Terms of Service

By accessing or using the ClosedCoach platform and services (collectively, the “Service”) at closedcoach.com or any related subdomain, you agree to be bound by these Terms. If you do not agree, do not use the Service.

These Terms are a legally binding agreement between you (“User,” “Administrator,” or “Enterprise Licensee,” as applicable) and Platinum Rule Consulting IP Holdings LLC, an Arizona limited liability company (“ClosedCoach,” “Company,” “we,” “us,” or “our”).

We may modify these Terms from time to time. If we make material changes, we will provide notice by email or in-app notification at least 30 days before the changes take effect. Your continued use after the effective date constitutes acceptance of the revised Terms. If you do not agree to changes, you must stop using the Service and may cancel your subscription before they take effect.

ClosedCoach is an AI-powered sales coaching platform that delivers interactive voice roleplay sessions, AI-driven scoring, performance analytics, and team management tools. Key features include:

• Live and recorded voice roleplay sessions with AI personas
• Automated session scoring and coaching feedback
• Performance tracking, learning paths, and reporting dashboards
• Administrative controls for team and organization management

The Service is delivered with the support of third-party service providers and sub-processors, including providers of AI language models, voice infrastructure, application hosting, database and authentication, and payment processing. A current list of our sub-processors is maintained in our Privacy Policy. By using the Service, you acknowledge that your use is subject to the terms and privacy policies of these third-party providers, as further described in Section 10.

You must be at least 18 years of age and have the legal authority to enter a binding contract. By registering, you represent that all information you provide is accurate, current, and complete.

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activity that occurs under your account
• Notifying us immediately of any unauthorized use at legal@closedcoach.com

ClosedCoach reserves the right to refuse registration, suspend, or terminate any account at its sole discretion.

You agree to use the Service only for lawful purposes. You may not:

• Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive source code, prompts, algorithms, scoring systems, AI methodologies, or any other proprietary technology
• Reproduce, sell, resell, or exploit any portion of the Service without written permission
• Attempt to extract, replicate, or benchmark ClosedCoach’s prompts, scoring methodologies, coaching logic, or machine learning workflows
• Use the Service, its outputs, or anything learned through it to develop, train, or improve a competing product or service
• Use Service outputs to train, fine-tune, or benchmark any AI, machine learning, or voice platform
• Export, scrape, mirror, or bulk-download data from the Service without written authorization
• Circumvent, disable, or interfere with security features
• Use automated bots or scripts to access the Service without prior written approval
• Attempt unauthorized access to any account, system, or network connected to the Service
• Use a white-label deployment to compete with ClosedCoach or offer the Service to third parties outside your Enterprise Agreement
• Share, expose, or distribute API keys, access credentials, or integration endpoints
• Transmit unlawful, harmful, defamatory, or fraudulent content

All fees are in USD and billed in advance on a monthly or annual basis.

5.1 Billing. By providing payment information, you authorize ClosedCoach to charge your designated payment method for applicable subscription fees at the start of each billing period. Pricing may change with reasonable prior notice.

5.2 No Refunds. All subscription fees are non-refundable except as required by law. This includes partial months, unused seats, and early cancellation of annual plans.

5.3 Cancellation. Cancel any time through your account settings or by emailing legal@closedcoach.com. Cancellation takes effect at the end of the current billing period; access continues through that date.

5.4 Delinquency. Failure to pay may result in suspension or termination. ClosedCoach reserves the right to pursue collection of outstanding amounts.

5.5 Automatic Renewal. Unless you cancel before the end of the then-current billing period, your subscription automatically renews for successive periods of the same length at the then-current rates. ClosedCoach will present renewal terms clearly and conspicuously at purchase and obtain your affirmative consent. For annual plans, we will send a renewal reminder by email before the renewal date. Certain states require additional renewal disclosures and cancellation rights; we comply with applicable automatic-renewal laws based on your location.

