Terms of Service (ToS)

1. Purpose and acceptance

The purpose of these ToS is to define the conditions under which CloseHunt makes its software platform available to the Customer on a SaaS basis (the "Service") and the conditions of use of that Service. They apply to every subscription, whether paid or granted on a trial basis, and to every user acting on behalf of the Customer.

The Service is intended exclusively for professional customers (merchants, companies, independent professionals) acting within the scope of their business activity. The Service is not intended for consumers within the meaning of the French Consumer Code. The contract is concluded at a distance, electronically, between professionals.

Acceptance of the ToS occurs upon account creation, subscription, or any use of the Service, by ticking a checkbox or any equivalent mechanism. Such acceptance is unconditional and constitutes full and complete adherence to these ToS and to the documents they incorporate by reference. The person accepting the ToS represents that they have authority to bind the Customer.

• The ToS constitute the contractual basis for access to and use of the Service;
• The AUP, GTS, DPA and Privacy Policy are incorporated by reference (see Section 18);
• In the event of conflict, the order of precedence set out in Section 18 applies.

2. Definitions

For the interpretation of these ToS, the following capitalised terms have the meanings set out below.

• "Service" or "Platform": all of the SaaS software functionalities published by CloseHunt and accessible online, including the artificial-intelligence agents, the multi-channel sending modules, the automatic-reply functionalities and the compliance functionalities;
• "Customer": the legal entity or professional subscribing to a subscription and acting within the scope of its business activity;
• "User": any natural person authorised by the Customer to access the Service using credentials;
• "Customer Data": all data submitted, imported, configured or targeted by the Customer or its Users via the Service, including the personal data of prospects and contacts (the "Prospect Data");
• "Prospect" or "Recipient": any natural person or professional targeted by the Customer's outreach via the Service;
• "Channel": each of the communication channels available via the Service (email, LinkedIn, WhatsApp, Telegram, Instagram, Messenger, SMS, voice);
• "AI Output": any content, message, draft, summary or transcription generated by the Service's artificial-intelligence functionalities;
• "Aggregated / Anonymised Data": data derived from use of the Service that does not allow identification of either the Customer or any data subject;
• "Documentation": the technical and functional documentation of the Service made available by CloseHunt;
• "AUP": the Acceptable Use Policy; "GTS": the General Terms of Sale; "DPA": the Data Processing Agreement.

3. Description of the Service and accounts

CloseHunt publishes a B2B software tool enabling the Customer to automate its sales outreach by means of artificial-intelligence agents operating autonomously across eight communication channels (email, LinkedIn, WhatsApp, Telegram, Instagram, Messenger, SMS and voice), including an automatic-reply functionality for inbound messages. The Service also provides compliance functionalities (opt-out enforcement, consent and objection logging, suppression lists, assistance with export and erasure in respect of data-subject rights) intended to assist the Customer in meeting its own obligations.

CloseHunt acts as a neutral tooling provider. The Platform executes the Customer's instructions and makes functionalities available to it; CloseHunt does not decide who the recipients are, the content of the messages, or the lawful basis of the outreach, and exercises no control or monitoring over the lawfulness of any particular outreach.

Access to the Service requires the creation of an account. The Customer is responsible for the accuracy of the information provided, the confidentiality of credentials and any activity carried out using its account. The Customer is responsible for the acts of its Users as for its own. The Customer shall promptly notify CloseHunt of any unauthorised use of its account or any security breach.

• The Service is provided online, on a SaaS basis, with no transfer of software to the Customer;
• The Customer is solely responsible for managing its Users' access rights;
• CloseHunt may evolve the Service's functionalities under the conditions of Section 15.

4. Limited license to use

Subject to compliance with these ToS, payment of amounts due and compliance with the AUP, CloseHunt grants the Customer, for the duration of the subscription, a personal, non-exclusive, non-assignable, non-transferable and non-sublicensable right to use the Service, strictly limited to the internal needs of the Customer's business activity and in accordance with the Documentation.

All rights not expressly granted herein are reserved to CloseHunt. The license is revocable and terminates automatically upon expiry or termination of the subscription, as well as in the event of non-payment or breach of the AUP.

The Customer shall not, in particular, copy, modify, decompile, disassemble, reverse-engineer, rent, lend, resell, make available to third parties or exploit the Service beyond the rights expressly granted, save within the mandatory limits permitted by law.

• License limited to the duration of the subscription and to the Customer's internal needs;
• No assignment, sublicensing or making available to third parties without prior written consent;
• All rights not expressly granted remain the property of CloseHunt.

