Terms of Use
Last Updated: [9/26/2024]
The following Terms of Service (the “Agreement”) are entered into by and between
Future Proof Agent Inc. DBA SmartClose.AI (“SmartClose.AI,” “we,” “us,” “our”) and the person or entity on whose behalf the Services (as defined below) are used or accessed (the “Subscriber”). This Agreement governs our platform services, including our programs, features, account portals, and technical support (collectively, the “Services”). For clarification, Subscriber includes both those who pay for Services and those who do not. If you do not agree to this Agreement, you are prohibited from using or accessing our Services. We may modify these terms at any time by posting the revised terms to our website. Your continued use of our Services after such updates constitutes your acceptance of the changed terms.
SmartClose.AI may revise this Agreement and any other information contained in this website at any time without notice by updating this posting. We may also make improvements or changes to the Services at any time without notice.
Subscriber’s Compliance with Prerecorded Message and Consent Requirements
Subscriber acknowledges that SmartClose.AI provides tools for Subscriber’s responsible use, and it is Subscriber’s sole responsibility to ensure compliance with all applicable laws. Continued access and use of SmartClose.AI Services are subject to Subscriber’s compliance with these Terms of Use. SmartClose.AI may monitor, but is not obligated to monitor, uploading of information, databases, or audio messages. Subscriber agrees to comply with all applicable laws, including those listed below.
Compliance with Applicable Telemarketing and Dialing Laws
Subscriber agrees to comply with all applicable federal, provincial/state, and local laws governing the use of automated or prerecorded/artificial calls or texts, including but not limited to the
Telephone Consumer Protection Act (TCPA)
in the United States and Canadian telemarketing rules. This includes abiding by Do-Not-Call regulations, ensuring proper telemarketer registration where required, and providing accurate and truthful Caller ID information.
Subscriber acknowledges and understands that recipient consent is required for certain types of communications. Subscriber must obtain the necessary consent or ensure a business relationship with recipients where required by law.
Subscriber shall maintain records proving that they had the necessary consent or legal basis for communications and will provide certified copies to SmartClose.AI upon request.
General Use and License
This website and all content (the “Site”) may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or used to create derivative works without SmartClose.AI’s prior written consent, except that SmartClose.AI grants Subscriber a non-exclusive, non-transferable, limited license to access and display the web pages within this Site for personal use, provided the content is not modified. Any unauthorized use terminates this license immediately.
Subscriber Data
Subscriber grants SmartClose.AI a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferrable, sublicensable license to use, copy, perform, reproduce, display, and distribute Subscriber data provided in connection with Subscriber’s use of the Services. This license includes the right to create derivative works or incorporate Subscriber data into other works for the purpose of providing, improving, and developing our Services.
Confidentiality
During the performance of the Services, both parties may disclose confidential information to each other. Confidential information is defined as any non-public information marked as confidential or that a reasonable person would consider confidential based on the circumstances of its disclosure. The receiving party agrees to use the same level of care to protect the disclosing party’s confidential information as it uses for its own information, but in no event less than reasonable care.
Confidential information does not include information that:
• Was already in the receiving party’s possession;
•Is publicly available through no breach of the Agreement;
•Is independently developed without the use of confidential information;
•Is disclosed by law or legal process, provided the disclosing party is given notice to seek protective measures.
Indemnification
Subscriber agrees to indemnify and hold SmartClose.AI harmless from and against any claims, demands, actions, damages, and expenses, including legal fees, arising out of Subscriber’s breach of this Agreement, negligence, misconduct, or use of the Services in violation of any applicable laws or regulations.
Warranty Disclaimer
USE OF THIS SITE AND THE SERVICES IS AT SUBSCRIBER’S SOLE RISK. ALL MATERIALS, INFORMATION, CONTENT, AND SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND. SMARTCLOSE.AI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SMARTCLOSE.AI DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
Limitation of Liability
IN NO EVENT SHALL SMARTCLOSE.AI OR ITS EMPLOYEES, OFFICERS, OR AFFILIATES BE LIABLE TO SUBSCRIBER OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Compliance with Laws
Subscriber agrees to use the Services in compliance with all applicable Canadian and U.S. federal, provincial, state, and local laws, including privacy and data protection laws.
Arbitration and Governing Law
Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration under the laws of
Ontario, Canada
, with each party responsible for its legal fees. The prevailing party may enforce the arbitration award in any court of competent jurisdiction.
Changes to the Terms of Use
SmartClose.AI reserves the right to modify or update this Agreement at any time. Subscriber’s continued use of the Services after such modifications constitutes acceptance of the changes.
Contact Information
For questions or concerns regarding these Terms of Use, please contact us at