IMPORTANT: BY USING ANY VOICE FEATURE OF THE SERVICE, YOU EXPRESSLY CONSENT TO THE RECORDING OF YOUR VOICE AND ANY VOICE INTERACTIONS CONDUCTED THROUGH THE PLATFORM.

6.1 Consent to Record. All voice roleplay sessions are recorded. By initiating or participating in a voice session, you consent to the recording, storage, and processing of that session for coaching feedback, performance scoring, and analytics purposes.

6.2 Multi-State Recording and Biometric Notice. Recording and biometric privacy laws vary by jurisdiction. States including California, Illinois, and Washington require all-party consent before recording. By using voice features, you represent and warrant that:

• You have legal authority to consent to recording under your jurisdiction’s laws
• You have obtained all required consents from any other participants in a session
• Your use complies with all applicable federal, state, and local recording consent, wiretap, and biometric privacy laws

6.3 Retention and Security. Voice recordings are stored securely and retained per our Privacy Policy. We do not sell recordings to third parties. Authorized administrators in your organization and ClosedCoach support personnel may access recordings for coaching and quality purposes.

6.4 Biometric Data Notice and Consent. Voice features capture your voice and may generate voice-derived data, including measurements used to analyze vocal characteristics. This data may constitute a “biometric identifier” or “biometric information” under laws such as the Illinois Biometric Information Privacy Act (BIPA) and comparable laws in Texas, Washington, and other jurisdictions. Before your first voice session, ClosedCoach will present a separate biometric consent disclosure. You must provide affirmative written consent before any biometric data is collected. If you do not consent, you may not use voice features.

6.5 Biometric Data Retention and Destruction. ClosedCoach retains voice recordings and voice-derived biometric data for no longer than sixty (60) days following the applicable coaching session (excluding residual copies in routine backups, which are purged on their normal cycle), except where you elect to save a recording, in which case it is retained until you delete it or your account is terminated and in no event longer than three (3) years after your last interaction with ClosedCoach, whichever occurs first. ClosedCoach does not sell, lease, or trade biometric data. Our biometric retention and destruction policy is published in our Privacy Policy.

7.1 Ownership. ClosedCoach retains all right, title, and interest in the Service and all ClosedCoach intellectual property. No ownership rights are transferred by your use of the Service.

7.2 Proprietary Technology. The Service includes proprietary software, source code, APIs, prompts, prompt engineering methodologies, AI workflows, scoring frameworks, coaching methodologies, databases, trade secrets, business processes, user interfaces, and analytics methodologies (“ClosedCoach IP”). All such materials are and remain the exclusive property of ClosedCoach and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

7.3 Limited License. Subject to your compliance with these Terms and payment of fees, ClosedCoach grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes. White-label deployments under an Enterprise Agreement (see Section 16) do not transfer any ClosedCoach IP. Enterprise Licensees receive only the limited license described in Section 16.

7.4 Ownership of Improvements. Any modifications, enhancements, derivative works, improvements, or suggestions relating to the Service shall become the sole and exclusive property of ClosedCoach, except for Licensee Content as defined in Section 16.6. By submitting feedback or ideas, you assign all rights in such submissions to ClosedCoach without compensation.

7.5 Customer Content. You retain ownership of content you submit to the Service (“Customer Content”), including uploaded training materials. You grant ClosedCoach a worldwide, royalty-free license to host, store, process, and display Customer Content solely to provide and support the Service. You also grant ClosedCoach a perpetual, irrevocable, royalty-free license to use de-identified and/or aggregated data derived from your use of the Service to operate, analyze, and improve our platform, provided such data does not identify you or any individual. ClosedCoach will not use identifiable voice or biometric data for model training or improvement except with consent obtained under Section 6.4.

You acknowledge that the Service contains valuable trade secrets and confidential information, including software architecture, source code, APIs, prompts, scoring methodologies, AI workflows, documentation, pricing structures, and product roadmaps (“Confidential Information”). You agree to:

• Maintain strict confidentiality of all non-public information about the Service
• Not disclose Confidential Information to any third party without prior written consent
• Use Confidential Information solely to use the Service as permitted by these Terms
• Protect Confidential Information with at least the same care you use for your own confidential information

These obligations survive termination indefinitely for trade secrets, and for five (5) years for other Confidential Information.