5. Customer obligations and compliance warranties

The Customer uses the Service under its sole responsibility and in accordance with the AUP, which is incorporated by reference into these ToS and forms an integral part thereof. Any breach of the AUP constitutes a material breach of these ToS, entitling immediate suspension or termination under the conditions of Section 13.

The Customer acknowledges and agrees that, in respect of the Prospect Data, it is the DATA CONTROLLER within the meaning of the GDPR: it is the Customer that decides who is to be contacted, on what lawful basis, through which channel, and with what content and frequency. CloseHunt acts as a PROCESSOR, on the Customer's documented instructions, under the conditions of the DPA. The Customer represents and warrants that it has a valid lawful basis for all of its outreach (consent, soft opt-in, duly assessed legitimate interest, or any other applicable basis) and is able to prove it.

The Customer represents and warrants that: (i) it holds all rights, consents and lawful bases necessary in respect of the Customer Data and the persons it targets; (ii) it complies with all applicable laws and regulations, in particular data-protection law (GDPR, ePrivacy, CPCE art. L.34-5) and the marketing and anti-spam law of each recipient's jurisdiction (including CAN-SPAM, TCPA, CASL, PECR), applying the strictest applicable standard; (iii) it complies with the terms of use specific to each channel platform it connects; (iv) it promptly processes and honours every objection, unsubscribe or STOP request and maintains up-to-date suppression lists; and (v) it does not disable, circumvent or neutralise the Service's compliance functionalities.

• Comply with the AUP, incorporated by reference and breach of which is a material breach;
• Warrant that it holds a valid and provable lawful basis for all outreach;
• Assume the role of data controller for Prospect Data and solely determine recipients and content;
• Comply with channel-platform terms (including anti-automation rules and sending limits);
• Honour objections and unsubscribes and never re-contact a person who has objected.

6. Intellectual property

CloseHunt remains the sole owner of all intellectual and industrial property rights in the Service, the Platform, the software, the models, the algorithms, the prompts, the Documentation, the trademarks, logos and any component thereof, as well as in any improvement, enhancement or development of the Service. These ToS do not transfer any intellectual property right to the Customer.

The Customer retains full ownership of its Customer Data. The Customer grants CloseHunt, for the duration of the contract (and for the duration of authorised backups), a worldwide, non-exclusive and royalty-free license to host, copy, process, transmit and display the Customer Data solely in order to provide and secure the Service and to comply with the law.

The Customer assigns to CloseHunt, free of charge and irrevocably, all feedback, suggestions and improvement ideas ("feedback") it communicates, which CloseHunt may freely exploit without consideration. No implied license is granted hereunder.

• CloseHunt retains all rights in the Platform, the models, the software and the Documentation;
• The Customer retains ownership of its Customer Data and grants an operating license to CloseHunt;
• All Customer feedback is assigned to CloseHunt free of charge and irrevocably.

7. Aggregated / Anonymised Data and no AI training

CloseHunt may generate and exploit Aggregated / Anonymised Data, which does not allow identification of either the Customer or any data subject, for the purposes of statistical analysis, benchmarking, security and improvement of the Service. This right survives the end of the contract.

CloseHunt does not use identifiable Customer Data to train its own artificial-intelligence models or those of its sub-processors. Prompts and data transmitted to AI inference providers are sent under contractual commitments excluding their reuse for model-training purposes.

Details of the processing activities, categories of data and sub-processors are set out in the DPA and the Privacy Policy.

• Use by CloseHunt of strictly non-identifying data for improvement and benchmarking purposes;
• No training of AI models on identifiable Customer Data;
• Reference to the DPA for details of processing activities and sub-processors.

8. Third-party services, channel platforms and bring-your-own keys

The Service allows the Customer to connect and use third-party platforms and services, in particular channel platforms (LinkedIn, WhatsApp, Telegram, Instagram, Messenger, as well as SMS and voice carriers) and third-party enrichment providers configured by the Customer using its own API keys ("bring-your-own keys"). These platforms and services are governed by their own terms, entered into directly between the Customer and the relevant third party.

CloseHunt is not a party to these relationships and assumes no liability for the acts, omissions, availability, pricing, changes, restrictions or decisions of these third parties, in particular any measure to throttle, block, suspend, ban or delete the Customer's accounts, numbers or domains by a channel platform or a carrier. The Customer remains solely responsible for complying with each third party's terms and for the lawfulness of the data it imports, in particular enrichment data obtained from third-party providers it has itself chosen and contracted.

