End User License Agreement
This End User License Agreement (“Agreement”) is a legal agreement between you (“User”) and Clozely LLC (“Licensor”) for the use of the Clozely desktop application (“Software”).
By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree, do not install or use the Software.
1. License grant
Subject to the terms of this Agreement and your valid Clozely account entitlement (an active free trial, a one-time purchase, or an active subscription, as applicable to the features you use), Licensor grants you a limited, non-exclusive, non-transferable, revocable license to install and use the Software on devices that you own or control, for your personal or internal business use. Your entitlement is tied to your Clozely account (accessed via Google or Apple sign-in or a verified email link), not to a transferable license key.
2. Free trial
New accounts receive a free trial of the Software for a limited period (currently 14 days), with full access to the Software’s base features and no payment method required. The trial is per account and per person; creating additional accounts to obtain additional trials is prohibited. If your trial ends without a purchase, creating new cards is disabled; reviewing, editing, exporting, and syncing the cards and data you already created remains available. AI features are not included in the free trial except as expressly offered; they require a separate paid subscription as described in the Terms of Service and at the point of purchase.
3. One-time purchase
The Software is sold as a one-time purchase. A one-time purchase grants a perpetual license to the then-current major version line of the Software (for example, v1.x), including updates within that line, for as long as Licensor distributes it. Future major versions may be offered as separate products, and Licensor may offer existing owners loyalty pricing. A one-time purchase does not include subscription-only services (such as AI features) unless stated at purchase.
4. AI subscription features
AI-assisted features are provided as a separate, automatically renewing paid subscription and depend on Licensor’s online services. They are governed by the Terms of Service (including its AI-features and acceptable-use provisions) in addition to this Agreement. Purchases and subscriptions are processed by Licensor’s merchant of record, Lemon Squeezy, LLC, as described in the Terms of Service.
5. Restrictions
You may not:
- Redistribute, sublicense, rent, lease, or lend the Software to any third party.
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law.
- Remove, alter, or obscure any proprietary notices, labels, or marks on the Software.
- Use the Software for any unlawful purpose or in violation of any applicable laws or regulations.
- Share your account credentials with, or resell or transfer access to the Software to, another person or entity.
- Circumvent, disable, or interfere with entitlement checks, quotas, trial limits, or other licensing or anti-abuse measures in the Software.
6. Ownership
The Software is licensed, not sold. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not grant you any rights to Licensor’s trademarks or service marks.
7. Updates
Licensor may provide updates, patches, or new versions of the Software. Updates within the major version line covered by your purchase are included at no additional charge for as long as Licensor distributes that line. Updates may be subject to additional or different terms presented to you. Licensor is not obligated to provide updates, maintenance, or support beyond what is described in this Agreement.
8. Disclaimer of warranties
THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.
9. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY. LICENSOR’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID LICENSOR FOR THE SOFTWARE.
10. Termination
This Agreement is effective until terminated. Licensor may terminate this Agreement immediately if you breach any of its terms. Upon termination, you must cease all use of the Software and destroy all copies in your possession. Sections 6, 8, 9, 11, and 12 survive termination.
11. Governing law
This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, United States, without regard to its conflict of law principles.
12. Relationship to other terms; entire agreement
Your use of Licensor’s online services (including accounts, sync, and AI features) is governed by the Clozely Terms of Service and Privacy Policy. If this Agreement and the Terms of Service conflict, this Agreement controls for the installed Software and the Terms of Service control for the online services. This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and Licensor regarding the Software and supersedes all prior or contemporaneous communications, whether electronic, oral, or written.
13. Contact
For questions about this Agreement, contact: support@clozely.app