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Terms of Service

Last Updated: March 7, 2026

These Terms of Service ("Terms") govern your access to and use of the goClose platform at goclose.com (the "Platform") provided by goClose LLC ("goClose," "we," "us," or "our"). BY CREATING AN ACCOUNT OR CLICKING "I AGREE," YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.

1. Acceptance of Terms

By registering for an account, clicking "I Agree," or otherwise accessing the Platform, you represent that: (a) you are at least 18 years of age; (b) you have authority to bind yourself or your organization; and (c) your use complies with all applicable laws. These Terms form a legally binding agreement between you and goClose LLC.

2. Description of Services

goClose provides a cloud-based accounting month-end close management platform, including checklist and workflow management, reconciliation tracking, integration with third-party ERP systems and document storage platforms (such as Microsoft SharePoint and Box), and related features (the "Services"). goClose may modify, suspend, or discontinue any aspect of the Services at any time with or without notice.

3. No Professional Advice

THE PLATFORM IS AN AUTOMATION AND WORKFLOW ASSISTANCE TOOL ONLY. NOTHING IN THE SERVICES CONSTITUTES ACCOUNTING, TAX, LEGAL, FINANCIAL, AUDIT, OR ANY OTHER PROFESSIONAL ADVICE.

You acknowledge and agree that:

  • goClose is not a licensed accounting firm, CPA firm, law firm, or financial advisory firm.
  • All outputs, reports, reconciliations, and results generated by the Platform are for informational and workflow management purposes only.
  • You are solely and exclusively responsible for verifying the accuracy and completeness of all outputs before relying on them for any accounting entries, financial statements, regulatory filings, or business decisions.
  • goClose does not warrant that Platform outputs conform to GAAP, IFRS, or any other accounting standard.
  • You should consult qualified accounting, tax, and legal professionals for advice specific to your circumstances.

4. User Accounts

4.1 Registration

You must register for an account to access the Services. You agree to provide accurate, current, and complete information and to keep it updated.

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your credentials and for all activities under your account. Notify goClose immediately of any unauthorized access at info@goclose.com. goClose is not liable for losses arising from your failure to secure your account.

4.3 Free and Paid Tiers

The Platform is currently offered free of charge. goClose reserves the right to introduce paid subscription plans at any time upon reasonable notice. Free tier features may be modified or discontinued at any time.

5. Fees, Payment, and Pricing

The Platform is currently offered free of charge during the introductory period. goClose reserves the right to introduce paid subscription plans at any time upon reasonable notice. All paid subscriptions are billed on a month-to-month basis. If and when paid plans are introduced:

  • All fees are non-refundable except as expressly stated in applicable subscription terms.
  • goClose may use third-party payment processors; your use of payment features is subject to their terms.
  • goClose reserves the right to change pricing at any time. Price changes will be communicated to existing subscribers by email or prominent notice on the Platform and will take effect at the start of the next monthly billing cycle following such notice. Continued use of the Platform after a price change takes effect constitutes your acceptance of the new pricing. If you do not agree to a price change, you must cancel your subscription before it takes effect.
  • Failure to pay applicable fees may result in suspension or termination of access without further notice.

6. Intellectual Property

6.1 goClose Ownership

goClose owns all right, title, and interest in the Platform and all related software, technology, documentation, trade secrets, and intellectual property ("goClose IP"). No ownership rights in goClose IP are transferred to you.

6.2 Your Data

You retain all ownership of data, files, and content you upload to the Platform ("User Data"). By submitting User Data, you grant goClose a limited, non-exclusive, royalty-free license to process and use your User Data solely to provide the Services.

6.3 Feedback

Any feedback or suggestions you provide to goClose may be used by goClose without restriction or compensation.

7. Acceptable Use

You agree not to use the Platform to:

  • Violate any applicable law, regulation, or third-party rights.
  • Upload unlawful, fraudulent, or unauthorized data.
  • Interfere with or disrupt the integrity or performance of the Platform.
  • Attempt to gain unauthorized access to any Platform systems.
  • Reverse engineer, decompile, or otherwise attempt to derive source code.
  • Resell or sublicense the Platform without express written permission.
  • Upload malicious code, viruses, or harmful components.

goClose reserves the right to suspend or terminate access immediately and without notice for violations.

8. Third-Party Integrations

The Platform may integrate with third-party services. goClose does not control such services and is not responsible for their availability, accuracy, or performance. goClose disclaims all liability arising from your use of third-party integrations.