Enrichment providers configured by the Customer using its own keys are the Customer's own service providers, which it contracts and controls directly; CloseHunt acts merely as a technical conduit and assumes no liability in their respect.

• Channel platforms and third-party services are governed by their own terms, outside CloseHunt's control;
• CloseHunt is not liable for any blocking, suspension or ban of the Customer's accounts, numbers or domains by a third party;
• Third-party enrichment providers configured by the Customer are the Customer's sole responsibility.

9. Artificial intelligence — no guarantee of results or deliverability

The Customer acknowledges that AI Output is probabilistic in nature, may contain inaccuracies, omissions or inappropriate wording, and that it is solely for the Customer to supervise, review, validate and approve any content before it is sent. CloseHunt is neither the author nor the sender of the messages addressed to Recipients: those messages are sent by the Customer, under its sole responsibility and according to its configuration.

CloseHunt does not guarantee any commercial result, any response, open or conversion rate, any lead quality, any deliverability or inbox placement, any preservation of the Customer's accounts on channel platforms, or any Service uptime. CloseHunt makes no quantified promise of performance or availability.

The Service and its compliance functionalities constitute technical assistance and shall not be construed as legal, tax, compliance or marketing advice. The compliance functionalities do not guarantee the Customer's legal compliance, and the Customer must obtain its own advice on the lawfulness of its outreach.

• The Customer supervises and validates all content before sending; CloseHunt is neither author nor sender;
• No guarantee of results, deliverability, account safety or availability;
• The Service does not constitute legal advice; the Customer obtains its own advice.

10. Warranties and exclusions

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE EXTENT PERMITTED BY LAW, CLOSEHUNT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, SECURITY, AS WELL AS ANY WARRANTY OF UNINTERRUPTED OR ERROR-FREE OPERATION.

CLOSEHUNT IN PARTICULAR DOES NOT GUARANTEE ANY RESULTS, ANY RESPONSE OR CONVERSION RATE, ANY DELIVERABILITY OR INBOX PLACEMENT, ANY LEAD QUALITY OR ANY UPTIME. AS THE CONTRACT IS CONCLUDED BETWEEN PROFESSIONALS, IT EXCLUDES, TO THE EXTENT PERMITTED BY LAW, THE WARRANTY AGAINST HIDDEN DEFECTS (GARANTIE DES VICES CACHÉS).

These exclusions apply within the mandatory limits of applicable law. They shall not deprive of its substance CloseHunt's essential obligation to provide access to the Platform.

• Service provided "as is" and "as available", without express or implied warranty;
• Exclusion, to the extent permitted by law, of the warranty against hidden defects between professionals;
• The exclusions do not deprive of its substance the essential obligation to provide the Service.

11. Limitation of liability

To the extent permitted by law, CloseHunt's aggregate and cumulative liability under or in connection with the contract, on all grounds combined, is limited to the total amount of sums actually paid by the Customer to CloseHunt during the twelve (12) months preceding the event giving rise to liability. The parties acknowledge that this cap constitutes a reasoned allocation of risk reflected in the price of the Service.

To the extent permitted by law, CloseHunt shall not be liable for any indirect, incidental, special or consequential damages, nor for any loss of profits, revenue, data, goodwill, business opportunities or reputation, nor for any unforeseeable loss within the meaning of Article 1231-3 of the French Civil Code. CloseHunt is not liable for regulatory fines or penalties, blocking or banning measures by channel platforms, or harm to sending reputation resulting from the Customer's outreach.

Nothing in these ToS has the effect of excluding or limiting liability that cannot be so excluded or limited under applicable law, in particular in the event of gross negligence (faute lourde), wilful misconduct (faute dolosive), personal injury or death. Nor does this clause apply to the Customer's payment obligations or to its indemnification obligations under Section 12, which are not capped.

• Aggregate cap = sums actually paid during the 12 months preceding the triggering event;
• Exclusion of indirect and consequential damages and of any loss of profits, data or opportunities;
• Mandatory carve-out: gross negligence, wilful misconduct, personal injury and death remain non-excludable;
• The Customer's indemnification obligation (Section 12) and payment obligations are not capped.

12. Indemnification by the Customer

The Customer undertakes to defend, indemnify and hold harmless CloseHunt, its officers, employees, sub-processors and affiliates against any claim, action, investigation or penalty by a third party or an authority (including the CNIL, FTC, FCC, ICO, data-protection authorities, carriers and platforms), as well as against all damages, fines, penalties, awards, costs and expenses (including reasonable defence and attorney's fees) arising out of or relating to: (i) the Customer Data and the persons targeted by the Customer; (ii) the lawfulness of the Customer's outreach, including the lawful basis, consent, compliance with anti-spam and anti-solicitation rules and the rules of each channel platform; (iii) any breach of the AUP; (iv) any breach by the Customer of data-protection regulations in its capacity as controller; and (v) any infringement of third-party rights, in particular intellectual property rights, arising from the Customer's content or data.

