customer Data”).

ExaClose does not acquire ownership of Customer Data merely because it is stored or processed through the platform.

6.2 Limited License

The Customer grants ExaClose a limited, non-exclusive right to host, process, transmit, reproduce, and otherwise use Customer Data solely as reasonably necessary to:

  • Provide the Services.
  • Perform requested integrations and automations.
  • Maintain security and reliability.
  • Provide technical support.
  • Comply with legal obligations.
  • Enforce applicable agreements.

This license ends when Customer Data is deleted, except for information lawfully retained under applicable agreements or legal requirements.

6.3 Customer Responsibility

The Customer represents that it has all necessary rights, permissions, and lawful bases to collect, upload, and process Customer Data through ExaClose.

Customers are responsible for the accuracy, legality, and content of their data.

7. Artificial Intelligence Services

7.1 AI Integrations

ExaClose may use third-party artificial intelligence providers, including:

  • OpenAI.
  • Anthropic Claude.
  • Vapi and its underlying voice AI providers.
  • Other AI services introduced or enabled through the platform.

AI functionality may include lead scoring, qualification, content generation, call handling, summaries, and automated workflow execution.

7.2 AI Output Disclaimer

AI-generated outputs may contain errors, omissions, inaccurate statements, or inappropriate recommendations.

ExaClose does not guarantee that AI-generated content is accurate, complete, unique, or suitable for any particular purpose.

Customers are responsible for reviewing AI-generated information before relying on it for significant business, financial, legal, or operational decisions.

7.3 Human Oversight

Customers must maintain appropriate human oversight over automated communications and consequential decisions.

Customers must not use ExaClose AI features to make unlawful discriminatory decisions or other decisions prohibited by applicable law.

7.4 AI Provider Processing

By enabling AI integrations, the Customer authorizes ExaClose to transmit information reasonably necessary to perform requested AI operations to the applicable providers.

Processing is subject to the relevant provider agreements, applicable privacy commitments, and ExaClose’s Privacy Policy.

7.5 No Guaranteed Results

ExaClose does not guarantee that AI assistants will generate leads, schedule appointments, close sales, increase revenue, or achieve specific business outcomes.

8. Automated Calling, SMS, and Communications

Customers using telephone, voice AI, SMS, or automated communication features must comply with all applicable laws and regulations, including, where applicable:

  • Telephone Consumer Protection Act (TCPA).
  • Telemarketing Sales Rule (TSR).
  • CAN-SPAM Act.
  • Applicable state telemarketing and privacy laws.
  • Do Not Call requirements.
  • Call recording and interception laws.
  • Carrier messaging requirements.
  • Applicable consent and opt-out rules.

Customers are responsible for obtaining and documenting legally sufficient consent before initiating communications that require consent.

This may include consent for automated or AI-generated calls, prerecorded or artificial voice messages, text messages, and call recording.

The level and form of consent required depend on the communication, technology, recipient, jurisdiction, and applicable law.

8.3 AI Voice Disclosure

Where required by law, customers must disclose that recipients are interacting with an artificial intelligence assistant or automated system.

Customers must not configure AI assistants to deceptively impersonate individuals or organizations.

8.4 Opt-Out Requests

Customers must promptly honor legally valid opt-out, unsubscribe, and do-not-call requests.

Customers must not use ExaClose to knowingly contact individuals in violation of applicable suppression requirements.

8.5 Prohibited Communications

ExaClose must not be used to:

  • Conduct unlawful robocalling or mass messaging.
  • Send fraudulent or deceptive communications.
  • Harass, threaten, or intimidate recipients.
  • Conduct phishing or impersonation attacks.
  • Circumvent messaging provider safeguards.
  • Misrepresent a caller’s identity unlawfully.
  • Send communications without legally required authorization.

ExaClose may suspend communication functionality where it reasonably determines that activity violates these Terms or presents material legal or security risks.

9. Email and SMTP Integrations

Customers may connect authorized SMTP servers or email delivery providers to send communications through ExaClose.

Customers are responsible for:

  • Maintaining valid authorization to use connected email accounts.
  • Complying with applicable email marketing laws.
  • Providing required sender identification and unsubscribe mechanisms.
  • Honoring opt-out requests.
  • Maintaining appropriate domain authentication where applicable.
  • Avoiding spam, phishing, and abusive messaging.
  • Protecting SMTP credentials and related access tokens.

ExaClose may restrict email functionality when necessary to protect the Services or prevent abuse.

Email delivery is dependent on third-party networks, provider policies, sender reputation, and recipient systems. Delivery is not guaranteed.

10. Third-Party Integrations

ExaClose may support integrations with QuickBooks, Twilio, Vapi, OpenAI, Anthropic, SMTP providers, and other external services.

By enabling an integration, the Customer authorizes ExaClose to exchange information with that provider within the permissions granted and functionality requested.

Third-party integrations may be governed by separate terms, fees, and privacy policies.

ExaClose does not control the independent operation, availability, or policies of third-party services.

We may modify or discontinue integrations when reasonably necessary due to provider changes, security concerns, legal requirements, or technical limitations.

Customers are responsible for maintaining valid credentials, permissions, and third-party subscriptions.

11. QuickBooks and Financial Data

ExaClose may allow customers to synchronize accounting records, customer information, invoices, payment statuses, and related financial information with QuickBooks.

Customers acknowledge that:

  • They authorize the specific accounting data access enabled through the integration.
  • They remain responsible for verifying synchronized financial records.
  • ExaClose is not an accounting firm or financial adviser.
  • AI-generated financial summaries or recommendations are informational.
  • Synchronization errors, delays, or duplicate records may occur.

