Terms of Service

By accessing or using the Service, you represent and agree that:

• you are at least 18 years old and have the legal capacity to enter into a binding contract;
• you will use the Service for legitimate business or commercial resale purposes;
• if you use the Service on behalf of a company or other legal entity, you have authority to bind that entity, and "you" refers to both you and that entity;
• you are not barred from receiving the Service under the laws of your jurisdiction, and you are not located in, or a resident of, an embargoed country or on a restricted-party list; and
• you will comply with all laws applicable to your use of the Service and to your resale activity.

The Service is intended for business users and is not directed to individuals under 18. If we learn that a user is under 18, we may suspend or terminate the account.

To use most features you must create an account. You agree to provide accurate, current, and complete information and to keep it up to date. You are responsible for:

• Safeguarding your credentials. Keep your password confidential and do not share your login. You are responsible for all activity under your account.
• Security notification. Notify us promptly at info@closo.co if you suspect unauthorized access or a security breach.
• Authorized users. If you permit others to use your account, you remain responsible for their compliance with these Terms.

We may refuse, suspend, or reclaim any account, and may reject or remove content, at our reasonable discretion — for example, where we believe an account violates these Terms, creates risk or legal exposure, or is inactive for an extended period.

Closo integrates with third-party marketplaces — Poshmark, eBay, Mercari, Vinted, Depop, and Shopify (each a "Marketplace") — primarily through the Closo browser extension (the "Extension").

3.1 How the connection works

The Extension operates within your own browser using your existing, already-authenticated Marketplace session. When you direct Closo to perform an action — importing listings, publishing or updating a listing, relisting, or capturing sale and inventory state — you authorize Closo to act on your behalf through that session, as your agent, to carry out the action you requested.

3.2 You remain responsible for marketplace compliance

Each Marketplace has its own terms of service, listing rules, prohibited-item policies, automation and rate limits, and fee schedules. You are solely responsible for ensuring that your listings and your use of the Service comply with each Marketplace's rules and with applicable law. Closo does not control, and is not responsible for, a Marketplace's decisions, including suspensions, delistings, fee changes, or account restrictions. You use the Extension to automate actions you are permitted to take yourself; you must not use it to circumvent a Marketplace's technical or policy controls in violation of that Marketplace's terms.

3.3 Availability & changes

Marketplaces may change their websites, APIs, or policies at any time, which can interrupt or break integrations. We work to maintain compatibility but do not guarantee that any Marketplace integration will be available, uninterrupted, or error-free, and we may add, modify, or discontinue support for any Marketplace at any time.

You agree not to, and not to permit any third party to:

• use the Service in violation of any law, regulation, or third-party right, including intellectual-property, privacy, and consumer-protection laws;
• list, sell, or source counterfeit, stolen, recalled, unsafe, or otherwise prohibited or illegal items, or misrepresent an item's authenticity, condition, or ownership;
• violate the terms, rules, or automation/rate limits of any connected Marketplace, or use the Service to evade a Marketplace ban or restriction;
• upload or transmit content that is infringing, defamatory, obscene, deceptive, or that contains malware;
• interfere with, disrupt, overload, or attempt to gain unauthorized access to the Service, its infrastructure, or other users' accounts;
• reverse engineer, decompile, scrape, or copy the Service except to the limited extent permitted by law, or use the Service to build a competing product;
• resell, sublicense, or provide the Service to third parties except as expressly permitted; or
• use the Service to send unlawful, unsolicited, or deceptive communications.

We may investigate and take action for suspected violations, including removing content, throttling, suspending, or terminating access, and cooperating with law enforcement. You are responsible for the legality of the items you list and transact.

The Service includes AI-driven and automated features — including price signals, demand and sales insights, revenue forecasts, listing generation and optimization, recommendations, and automation agents (for example, listing, pricing, offer, and sharing agents).

You are responsible for reviewing AI-generated content and automated actions before relying on them and for ensuring they comply with each Marketplace's rules and applicable law. AI outputs do not constitute financial, tax, legal, or professional advice. Automated actions run on your behalf and using your session; you remain responsible for their results. We may impose usage limits on AI features by plan (for example, a daily cap on AI actions) and may adjust, meter, or discontinue AI features at any time.