This indemnification obligation is not subject to any liability cap and survives the expiry or termination of the contract. CloseHunt will notify the Customer of any covered claim within a reasonable time, may participate in its defence through counsel of its choice and at its own expense, and the Customer may not settle in a manner that imposes any obligation or admission of liability on CloseHunt without its prior written consent.

By way of consideration and balance, CloseHunt will indemnify the Customer against any third-party claim that use of the Platform, in its unmodified version and in accordance with the Documentation and the AUP, infringes a third party's intellectual property right; this indemnity, subject to the cap in Section 11, does not apply to claims arising from a modification, an unauthorised combination, the Customer's content or data, or use that does not comply with the Documentation or the AUP. CloseHunt may, at its option, cause the infringement to cease, replace or modify the affected element, or terminate access and refund the unused portion of the subscription.

• The Customer indemnifies CloseHunt for claims relating to its data, its outreach and any breach of the AUP or the law;
• The indemnity covers defence costs and regulatory penalties, uncapped and beyond termination;
• In return, CloseHunt grants a non-infringement indemnity limited to the unmodified Platform, subject to the cap in Section 11.

13. Suspension and termination

CloseHunt may immediately suspend or terminate, in whole or in part, access to the Service, without notice, without prior formal notice and without incurring liability, in the event of breach of the AUP, actual or suspected unlawful or abusive outreach, a threat to deliverability, security or shared sending reputation, a risk to other customers or channel platforms, non-payment, or where required by law or an authority. In such cases, CloseHunt may disconnect the relevant channels and preserve evidence.

For ordinary breaches of these ToS, CloseHunt will issue a formal notice that remains uncured for a reasonable period (failing which, fifteen days) before terminating, in accordance with Articles 1224 to 1230 of the French Civil Code. Either party may terminate the subscription under the conditions set out in the GTS.

Suspension or termination for breach does not give rise to any refund and does not relieve the Customer of payment of amounts due. Upon termination of the contract, the license ends, access is interrupted, and the Customer has an export window for its Customer Data before its deletion under the conditions of the DPA.

• Immediate suspension or termination, without notice or refund, for breach of the AUP or unlawful or abusive activity;
• Prior formal notice for ordinary breaches (Articles 1224 to 1230 of the French Civil Code);
• Upon termination, end of the license, export window, then deletion of Customer Data under the DPA.

14. Force majeure

Neither party shall be held liable for any non-performance or delay resulting from a force majeure event meeting the three cumulative criteria of Article 1218 of the French Civil Code: an event beyond the debtor's control, which could not reasonably have been foreseen at the time the contract was concluded and whose effects cannot be avoided by appropriate measures.

By way of illustration and without limitation, such events may include: failures or unavailability of hosting, AI inference, messaging, SMS or voice providers, failures of telecommunications networks or the internet, cyberattacks, natural disasters, acts of public authorities, conflicts and epidemics. The Customer's payment obligations are not suspended by a force majeure event.

If the force majeure event continues beyond thirty (30) days, either party may terminate the contract automatically, without compensation, by written notice.

• Force majeure assessed under the three criteria of Article 1218 of the French Civil Code;
• Illustrative and non-exhaustive list; payment obligations are not suspended;
• Termination possible if the event continues beyond 30 days.

15. Changes to the ToS and the Service

CloseHunt may evolve the Service and update these ToS, the AUP, the GTS and the other incorporated documents, prospectively, in particular to take account of technical, legal or regulatory developments. Any material change adverse to the Customer will be notified to it by a reasonable means before it takes effect.

Continued use of the Service after the changes take effect constitutes acceptance thereof. In the absence of acceptance of a material change, the Customer may terminate its subscription under the conditions of the GTS.

CloseHunt maintains an effective date and a version history in order to evidence the prospective nature of the changes.

• Changes to the Service and the ToS applying prospectively only;
• Prior notification of material adverse changes;
• Continued use constitutes acceptance; failing which, a right to terminate.

16. Assignment

The Customer may not assign or transfer, whether for consideration or free of charge, all or part of its rights and obligations hereunder without CloseHunt's prior written consent.