9. Disclaimer of Warranties

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GOCLOSE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT OUTPUTS WILL BE ACCURATE OR COMPLETE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GOCLOSE, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF GOCLOSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

GOCLOSE'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED: (i) FIFTY DOLLARS ($50.00) IF YOU ARE ACCESSING THE PLATFORM UNDER A FREE OR NO-CHARGE PLAN AT THE TIME THE CLAIM ARISES; OR (ii) THE TOTAL FEES ACTUALLY PAID BY YOU TO GOCLOSE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, IF YOU ARE ON A PAID SUBSCRIPTION PLAN AT THAT TIME.

BY ACCESSING THE PLATFORM FREE OF CHARGE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE NOMINAL LIABILITY CAP APPLICABLE TO FREE USERS IS EXPRESSLY REFLECTED IN THE TERMS OF ACCESS, AND THAT GOCLOSE WOULD NOT PROVIDE THE FREE TIER WITHOUT THIS PROTECTION.

These limitations apply to all claims regardless of legal theory, and whether or not we have been informed of the possibility of such damage.

11. Indemnification

You agree to indemnify, defend, and hold harmless goClose LLC, its members, managers, officers, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of applicable law or third-party rights; (d) your User Data; or (e) your reliance on Platform outputs.

12. Termination

12.1 Termination by goClose

goClose may suspend or terminate your access immediately and without notice for: (a) any violation of these Terms or the Acceptable Use Policy; (b) fraudulent, abusive, or illegal activity; (c) conduct posing a security risk to the Platform or other users; or (d) non-payment of applicable fees. For terminations without cause, goClose will provide at least thirty (30) days' prior written notice to paid subscribers. Free tier accounts may be terminated at any time with or without notice.

12.2 Termination by You

You may terminate your account at any time by contacting goClose at info@goclose.com. Termination does not entitle you to any refund of prepaid fees.

12.3 Data Export

Upon request made prior to or within thirty (30) days of account termination, goClose will make your User Data available for export in a standard machine-readable format (such as CSV or JSON). After thirty (30) days following termination, goClose has no obligation to retain or provide access to your User Data.

12.4 Effect of Termination

Upon termination, your right to access the Platform immediately ceases. Sections 3, 6, 9, 10, 11, 13, 14, and 15 survive termination.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict of law principles. The parties acknowledge that goClose LLC is organized under Wyoming law and that Wyoming law governs the interpretation and enforcement of these Terms.

13.2 Binding Arbitration

ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL BE RESOLVED BY BINDING ARBITRATION, NOT IN COURT, EXCEPT FOR CLAIMS THAT QUALIFY FOR SMALL CLAIMS COURT.

Arbitration shall be administered by JAMS under its Streamlined Arbitration Rules and Procedures (for claims under $250,000) or its Comprehensive Arbitration Rules (for larger claims), as applicable. Arbitration proceedings shall be conducted remotely via videoconference or telephone unless both parties agree otherwise. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3 Class Action Waiver

YOU AND GOCLOSE AGREE THAT EACH PARTY MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

13.4 Venue for Non-Arbitrable Claims

For any matters not subject to arbitration (including enforcement of an arbitral award), the parties consent to the exclusive jurisdiction of the state or federal courts located in Wyoming, and each party waives any objection to such jurisdiction or venue.

14. Modifications

goClose may update these Terms at any time. For material changes --- including changes to pricing, liability, arbitration, or data practices --- goClose will provide at least thirty (30) days' prior notice by email or prominent notice on the Platform before such changes take effect for existing users. For non-material clarifications or corrections, changes take effect upon posting. Continued use of the Platform after the notice period constitutes acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Platform before they take effect.

15. Miscellaneous

Entire Agreement: These Terms, the Privacy Policy, and any applicable DPA constitute the entire agreement between you and goClose regarding the Services.

Severability: If any provision is unenforceable, the remainder continues in full force.

Assignment: You may not assign these Terms without goClose's prior written consent. goClose may assign freely.

Force Majeure: goClose is not liable for delays caused by circumstances beyond its reasonable control.

Third-Party and Open-Source Components: The Platform may incorporate third-party software and open-source components, each of which is subject to its own license terms. goClose makes no warranties with respect to any such third-party or open-source components beyond those expressly stated in these Terms.

16. Contact

goClose LLC 30 N Gould St, Ste R, Sheridan, WY 82801 Email: info@goclose.com | Website: goclose.com

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