Your use of the Service is governed by our Privacy Policy, incorporated into these Terms by reference. The Privacy Policy describes how we collect, use, store, and share your data, including voice recordings, session analytics, and biometric data.

The third-party sub-processors that may process your data are identified in our Privacy Policy.

Enterprise customers may request a Data Processing Addendum (“DPA”) by contacting legal@closedcoach.com. Where a DPA is executed, its terms govern with respect to personal data covered by applicable data protection law.

The Service integrates with third-party service providers and sub-processors (collectively, “Third-Party Providers”), a current list of which is maintained in our Privacy Policy. ClosedCoach is not responsible for the availability, accuracy, security, or terms of any Third-Party Provider.

Service disruptions, outages, or policy changes attributable to Third-Party Providers are outside ClosedCoach’s control. ClosedCoach will not be liable for any interruption or loss of functionality resulting from Third-Party Provider issues.

Your use of Third-Party Provider features may be subject to additional terms imposed by those providers. You are responsible for reviewing and complying with their terms.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

AI-generated coaching feedback, scores, and recommendations are for training and informational purposes only. They are not professional sales, legal, financial, or career advice. You are solely responsible for evaluating the suitability of any AI-generated content for your situation.

Where an administrator or organization uses scores, analytics, or other Service outputs to inform employment, performance, compensation, or other personnel decisions, that administrator or organization is solely responsible for those decisions and for compliance with all applicable employment, anti-discrimination, and automated-decision laws. ClosedCoach is not responsible for any decision made using the Service.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOSEDCOACH SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL — ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF CLOSEDCOACH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CLOSEDCOACH’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES YOU PAID TO CLOSEDCOACH IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow certain damage exclusions or limitations; in those jurisdictions, the above applies to the fullest extent permitted by law.

The foregoing limitations do not apply to your indemnification obligations under Section 13 or to your breach of Sections 4, 6, 7, or 8.

You will defend, indemnify, and hold harmless ClosedCoach, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding, and all resulting losses, damages, liabilities, settlements, costs, and reasonable attorneys’ fees, arising out of or relating to:

• Your breach of these Terms
• Your Customer Content or Licensee Content
• Your use of the voice features, including any failure to obtain consents required under recording, wiretap, or biometric privacy law
• Your violation of any applicable law or third-party right
• The acts or omissions of your end users

ClosedCoach will provide prompt notice of the claim, reasonable cooperation at your expense, and sole control of the defense and settlement (provided that any settlement imposing liability on you requires your consent, not to be unreasonably withheld).

ClosedCoach may suspend or terminate your access to the Service at any time, with or without cause and with or without notice, at its sole discretion. You may terminate your account at any time by canceling your subscription as described in Section 5.3.

Upon termination, your right to access the Service ceases immediately. ClosedCoach will retain your account data for 30 days to allow you to export it. After that period, ClosedCoach will use commercially reasonable efforts to delete your data, excluding data retained in routine backups, aggregated or de-identified data, and data required to comply with law or a legal hold.

Sections 7, 8, 9, 11, 12, 13, 15, 16 (as to Sections 16.4, 16.6, 16.7, and 16.10), and 17, together with payment obligations accrued under Section 5, survive termination.

These Terms are governed by the laws of the State of Arizona, without regard to its conflict of law principles.

15.1 Mandatory Binding Arbitration. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, NOT IN COURT. BY AGREEING TO THESE TERMS, YOU AND CLOSEDCOACH EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Arbitration shall be conducted by a single arbitrator under AAA rules in Maricopa County, Arizona. The arbitrator’s decision is final and binding. Claims for actual or threatened infringement or misappropriation of ClosedCoach’s intellectual property or Confidential Information may be brought in court and are not subject to mandatory arbitration.