Closo offers a wholesale feature through which sellers bundle inventory into "lots" (manually or with AI assistance) and buyers purchase them (the "Wholesale Marketplace"). Closo provides the platform that connects buyers and sellers; the contract of sale for any lot is between the buyer and the seller, not with Closo. Closo is not a party to, and does not guarantee, any wholesale transaction.

6.1 Seller terms

• You must have the right to sell the items in a lot and must describe them accurately, including condition, quantity, and any defects.
• Lots are offered "as-is." Except as required by law, sellers make no warranty as to resale value, condition beyond what is described, or fitness for a particular purpose.
• You are responsible for fulfilling accepted orders, for shipping, and for compliance with tax and other legal obligations arising from the sale.

6.2 Buyer terms

• You are responsible for reviewing lot descriptions before purchasing. Wholesale lots are typically bulk, mixed, or liquidation inventory sold "as-is" and "with all faults."
• No guarantee of resale value. Closo does not guarantee that any lot can be resold, or resold at a profit, and any AI-derived price floor or valuation is an estimate only (see Section 5).
• Payment is due as presented at checkout, and you are responsible for any applicable taxes and import duties.

6.3 Fees & commission

Closo may charge sellers a commission or fee on wholesale transactions and may charge buyers a service or processing fee. Applicable fees are disclosed before you complete a transaction. Fees are non-refundable except as required by law or expressly stated.

6.4 Disputes

Disputes about a lot (for example, item-not-as-described or non-delivery) are primarily between the buyer and the seller. Closo may, but is not obligated to, offer tools or mediation to help resolve disputes and may make eligibility determinations under any posted resolution or protection policy. Any decision Closo makes under such a policy does not make Closo a party to the underlying sale.

Closo may present optional financing or capital-advance offers to eligible sellers. Any such financing is provided by an independent, licensed financing partner, not by Closo.

If you choose to apply, you will contract directly with the financing partner and be bound by its terms. With your separate, affirmative consent, Closo may share your revenue and related data with the partner to assess eligibility, as described in the Privacy Policy, Section 9. Closo is not responsible for the financing partner's decisions, products, or conduct.

You retain ownership of the photos, titles, descriptions, prices, and other product data you create, upload, import, or connect through the Service ("Listing Content"). To operate and promote the Service, you grant Closo a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to host, store, cache, reproduce, adapt, reformat, translate, resize, create derivative works from, publicly display, publicly perform, and distribute your Listing Content.

This license authorizes Closo to use your Listing Content across, without limitation: (a) the Marketplaces you connect, to publish and maintain listings on your behalf; (b) other sellers' stores and bundles and the Wholesale Marketplace, where your products are offered or exported; (c) Closo's recommendation, signals, benchmarking, and analytics surfaces shown to you and to other users; and (d) Closo's marketing, SEO, and promotional surfaces, solely to operate and promote the Service.

The license continues for as long as your Listing Content is present in the Service and as reasonably necessary thereafter (for example, in backups, in already-distributed copies, or where content is incorporated into aggregated or derived platform data). You represent that you hold all rights necessary to grant this license and that your Listing Content does not infringe any third party's rights. This section should be read together with the Privacy Policy, Section 5 (content & photo license), which describes these uses in more detail.

Closo offers the following subscription plans, billed annually. Feature availability varies by plan.

Sourcing Autopilot is a pre-paid sourcing agent: it runs on a budget you approve and fund up front, and is available to source on any plan regardless of subscription tier.

9.1 Billing & auto-renewal

Paid plans are billed in advance on a recurring annual basis through our payment provider. Your subscription renews automatically at the then-current rate for the same term until you cancel, and you authorize us to charge your payment method for each renewal until cancellation. Prices are exclusive of taxes, which may be added where applicable.

9.2 Cancellation

You may cancel at any time from your account settings. Cancellation stops future renewals; it takes effect at the end of your current billing period, and you retain paid access until then. Downgrading to Free removes paid features.

9.3 Refunds & changes

14-day money-back guarantee. If you are not satisfied with a paid membership (Member, Executive, or Pro Trader), you may request a refund of your membership fee within 14 days of your first membership purchase. The guarantee applies once per account and to first purchases only (not renewals). By default the refund is issued instantly and in full to your Closo balance, which you can spend on wholesale lots. If you prefer a refund to your original payment method, email support@closo.co within the same 14-day window — card refunds are processed within 5 business days, and the following are deducted: AI-created listings at the standard $1-per-item rate, and, for Pro Trader, commission savings already realized on lots sold at the reduced rate. Wholesale lots you purchased are separate transactions sold as-is and are not covered by this guarantee. The guarantee does not apply to accounts terminated for fraud or violations of these Terms. After a refund, your account moves to the Free plan and membership benefits end immediately.