ExaClose does not guarantee the accuracy of third-party accounting data or the suitability of synchronized information for tax, financial reporting, or regulatory purposes.

12. Acceptable Use

Customers must not use ExaClose to:

  1. Violate applicable laws or regulations.
  2. Collect or process personal information unlawfully.
  3. Send spam or unauthorized communications.
  4. Conduct fraudulent or deceptive business activities.
  5. Distribute malware or malicious code.
  6. Attempt unauthorized access to systems or accounts.
  7. Interfere with platform security or availability.
  8. Reverse engineer the Services except where permitted by law.
  9. Resell or sublicense the Services without authorization.
  10. Circumvent usage limits, security controls, or billing systems.
  11. Use AI features for unlawful impersonation or deception.
  12. Upload content that infringes third-party intellectual property rights.
  13. Process prohibited or highly sensitive information without appropriate authorization and safeguards.

ExaClose reserves the right to investigate suspected violations and take proportionate action, including suspension or termination where appropriate.

13. Data Protection and Security

ExaClose implements reasonable technical and organizational safeguards designed to protect Customer Data.

Customers acknowledge that no internet-connected system is completely secure.

Customers must implement appropriate account security, manage user permissions, and maintain secure integration credentials.

Each party will comply with applicable data protection laws governing its respective processing activities.

Where required, the parties will enter into an appropriate Data Processing Agreement.

14. Confidentiality

Each party may receive nonpublic business, technical, financial, or customer information from the other party (“Confidential Information”).

The receiving party agrees to:

  • Use Confidential Information only for authorized purposes.
  • Protect it using reasonable care.
  • Restrict access to personnel and providers with a legitimate need to know.
  • Avoid unauthorized disclosure.

Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, lawfully received without restriction, or required to be disclosed by law.

15. Intellectual Property

ExaClose and its licensors retain ownership of the platform, software, branding, designs, interfaces, source code, documentation, and related intellectual property.

Customers receive a limited, non-exclusive, non-transferable right to access and use the Services during the applicable subscription period, subject to these Terms.

No ownership interest in ExaClose intellectual property is transferred to the Customer.

Customer ownership of Customer Data remains unaffected.

16. Service Availability

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

Service interruptions may result from maintenance, security incidents, infrastructure issues, third-party outages, or events beyond our reasonable control.

We may perform maintenance, deploy updates, or temporarily restrict functionality when reasonably necessary.

Any separately agreed service level commitments will govern where applicable.

17. Account Suspension and Termination

ExaClose may suspend or terminate access when reasonably necessary because of:

  • Material violations of these Terms.
  • Fraudulent or unlawful activity.
  • Serious security threats.
  • Nonpayment following applicable notice or cure periods.
  • Abuse of communication or AI services.
  • Legal or regulatory requirements.

Where reasonably practicable, ExaClose will provide notice and an opportunity to resolve the issue before termination.

Customers may terminate their accounts according to applicable subscription and cancellation procedures.

Following termination, access to the Services may end, and Customer Data will be handled in accordance with applicable agreements and our retention procedures.

18. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE WRITTEN AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

EXACLOSE DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT TO THE EXTENT PERMITTED BY LAW.

EXACLOSE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM ALL SECURITY RISKS.

EXACLOSE DOES NOT GUARANTEE ANY PARTICULAR LEAD CONVERSION RATE, SALES RESULT, REVENUE INCREASE, OR BUSINESS OUTCOME.

Nothing in these Terms excludes warranties or rights that cannot legally be excluded.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXACLOSE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST BUSINESS OPPORTUNITIES ARISING FROM THE SERVICES.

EXCEPT FOR LIABILITIES THAT CANNOT LAWFULLY BE LIMITED, EXACLOSE’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER TO EXACLOSE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the legal theory asserted, to the extent permitted by applicable law.

20. Indemnification

To the extent permitted by law, the Customer agrees to defend, indemnify, and hold harmless ExaClose and its officers, employees, and representatives from third-party claims, damages, liabilities, and reasonable expenses arising from:

  • The Customer’s unlawful use of the Services.
  • Customer Data that infringes third-party rights.
  • Unauthorized or unlawful calling, texting, or email activities.
  • The Customer’s failure to obtain legally required consent.
  • Material violations of these Terms.

This obligation does not apply to the extent a claim results from ExaClose’s own negligence, misconduct, or breach of its obligations.

21. Changes to the Services and Terms

ExaClose may update the Services or these Terms to reflect changes in functionality, business operations, technology, or legal requirements.

We will provide reasonable notice of material changes where required by law or contract.

Material changes will not retroactively eliminate accrued rights or remedies.

If you do not agree to updated Terms, you may discontinue use and cancel your subscription, subject to applicable agreements and legal rights.

22. Governing Law and Disputes

These Terms are governed by the laws of the State of Texas, United States, without regard to conflict-of-law principles, except where applicable law requires otherwise.

Unless the parties agree to another lawful dispute resolution process, disputes arising from these Terms will be brought before courts of competent jurisdiction in Austin, Texas, subject to applicable jurisdictional and consumer protection laws.

Before initiating litigation, the parties agree to make a good-faith effort to resolve disputes through written notice and reasonable discussion, except where urgent legal relief is necessary.

23. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain effective to the extent permitted by law.

24. Entire Agreement

These Terms, together with the Privacy Policy, applicable order forms, Data Processing Agreements, and other expressly incorporated agreements, constitute the agreement governing use of the Services.

In the event of a conflict, a separately executed agreement will control to the extent expressly specified in that agreement.

25. Contact Information

For legal notices, account questions, or inquiries about these Terms, contact:

ExaClose
Owl Media and Design, LLC
[email protected]
https://www.exaclose.com