Terms and Conditions

1. Introduction and Acceptance

These Terms and Conditions ("Terms," "Terms of Service," or "Agreement") govern your access to and use of the services, website, and software applications (collectively, the "Services") provided by Rank and Close LLC ("Rank and Close," "we," "us," or "our"), a limited liability company organized under the laws of the State of Delaware, United States.

By accessing or using the Services, creating an account, or clicking "I agree" (or similar language), you ("you," "your," or "User") acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "your" will refer to that organization.

If you do not agree to these Terms in their entirety, you may not access or use the Services. These Terms expressly supersede any prior written or oral agreements, communications, or other arrangements between you and Rank and Close relating to the subject matter hereof.

2. Changes to These Terms

We reserve the right, at our sole discretion, to modify, amend, or update these Terms at any time. When we make material changes, we will provide notice by:

• Posting the updated Terms on this page with a revised "Last updated" date;
• Sending an email to the address associated with your account;
• Displaying a notice within the Services prior to the changes taking effect.

Material changes will become effective no sooner than thirty (30) days after we provide notice, except for changes addressing new features, legal compliance, or urgent security matters, which may take effect immediately. Your continued use of the Services after any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services and terminate your account.

3. Account Registration and Security

3.1 Eligibility

You must be at least eighteen (18) years of age, or the age of majority in your jurisdiction, to use the Services. By creating an account, you represent and warrant that:

• You are of legal age to form a binding contract;
• You are not barred from receiving the Services under the laws of the United States, your country of residence, or any other applicable jurisdiction;
• All registration information you submit is truthful, accurate, current, and complete;
• You will maintain the accuracy of such information and promptly update it as necessary.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials, including your password, and for all activities that occur under your account. You agree to:

• Use strong, unique passwords and enable multi-factor authentication where available;
• Notify us immediately of any unauthorized use of your account or any other breach of security;
• Ensure that you log out from your account at the end of each session when using a shared or public device;
• Not share your account credentials with any third party or allow any third party to access your account.

Rank and Close will not be liable for any loss or damage arising from your failure to comply with the above security obligations.

3.3 Account Suspension and Termination

We reserve the right to suspend, restrict, or terminate your account and access to the Services at any time, with or without notice, for conduct that we believe violates these Terms, is harmful to other users, us, or third parties, or for any other reason in our sole discretion, including but not limited to non-payment.

4. Description of Services

Rank and Close provides a software-as-a-service (SaaS) platform that uses artificial intelligence and machine learning to help sales teams identify, prioritize, and close deals. The specific features, functionality, and availability of the Services may change from time to time.

We do not guarantee that the Services will be uninterrupted, timely, secure, or error-free. We make no warranty that the results obtained from the use of the Services will be accurate, reliable, or suitable for your particular purposes.

5. Subscription Plans and Payment Terms

5.1 Subscription Plans

We offer various subscription plans, which may include monthly, annual, or custom enterprise plans. The specific features, limits, and pricing for each plan are described on our pricing page or in a separate order form. By selecting a plan and providing payment information, you agree to pay all applicable fees for that plan.

5.2 Payment Processing

All payments are processed securely through Stripe, Inc. ("Stripe"). By subscribing to a paid plan, you authorize us and Stripe to charge your designated payment method for all applicable fees, including applicable taxes, on a recurring basis until you cancel your subscription. You agree to provide current, complete, and accurate billing and contact information.

Stripe's services are subject to the Stripe Services Agreement and Stripe Privacy Policy. Rank and Close does not store your full payment card details; such information is collected and stored directly by Stripe.

5.3 Auto-Renewal and Cancellation

Unless otherwise stated, subscriptions automatically renew at the end of each billing period for an equivalent period. You may cancel your subscription at any time through your account settings or by contacting our support team. Cancellation will take effect at the end of the current billing period, and you will not receive a refund for any fees already paid.

If you cancel, your account will remain active until the end of your current billing period, after which it will be downgraded or terminated in accordance with our then-current policies.

5.4 Price Changes

We may change the fees for our Services at any time. For existing subscribers, price changes will take effect at the start of the next billing period following notice. We will provide reasonable advance notice of any material price changes via email or within the Services.

5.5 Free Trials

We may offer free trials of paid plans from time to time. Free trials provide access to certain features for a limited time without charge. At the end of the trial period, you will be automatically charged for the selected plan unless you cancel before the trial ends. We reserve the right to modify or discontinue free trials at any time.