15.2 Class Action Waiver. Each party may bring claims only in its individual capacity. If this class-action waiver is found unenforceable as to any claim, that claim shall proceed in court and the arbitration agreement shall not apply to it; the remainder of this Section survives.

15.3 Injunctive Relief. Unauthorized disclosure, misuse, or infringement of ClosedCoach’s intellectual property or Confidential Information may cause irreparable harm. ClosedCoach may seek immediate injunctive relief in any court of competent jurisdiction in Maricopa County, Arizona, without the requirement to post bond.

15.4 Attorney Fees. In any action or proceeding arising under these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees, expert witness fees, costs, and expenses.

This Section applies only to subscribers operating under a written Enterprise Agreement with ClosedCoach. In the event of any conflict between this Section and the Enterprise Agreement, the Enterprise Agreement controls.

16.2 License Grant. Subject to your Enterprise Agreement, ClosedCoach grants you a limited, non-exclusive, non-transferable license to present the Service under your own brand name, logo, and visual identity (“White-Label Deployment”). This license does not convey any ownership interest in the Service, the underlying software, AI models, or any ClosedCoach IP.

16.3 Restrictions. As an Enterprise licensee, you may not:

• Represent to end users or third parties that you own, developed, or independently operate the underlying platform or AI technology
• Sublicense, resell, or transfer white-label rights to any third party without prior written consent
• Remove, obscure, or alter proprietary notices not visible to end users
• Use the white-label deployment for any purpose outside your Enterprise Agreement

16.4 Confidentiality of Underlying Technology. ClosedCoach’s platform architecture, configurations, integration details, and the manner in which ClosedCoach combines and deploys its technologies constitute confidential business information. You agree not to disclose such information without prior written approval. ClosedCoach’s current sub-processors are identified in our Privacy Policy.

16.5 Administrator Responsibilities. Enterprise Licensees are solely responsible for managing seat assignments, access controls, and the conduct of all end users. Any violation of these Terms by your end users is deemed a violation by you.

16.6 Custom Content. If you provide custom scenarios, scripts, personas, branding, or other content (“Licensee Content”), you retain ownership of that content. You grant ClosedCoach a limited, royalty-free license to host and deliver it solely to operate your White-Label Deployment.

16.7 Goodwill. All goodwill associated with the Service, including any White-Label Deployment, accrues exclusively to ClosedCoach. You shall not register or acquire any trademark, domain name, business name, or other IP that is confusingly similar to ClosedCoach or any derivative thereof.

16.9 Audit Rights. ClosedCoach may audit your compliance with these Terms upon reasonable prior written notice. You shall cooperate and provide records necessary to verify compliance.

16.10 Termination of White-Label License. Upon termination of your Enterprise Agreement, your white-label license immediately terminates. ClosedCoach will retain Licensee Content for 30 days to allow export, after which it will be permanently deleted.

Entire Agreement. These Terms, together with the Privacy Policy and any applicable Enterprise Agreement, constitute the entire agreement between you and ClosedCoach and supersede all prior agreements.

Severability. If any provision is found invalid or unenforceable, the remaining provisions remain in effect.

Waiver. No failure to exercise a right constitutes a waiver. Any waiver must be in writing and signed by an authorized ClosedCoach representative.

Assignment. You may not assign these Terms without ClosedCoach’s prior written consent. ClosedCoach may freely assign these Terms.

Force Majeure. ClosedCoach is not liable for delays or failures caused by events outside its reasonable control, including internet or telecommunications failures and third-party service outages.

Export Controls. You represent that you are not located in, and will not use the Service for the benefit of, any country or party subject to U.S. embargoes or sanctions.

DMCA. ClosedCoach responds to notices of alleged copyright infringement under the Digital Millennium Copyright Act. Notices may be submitted to legal@closedcoach.com.

Notices. Legal notices to ClosedCoach must be sent to Platinum Rule Consulting IP Holdings LLC, 250 N Litchfield Rd, Ste 261, Goodyear, AZ 85338, and to legal@closedcoach.com.