Beyond the guarantee above, and except where required by law, fees are non-refundable and we do not provide refunds or credits for partial periods, unused time, or unused features. We may change plan pricing, features, or limits; for existing subscribers, material price changes apply as of the next renewal after reasonable notice. Existing Pro and Unlimited annual subscribers keep every benefit they signed up for — including the wholesale fee waiver and early access — for as long as their plan stays active. Wholesale commissions and financing terms are addressed in Sections 6 and 7.

The Service, including its software, extension, design, text, graphics, logos, and the "Closo" name and marks, and all aggregated, de-identified, derived, and model-level platform data, analytics, and trained models generated by Closo, are owned by Closo or its licensors and are protected by intellectual-property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your internal business purposes.

We welcome feedback and suggestions; if you provide any, you grant Closo a perpetual, irrevocable, royalty-free license to use them without restriction or obligation to you. Except for the rights expressly granted here, no rights are transferred to you. All rights not granted are reserved.

The Service interoperates with third parties — including Marketplaces, payment and bank-linking providers, financing partners, and AI vendors. Your use of any third-party service is governed by that party's own terms and privacy policies, and Closo is not responsible for third-party services, their availability, or their acts and omissions. Links or integrations do not imply endorsement. If a Marketplace or other third party changes or discontinues its service, related Closo features may change or stop working.

We work hard to provide a reliable Service, but it is provided as a tool to assist your business, not to guarantee outcomes.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

These limitations apply to all claims, whether based on warranty, contract, tort, statute, or any other legal theory, and form an essential basis of the bargain between you and Closo. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

You agree to defend, indemnify, and hold harmless Closo and its affiliates, officers, directors, employees, and agents from and against any claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your Listing Content or items you list, source, buy, or sell (including through the Wholesale Marketplace); (c) your violation of these Terms, a Marketplace's rules, or applicable law; or (d) your infringement or misappropriation of any third party's rights. We may assume the exclusive defense and control of any matter subject to indemnification, at your expense, and you agree to cooperate with our defense.

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods. Subject to the arbitration provision in Section 16, the exclusive venue for any permitted court action lies in the courts located in the State of Delaware, and you consent to their personal jurisdiction. Nothing here limits mandatory consumer-protection rights available to you under the law of your country of residence.

Agreement to arbitrate. Except for the excluded claims below, you and Closo agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration on an individual basis, rather than in court, administered by a recognized arbitration provider under its then-current rules, before a single arbitrator, in the venue identified in Section 15 or another mutually agreed or remote location.

Class-action waiver. You and Closo agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of representative or class proceeding.

Exceptions. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or equitable relief in court for actual or threatened infringement or misuse of intellectual property or unauthorized access to the Service.

Opt-out. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice to info@closo.co with your name, account email, and a clear statement that you wish to opt out. Opting out does not affect any other part of these Terms.

If any portion of this Section is found unenforceable, the remainder will be enforced to the extent permitted, except that if the class-action waiver is found unenforceable as to a particular claim, that claim will proceed in court. This Section survives termination.

We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date and, where required, provide additional notice (for example, by email or in-app). Changes are effective when posted, or on a later stated effective date. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms; if you do not agree, you must stop using the Service and may cancel your subscription.

You may stop using the Service and close your account at any time. We may suspend or terminate your access, in whole or in part, with or without notice, if we reasonably believe you have violated these Terms or applicable law, if required for security, legal, or operational reasons, or if we discontinue the Service.

Upon termination, your right to use the Service ends and we may delete or de-identify your data in accordance with the Privacy Policy and applicable law. Certain items may persist after termination — including already-distributed listing copies, aggregated or derived platform data, trained models, backups, and records we must retain by law. Sections that by their nature should survive — including the content license (to the extent stated), intellectual property, disclaimers, limitation of liability, indemnification, governing law, and arbitration — survive termination.

Questions about these Terms? Contact us:

These Terms, together with the Privacy Policy and any plan- or feature-specific terms presented in the Service, are the entire agreement between you and Closo regarding the Service and supersede any prior agreements on that subject.