CloseHunt may freely assign or transfer the contract, in whole or in part, to an affiliate or in the context of a merger, acquisition, restructuring or asset sale.

These ToS shall benefit and bind the permitted assigns and successors of each party.

• Assignment by the Customer subject to CloseHunt's prior written consent;
• Free assignment by CloseHunt to an affiliate or in the context of a securities or asset transaction;
• The contract binds permitted assigns and successors.

17. Severability

If any provision of these ToS is held to be void, unlawful, unenforceable or deemed unwritten, in particular under Articles 1170 or 1171 of the French Civil Code or Article L.442-1 of the French Commercial Code, that provision shall be deemed unwritten or reduced to the maximum extent permitted by law, without affecting the validity of the other provisions.

The parties shall endeavour to replace the affected provision with a valid provision pursuing, as far as possible, the same economic and legal objective.

No waiver of the right to invoke a provision may result from the mere fact of not having relied upon it.

• An invalid provision is deemed unwritten or reduced, without affecting the remainder of the contract;
• Replacement with a valid provision of equivalent economic scope;
• No tacit waiver of the right to invoke a provision.

18. Entire agreement and order of precedence

These ToS, together with the AUP, the GTS, the DPA, the Privacy Policy and, where applicable, the order form, constitute the entire agreement between the parties and supersede any prior agreement or exchange relating to the same subject matter. They exclude the application of the Customer's general purchasing terms or any other Customer document.

In the event of conflict, the following order of precedence applies: (i) the DPA for data-protection matters; (ii) the order form for commercial terms; (iii) the GTS; (iv) these ToS; (v) the AUP. The DPA supplements and clarifies these ToS as regards the processing of personal data.

These ToS incorporate the AUP by reference and refer to the GTS and the DPA, which form an integral part of the agreement between the parties.

• The contractual suite (ToS, AUP, GTS, DPA, Privacy Policy, order form) forms the entire agreement;
• Exclusion of the Customer's general purchasing terms;
• Defined order of precedence, with the DPA prevailing for data protection.

19. Sub-processors

To provide the Service, CloseHunt relies on sub-processors, presented by category / function in order to preserve technical and commercial confidentiality.

The detailed list of sub-processors, the procedures for notifying any change and the Customer's right to object are set out in the DPA. Third-party enrichment providers configured by the Customer using its own keys are not CloseHunt sub-processors but the Customer's own service providers.

The categories of sub-processors are as follows.

• Cloud hosting / infrastructure (Scaleway SAS, France/EU);
• AI inference (OpenAI, Anthropic);
• Payment (Stripe);
• Email deliverability infrastructure;
• Social and instant-messaging infrastructure;
• SMS gateway;
• Voice-calling infrastructure.

20. Legal notices and host

This Service is published by [DENOMINATION], a [FORME_SOCIALE] with share capital of [CAPITAL_SOCIAL], having its registered office at [ADRESSE_SIEGE], registered with the [RCS_VILLE] Trade and Companies Register under number [SIREN], intra-EU VAT number [TVA_INTRA]. Publication director: [DIRECTEUR_PUBLICATION]. Contact: [email protected].

The Service is hosted by Scaleway SAS, 8 rue de la Ville l'Évêque, 75008 Paris, France.

These notices are provided in accordance with Article 1-1 of Law No. 2004-575 of 21 June 2004 on confidence in the digital economy (LCEN), as amended by Law No. 2024-449 of 21 May 2024.

21. Contacts

The Customer may send its requests to the following addresses according to their subject matter.

• Legal and contractual questions: [email protected];
• Data protection: [email protected] and [email protected];
• Technical support: [email protected];
• Public opt-out page: https://closehunt.io/opt-out.

22. Governing law and jurisdiction

These ToS are governed by French law, to the exclusion of its conflict-of-laws rules.

The parties shall endeavour to resolve amicably any dispute arising from the formation, performance or interpretation of these ToS; they may in particular have recourse to the French business ombudsman (médiateur des entreprises) before any litigation.

FAILING AN AMICABLE SETTLEMENT, ANY DISPUTE RELATING TO THE FORMATION, PERFORMANCE OR INTERPRETATION OF THESE TERMS SHALL, BETWEEN MERCHANTS, FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT (TRIBUNAL DE COMMERCE) OF [VILLE_SIEGE], NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY PROCEEDINGS.

• French law applicable, to the exclusion of conflict-of-laws rules;
• Pursuit of an amicable solution, with possible recourse to the business ombudsman;
• Exclusive jurisdiction of the Commercial Court of [VILLE_SIEGE] between merchants.