5.6 Refunds

Except as required by applicable law or as expressly stated in a separate agreement, all fees are non-refundable. If you believe you are entitled to a refund, please contact our support team, and we will review your request in good faith.

6. User Content and Data

6.1 Your Data

You retain all ownership rights to any data, content, or materials ("User Content") that you upload, submit, or transmit through the Services. You grant Rank and Close a limited, non-exclusive, royalty-free license to use, reproduce, modify, and distribute your User Content solely for the purpose of providing and improving the Services.

6.2 Prohibited Content

You agree not to upload, submit, or transmit any User Content that:

• Is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
• Infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
• Contains software viruses, worms, or any other malicious code;
• Violates any applicable law or regulation;
• Contains personal data of individuals without a lawful basis for processing;
• Constitutes unsolicited or unauthorized advertising, promotional materials, or spam.

6.3 Data Processing

Our collection and use of personal data is governed by our Privacy Policy. If you are a business customer and process personal data of your end-users through the Services, you acknowledge and agree that Rank and Close acts as a data processor and you act as a data controller under applicable data protection laws. You are responsible for ensuring that you have a lawful basis for processing such personal data and for complying with your obligations as a data controller.

7. Acceptable Use Policy

In addition to the prohibitions set forth elsewhere in these Terms, you agree not to:

• Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services;
• Use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission;
• Attempt to gain unauthorized access to any portion of the Services, other accounts, or any systems or networks connected to the Services;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services;
• Resell, sublicense, lease, or otherwise commercialize the Services without our prior written consent;
• Circumvent or attempt to circumvent any usage limits, access controls, or security measures;
• Use the Services for any illegal or unauthorized purpose.

8. Intellectual Property Rights

8.1 Our Ownership

The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement thereof) are owned by Rank and Close, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

8.2 Limited License

Subject to your compliance with these Terms, Rank and Close grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term of your subscription.

8.3 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you hereby assign to Rank and Close all rights, title, and interest in and to such Feedback, and you agree that we may use such Feedback for any purpose without compensation or attribution to you.

9. Confidentiality

Each party agrees to protect and hold confidential all Confidential Information (defined as any non-public, proprietary, or confidential information disclosed by one party to the other) of the other party. Neither party will use or disclose Confidential Information except as necessary to perform its obligations or exercise its rights under these Terms, or with the prior written consent of the disclosing party.

This confidentiality obligation does not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

RANK AND CLOSE DOES NOT WARRANT THAT: (A) THE SERVICES WILL FUNCTION UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RANK AND CLOSE, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICES; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT SHALL RANK AND CLOSE'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE AMOUNT YOU HAVE PAID TO RANK AND CLOSE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS ($100), WHICHEVER IS GREATER.

12. Indemnification

You agree to defend, indemnify, and hold harmless Rank and Close and its licensees, licensors, employees, contractors, agents, officers, and directors from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Services; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your User Content caused damage to a third party.

13. Term and Termination

These Terms shall remain in full force and effect for so long as you use the Services or maintain an active subscription. You may terminate these Terms at any time by discontinuing use of the Services and canceling your subscription.

We may terminate or suspend your account immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms and any dispute arising out of or relating to them or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

14.2 Arbitration Agreement

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Wilmington, Delaware, before a single arbitrator administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND RANK AND CLOSE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Notwithstanding the foregoing, either party may bring an individual action in small claims court or seek injunctive or other equitable relief in a court of competent jurisdiction.

14.3 Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING WILL BE CONDUCTED ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST RANK AND CLOSE.

15. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (except for obligations to pay money) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, facilities, fuel, energy, labor, or materials, or failures of telecommunications or internet service providers.

16. Severability and Waiver

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect. No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term.

17. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Rank and Close's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. Rank and Close may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

18. Export Compliance

You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and you are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with all applicable export and re-export control laws and regulations.

19. Third-Party Beneficiaries

Except as expressly stated in these Terms, nothing herein is intended to confer any rights, remedies, or benefits upon any person other than the parties hereto and their respective successors and permitted assigns.

20. Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices published by us on the Services, constitute the entire agreement between you and Rank and Close regarding the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter hereof.

21. Contact Information

If you have any questions about these Terms, please contact us: