TERMS OF SERVICE AGREEMENT

These Terms of Service (“Terms”) govern your use of the software and services provided by AppClose, Inc. through the Platform (as defined below). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Platform or the Services.

These Terms incorporate by reference our Refund Policy and Subpoena Policy, as each may be amended from time to time. Together with these Terms, those documents form a binding agreement between you and the Company regarding your use of the Services. Our Privacy Policy and our Consumer Health Data Privacy Policy describe how we collect, use, and share information. They are provided to you as notices; they are not incorporated into this Agreement, and your acceptance of these Terms is not consent to any processing for which applicable law requires your separate consent.

In these Terms, capitalized terms have the meanings set out below. Additional terms are defined in context.

“Account” means a registered profile associated with a User for accessing and using the Platform.

“Account Activity” means information generated by you by using the Services including, but not limited to, any Call Detail Records, Call Recordings, text messages, photos, requests, calendar entries, expenses, check-ins, notes, and any other information you create when using the Services.

“Affiliated Entities” has the meaning assigned in Section 14.

“Agreement” means these Terms, together with the Refund Policy, the Subpoena Policy, and any additional terms posted through the Services. The Privacy Policy and the Consumer Health Data Privacy Policy are notices describing the Company’s information practices and are not part of the Agreement.

“App” means our AppClose® mobile application (iOS and Android versions).

“AppClose Pro” means the integrated web application for attorneys, guardians ad litem, and other family law professionals to communicate with co-parents, and, with appropriate consents and authorizations, to monitor user activities and access records.

“Apple” means Apple, Inc.

“Call Detail Records” means the date, time, participants, duration, and similar usage and diagnostic information for a call; it does not include call content or transcripts.

“Call Recording” means a recording of an audio or video call made with the consent of all participants. A Call Recording may include a transcript where requested within the supported time period and language.

“Certified Records Export” means a User-initiated export of records in PDF form, certified by the Company as business records, as described in Section 4.4 and in the Subpoena Policy.

“Closed Account” means an Account that you have affirmatively closed, by using the Account closure function in your Account settings or by asking the Company to close it, and an Account that the Company has terminated under clause (i), (ii), or (iii) of Section 2.2. Cancelling a Subscription, allowing a Subscription Period to end without renewal, and non-payment do not close an Account; each of those places the Account in Read-Only Mode, as described in Section 2.1. Section 2.2 describes what happens to a Closed Account and how you obtain your records from one.

“Company”, “we”, “us”, or “our” refers to AppClose, Inc., the provider of the Platform.

“Compelled Disclosure” has the meaning assigned in Section 4.3.

“Communications” means any notices, messages, alerts, or other information that we may send you in connection with your use of the Platform, including by email, SMS/text message, in-app official chat, push notification, or other electronic means.

“Consumer Health Data Privacy Policy” means theAppClose Consumer Health Data Privacy Policy, which describes how the Company handles consumer health data. It is a notice and is not part of the Agreement.

“Co-Parent Assist” means the optional, user-enabled AI assistant described in Section 24 that reviews a message you are composing and may suggest an alternative before you send it.

“Dwolla” has the meaning assigned in Section 8.1.

“Exportable Records” means the records of Account Activity that the records-export feature of the Platform makes available for export as a Certified Records Export or an Uncertified Records Export — chats (including the text and images in them), Call Detail Records, requests, expenses, and check-ins — together with the in-app session records associated with the Account. Calendar entries, personal notes, Call Recordings and transcripts, profile information (including the information in a child’s profile), shared contacts, and Sign-up Data are not Exportable Records. No User can modify or delete an Exportable Record, as further described in Section 3.

“Fee Waiver Application” means an application for a Fee Waiver available to Account holders through the Subscription process.

“Google” means Google LLC.

“Grace Period” means 72 hours after a payment due date.

“ipayou®” means our payment platform that allows registered ipayou Users to transfer money to another connected ipayou User’s bank account.

“Items” has the meaning assigned in Section 14.

“Location Services” means the features of your mobile device or browser that determine and report your geographic location, and the features of the Services that use that information, as described in Section 12.

“PHI” is individually identifiable health information related to a person’s health, healthcare, or payment for healthcare.

“PII” means information that can be used to identify an individual, either directly, or indirectly when combined with other data.

“Plan” means the Subscription term that you select when you purchase a Subscription, as described in Section 2.

“Platform” means, collectively, the Site, the App, and any related services, features, content, or technology provided by Company, including ipayou and the integration with AppClose Pro.

“Products” has the meaning assigned in Section 8.

“Read-Only Mode” means an account status in which you continue to sign in with the email address associated with your Account and may view past Account Activity and export past records, but may not use the Services to communicate with other Users.

“Refund Policy” means the AppClose Cancellation and Refund Policy.

“Services” means all the features, tools, and functionality provided to Users through the Platform.

“Services Material” has the meaning assigned in Section 5.

“Sign-up Data” has the meaning assigned in Section 2.1.

“Site” means appclose.com and the full featured web application at appclose.com that contains substantially the same features as the App.

“Stripe” means Stripe, Inc. and its Link service, our payment processor and merchant of record for Subscriptions purchased through the Site; see Section 2.1.

“Subpoena Policy” means the AppClose Certified Records and Subpoena Policy describing how the Company responds to subpoenas, court orders, and other legal process, and provides Certified Electronic Business Records.

“Subscription” means after the registration for an Account and subject to usage during any Trial Period, the purchase of a subscription to the Services through the Site or the App. In this context, “purchase” includes the Company’s approval of a Fee Waiver Application.

“Subscription Period” means the term associated with the Plan that you select when you purchase your Subscription.

”Trial Period” means free trial periods that the Company may offer from time to time. The duration, scope, and eligibility requirements for any Trial Periods will be as described in the applicable offer or announcement. Unless otherwise stated, a Trial Period is available to new users only.

“Twilio” means Twilio Inc., our communications-infrastructure provider; see Section 18.

“Uncertified Records Export” means Exportable Records that a User may export from time to time from their Account.

“User”, “you”, or “your” refers to any natural person that accesses or uses the Platform.

“User Content” means any materials generated through the Services by you, or by any third party accessing your Account, as further described in Section 7.

The Company provides access to the Services subject to your compliance with the following Terms. To use any of the Services, you must agree to these Terms. It is therefore important that you read these Terms carefully and understand them. If you do not wish to be bound by these Terms, do not use the Platform or Services.

These Terms incorporate by reference any additional terms and conditions posted by Company through the Services or otherwise made available to you by the Company.

Certain features of the Platform may be available only through specific channels (e.g., only through the Site, or only through the App).

Eligibility

The Services are for adults. If you are under 18, do not create an Account and do not use the Platform. An Account may be held only by a person who is at least 18 years old and has the legal capacity to enter into this Agreement, and by creating an Account you represent that you meet these requirements. A parent or legal guardian may provide and communicate information about their minor children through the Services, as described in Information About Children below; a child may not hold an Account or use the Services.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. SEE SECTION 23 BELOW.

Information About Children

The Platform is built for adults and is not directed to children. Parents and legal guardians do, however, routinely provide and communicate information about their minor children when they use the Services. This statement describes how we handle information about a child that a parent or legal guardian provides or communicates through the Platform, including information about children under the age of 13.

Parental Consent: The Company does not knowingly collect personal information from a child. The Company collects information about children from parents and/or legal guardians who choose to create a profile for their child or children in connection with the Services and who choose to upload and/or communicate within the Platform personal information about their minor children, including those under the age of 13. By registering for the Services, each such parent and/or legal guardian represents that they have the legal authority to do so and provides consent for the Company to collect and process the personal information and non-personal information that is so provided or communicated within the Platform.

Information that we collect: We collect information when the parent and/or legal guardian chooses to create a profile for their child or children for the Services, including those under the age of 13. This information includes personal information and non-personal information that is provided when creating and altering a child’s profile within the Platform, as well as personal and non-personal information that may be included when a co-parent communicates within the Platform. A co-parent that creates a child’s profile may edit or delete the profile information, and child profile information shared with the other co-parent may be edited by both co-parents.

How we use the information: When you create a child profile, we use the information to provide the Services to you. We may use non-personal information for research purposes. We do not use personal information collected from or about a child for marketing or advertising purposes, we do not disclose it to third parties for their own marketing or advertising purposes, and we do not condition a child’s participation in any activity on the disclosure of more information than is reasonably necessary for that activity. We do not share or distribute any personal information about children, or otherwise, but we may disclose personal information as described below (for example, when we are compelled to do so).

Reviewing and correcting a child’s information: A parent or legal guardian may correct or remove the information in a child’s profile, and may decline to provide or communicate further information about that child. Please understand what we cannot do. Messages, photographs, requests, expense entries, and check-ins that mention or include a child are Exportable Records under Section 3. They are the record of a communication between two co-parents, they belong to both of them, and no User — and, in the ordinary course, not the Company either — can alter them or selectively remove information about a child from them. Section 3 describes how long Exportable Records are retained and the narrow circumstances in which the Company can quarantine or delete one. A calendar entry or personal note that mentions a child is not an Exportable Record, and the parent or legal guardian who created it may edit or remove it. A Call Recording that includes a child is retained and deleted as described in Section 3.

1. Description of Services

The Services include various features and functionality that may include audio and video calling, recording of the audio and video calls (with each participant’s consent), transcripts of recorded calls, the ability to send SMS text messages and photographs, Co-Parent Assist (our optional AI assistant, described in Section 24, which reviews a message before you send it), and sharing calendar events, financial information, personal information, and your child’s or children’s information with people known to you. The Company may impose limits on certain features and services or restrict your access to parts, or all, of the Services without notice.

2. Subscription and Cancellation

2.1 Subscription. To access or benefit from the Services, you must register for an Account and, during or by the end of any Trial Period, you must select a subscription term (“Plan”) and purchase a Subscription, or have an accepted Fee Waiver Application. After the end of any applicable Trial Period, if you have not purchased a Subscription you will still have access to your account in Read-Only Mode.

Each Subscription is for one (1) User only. To register and subscribe, you will be asked to provide first name, last name, email address, phone number, country, city, and zip code (if U.S.), and the system will capture your signup date/time and signup IP address (collectively, “Sign-up Data”). When you subscribe, you will also be required to provide payment information, unless you qualify for a fee waiver, as described below. When you enter your payment information, you will be required to provide a physical billing address, your payment method, and potentially other personal information. Your physical billing address and such other personal information are encrypted and stored by Stripe, our PCI Level 1 payment processor, if you purchase through the Site, or by Apple or Google, if you purchase through the App, and are not stored on our servers. We also have arrangements with certain third party vendors to which you may be required to provide personal information in order to use certain features of the Services, such as the ability to transfer payments though ipayou. Information collected by Dwolla, our payment infrastructure partner for ipayou, is described in Section 8.1. Our Privacy Policy describes how we share information with such third party providers.

For Subscriptions purchased through the Site, Stripe acts as our merchant of record and payment processor. Stripe processes your payment, appears as the merchant on your payment method statement, and handles chargebacks and refunds at our direction, as described in Section 19. Your Subscription and your right to use the Services are provided by the Company, and this Agreement remains between you and the Company. For Subscriptions purchased through the App, Apple or Google processes your payment under its own terms.

In addition to your Subscription fee, you agree to pay all applicable taxes, including any sales taxes assessed on your Subscription fee. For Subscriptions purchased through the Site, Stripe, as merchant of record, calculates, collects, and remits applicable sales taxes and VAT on your Subscription fee. For Subscriptions purchased through the App, Apple or Google does so under its own terms. Where VAT is included within your quoted Subscription fee, it is remitted from the Subscription fees actually received. By purchasing a Subscription, you authorize the Company, and Stripe, Apple, or Google as applicable, to immediately charge you via your selected payment method.

Your Subscription will automatically renew for additional Subscription Periods, for the same length, until either party cancels the auto-renewal. You may cancel auto-renewal at any time, without charge or penalty, through your Account settings on the Site or in the App, or by contacting us at support@appclose.com. If you purchased your Subscription through the Apple App Store or Google Play, you must cancel through Apple or Google using the subscription management settings in your Apple or Google account; we are not able to cancel an app store subscription on your behalf. Stripe’s role as merchant of record does not change how you cancel a Subscription purchased through the Site; cancel it through your Account settings or by contacting us. Cancellation takes effect at the end of the then-current Subscription Period. At the end of that period your Account is placed in Read-Only Mode as described below. Cancelling a Subscription does not close your Account. Your Subscription renews at the price, and for the Subscription Period, disclosed to you at the time of purchase unless we notify you of a change before the renewal date. You will receive notice of a pending auto-renewal for any Subscription Period longer than month to month. Cancellation of Subscriptions, and Refunds, are subject to our Refund Policy.

An account is placed in Read-Only Mode (i) after the expiration of a Trial Period if no Subscription is purchased; (ii) if a monthly Subscription payment that is due is not made by the end of the Grace Period; or (iii) after the expiration of a Subscription Period that is not renewed, including where you have cancelled the auto-renewal. Read-Only Mode continues until the Account is reactivated by a paid Subscription or an approved fee waiver, or until the Account is closed or terminated as described in Section 2.2.

In Read-Only Mode, any parties with whom you were connected will see that you are not receiving communications through the Platform. Your Account remains open. You continue to sign in with the same email address, you may view and export your records at any time, and you may reactivate the Account. If you reactivate your Subscription, it will be at the then applicable rates for new Users and based on the Plan that you select.

To ensure that all users have access to the Services, we grant fee waivers for financial hardship to families who receive certain means-tested government benefits, to survivors of domestic violence and their co-parent, as well as discounts to families with active-duty service members and veterans, all as set forth in our Fee Waiver Application.

When you register for an Account, your email address is used as your unique account identifier. We can also locate your account with your registered mobile phone number. We cannot search for your Account or your records by your first and/or last name or other personal identifying information. If you forget or lose access to the email address used to create your Account, your records remain archived as described below. To ensure a means to restore Account access and continued availability to your Account records, we encourage you to register your mobile phone in your profile and/or a recovery email address. Without a mobile phone number and/or a recovery email address on record, if you forget or lose access to the email address used to register your Account we will not have a means to verify your identity to restore your access to your Account. If you lost access to a public/consumer email account with Google (@gmail), Microsoft (@outlook), Yahoo (@yahoo), or other public/consumer email account, you should contact your email provider for assistance to restore access to your email account.

2.2 Account Closure and Termination

You may close your Account at any time through your Account settings or by contacting us at support@appclose.com. Closing your Account cancels your Subscription in accordance with the Refund Policy and ends your ability to use the Services to communicate with other Users. It also changes how you obtain your records: after closure you can no longer sign in to export them yourself, and you obtain them by request as described below. If you purchased your Subscription through the Site, we direct Stripe, as merchant of record, to stop any further charges to your payment method and to issue any refund due to you under the Refund Policy. If you purchased your Subscription through the Apple App Store or Google Play, closing your Account does not cancel that subscription; you must cancel it through Apple or Google using the subscription management settings in your Apple or Google account, as described in Section 2.1.

Closing your Account is permanent. Once an Account is closed it cannot be reopened, and the email address associated with it cannot be used to register another Account. If you later want to use the Services again, you may register a new Account and purchase a new Subscription using a different email address. A new Account does not restore the records of a Closed Account, and those records cannot be moved into it. We retain the email address associated with a Closed Account so that it is not used again.

After an Account is closed you can no longer sign in to it or export your records through the Platform. To obtain your Exportable Records from a Closed Account, contact us at support@appclose.com. Once we have verified your identity, we will send a PDF copy of the Exportable Records from that Account to the email address associated with the Closed Account or, if you no longer have access to that address, to a recovery email address that was on file for the Account when it was closed, and to no other address. If you no longer have access to either address but a mobile phone number was on file for the Account when it was closed, we may use that number to verify your identity and to establish a replacement email address, and we will send the PDF only to that replacement address. There is no deadline for making the request and no charge for the PDF. If you have lost access to the email address associated with the Account and no recovery email address or mobile phone number was on file when it was closed, we will not be able to verify your identity or send the PDF, for the reasons described in Section 2.1.

The PDF is not a Certified Records Export. It is a copy of your records that the Company does not authenticate, verify, or certify as to accuracy, completeness, or origin, and the foundation that must be laid for its admissibility is determined by the applicable court or other tribunal. It does not include Call Recordings or transcripts. Those are not part of any records export; they are downloaded through a separate feature in the App, as described in Section 4.7, and once an Account is closed they can no longer be downloaded. Download any Call Recording or transcript you want to keep before you close your Account. If you require certified records from a Closed Account, our Subpoena Policy describes the process available for that purpose in the United States.

We may suspend or terminate your Account, or any part of the Services, if (i) we are required to do so by law or by a court or governmental order; (ii) your Account is used in a manner that creates a risk of harm to another User or to a child; or (iii) you withdraw your consent to receive Communications and records electronically, as described in Section 10.4. Except where prohibited by law or where immediate action is necessary to prevent harm, we will give you notice before we terminate your Account. An Account terminated under clause (i), (ii), or (iii) becomes a Closed Account and is treated in every respect as if you had closed it yourself: it cannot be reopened, the email address associated with it cannot be used to register another Account, and you may obtain your Exportable Records only by contacting support as described above. We may decline to provide the Services to any person whose Account was terminated under clause (i) or (ii). Non-payment is different. If a Subscription payment remains unpaid after the end of the Grace Period, your Account is placed in Read-Only Mode as described in Section 2.1 rather than closed or terminated; it remains open, you continue to sign in with the same email address, and you may view and export your records and reactivate the Account at any time.

Closing or terminating an Account does not delete Exportable Records or Sign-up Data. Those records are retained as described in Section 3, remain subject to Compelled Disclosure, and remain subject to any rights you have under applicable data-protection law. Call Recordings and their transcripts are an exception: they are deleted after closure or termination on the schedule described in Section 3. If a court order requires you to use the Platform, closing your Account does not release you from that obligation. We are not a party to your court order and we do not enforce it.

The following provisions survive any closure or termination of your Account: Section 2.2 (Account Closure and Termination), Section 3 (Records and Retention), Section 4 (Disclosure of Your Information), Section 5 (Trademark and Copyright Information), Section 7 (User Content), Section 13 (No Financial, Legal, or Other Advice), Section 14 (No Warranties), Section 15 (Limitation of Liability), Section 16 (Indemnity), Section 22 (No Waiver), Section 23 (Governing Law; Dispute Resolution), Section 25 (General Provisions), and Section 26 (Entire Agreement), together with any other provision that by its nature is intended to survive.

3. Records and Retention.

Because Exportable Records are records that document your interactions with other parties, and may reasonably be anticipated to be needed for legal proceedings, to respond to lawful requests, or for other legitimate purposes permitted by law, Exportable Records and your Sign-up Data necessary to locate these records will be retained for as long as reasonably necessary to protect against, exercise, or respond to legal claims, and to comply with other legal, regulatory, tax, accounting, and reporting obligations, which period may be indefinite, and even if you close your account. This retention is at all times subject to applicable laws, including data-protection law and any data-subject rights you may have. To the extent permitted by applicable law, you authorize the Company to retain your Exportable Records and Sign-up Data as described in this Section.

Call Recordings and their transcripts are an exception to the retention described in this Section. While your Account is open or in Read-Only Mode, each Call Recording, and any transcript of that Call Recording, is retained until, and is deleted on, the last day of the calendar month that is two (2) years after the calendar month in which the call was made. The Call Recordings of all calls made in the same calendar month are therefore deleted on the same day; for example, a call recorded on any day in March 2027, and any transcript of it, is deleted on March 31, 2029. That period is measured from the calendar month of the call, and it does not restart or stop for entry into Read-Only Mode or reactivation. If your Account is closed or terminated, the Call Recordings and transcripts held for your Account are instead retained for three hundred sixty-five (365) days after the date of closure or termination and are then deleted, whether that date falls before or after the date on which they would otherwise have been deleted. A Call Recording made before this version of the Agreement took effect is treated, for this purpose, as if the call had been made in the calendar month in which this version took effect. Retention is determined for each participant by the status of that participant’s own Account; the closure or termination of the other participant’s Account does not change when a Call Recording or transcript is deleted for your Account. The Company will notify each participant in the call whose Account is open or in Read-Only Mode at least thirty (30) days before a Call Recording or transcript is deleted for that participant’s Account. While your Account is open or in Read-Only Mode a Call Recording and any transcript of it are available for download in the App at any time before they are deleted. If your Account is closed or terminated you can no longer sign in to it and can no longer download them, so you should download any Call Recording or transcript you want to keep before you close your Account. When a Call Recording or transcript is deleted for your Account, it cannot be recovered for your Account, and the Company retains a copy only if, and only for as long as, it remains within the retention period for the other participant’s Account. The Company will suspend this deletion for any Call Recording or transcript that the Company itself is required to preserve under a litigation hold, a preservation demand, a court order, or another legal obligation that applies to the Company, and will retain it for as long as that obligation applies to the Company. Once the Company learns that its obligation has ended, it will delete the Call Recording or transcript promptly. A preservation obligation that applies to you or to another User, but not to the Company, does not suspend this deletion; if you are under such an obligation, download the Call Recording or transcript before it is deleted. The Company will delete a Call Recording or transcript earlier than described in this paragraph where applicable law requires it to do so.

Exportable Records are encrypted when created, stored, and preserved with a documented chain of custody intended to support their evidentiary use. No User can modify or delete an Exportable Record. A User who created and shared an expense entry may withdraw it. Withdrawing an expense entry does not modify or delete it: the original entry remains in the Exportable Records with all of its details and is displayed with a line through it to show that it was withdrawn. Calendar entries, personal notes, profile information, and shared contacts are not Exportable Records; you may edit or remove them yourself, and doing so does not alter any Exportable Record that referred to them.

The Company can decrypt an Exportable Record. Decryption is a tightly controlled process that occurs only (a) when decryption is required for the Company to produce records to comply with a proper subpoena, court order, governmental order, or other legally binding request; (b) when the Platform decrypts a record automatically, at a system level and only for as long as the operation takes, to deliver or display a record to a person who is entitled to view it through the Platform or through AppClose Pro, to produce a Certified Records Export or Uncertified Records Export requested by an authenticated User who is entitled to those records, or to process records through the AI features described in Section 24 at the direction of a User or of a professional who is entitled to view those records through AppClose Pro, in which case the decrypted copy is transient and is not retained by the system and the stored record remains encrypted; or (c) when decryption may be required for the Company to quarantine or delete Exportable Records (i) if the Company determines that it is required under a court order or other legally binding request under applicable law to quarantine or delete all or any portion of an Exportable Record; or (ii) if both co-parents request in writing in a form designated by the Company the removal of an image in an Exportable Record, and the Company determines that it is legally permitted to quarantine or delete it; or (iii) if the Company determines that it is required to do so in order to give effect to a valid request by a data subject exercising rights under applicable data-protection law. Any such quarantine or deletion of an Exportable Record by the Company will be recorded within the record itself, including any Certified Records Export. Any such quarantined record will be quarantined by the Company separately from the Exportable Records and will be produced only upon court order or other legally binding request (which may follow, where available, in camera inspection, a protective order, or a similar process).

Where the Company is required to act on a request or order described in clause (c) above, the Company will quarantine the affected Exportable Record. The Company will delete an Exportable Record entirely from the system only if the Company is not legally permitted to quarantine it. The Company will not act on a request under clause (c)(ii) if it knows the Exportable Record is subject to a litigation hold, a preservation demand, a court order, or another legal obligation to preserve it, and nothing in clause (c)(ii) obligates the Company to act on any particular request.

A Call Recording may include a transcript of the recorded call if the transcript was requested by a participant to a Call Recording within the appropriate time limits to request such a transcript, and if a transcript in the language used in the Call Recording is supported at the time requested. If you withdraw your consent for future recordings, it does not apply to any Call Recordings to which you previously consented. If you have consented to Call Recording, you will hear an announcement that the call will be recorded. If you do not wish to have a call recorded, hang up and change the setting that allows recorded calls from the person calling.

4. Disclosure of Your Information

4.1 Access to Records by Users in Your Circle. Your information is shared only with individual members of your circle with whom you choose to share it. If information is shared only with your co-parent, other members of your circle will not see it or have access to it. If your co-parent is not connected to you on the Platform, in solo mode you may share a request, calendar event, or expense entry with your co-parent by sending a link outside the Platform. Anyone who has that link can open the item in a web browser without signing in or entering a passcode, download a calendar event as a calendar file, and approve or decline a request. A shared link expires ten (10) days after it is sent and cannot be revoked before it expires, so share a link only with a person you intend to have access to that item during that time. A link sent before this version of the Agreement took effect expires ten (10) days after this version took effect. Because the Platform archives all information generated by Users (you and others), any Account Activity that you have shared in common with all members of a family circle may be retrieved by anyone in that family circle, provided the person requesting the information has an active Account at the time of the request.

4.2 Court and other Legal Professional Access to Records. Subject to a User providing the necessary consents described in Section 4.6, information related to your account, including all records of Account Activity, and/or Certified Records Exports (described in Section 4.4) may be accessible through AppClose Pro to (i) a court appointed legal guardian or other court appointed professional, such as a guardian ad litem; or (ii) to a legal or other professional or court to whom you have granted access to records of Account Activity or Certified Records Exports in AppClose Pro. Call Recordings and transcripts are an exception: they are not accessible through AppClose Pro and are available only to the participants in the call, as described in Section 4.7. Each Certified Records Export bears a unique identifier (“Export ID”). It is certified, and may be verified, as described in the Subpoena Policy.

4.3 Compelled Disclosures. Like any company, the Company is required by law to respond to subpoenas, which means any Account Activity will be disclosed in accordance with a proper subpoena, court order, or other legal process, as described in our Subpoena Policy (“Compelled Disclosure”). If we determine in good faith that a Compelled Disclosure was not initiated by you or your counsel, we may either provide you written notice of such Compelled Disclosure to give you an opportunity to seek a protective order or other appropriate remedy, or, if legally permitted, confirm that your counsel has received notice of such Compelled Disclosure. The Company gives notice of a Compelled Disclosure where applicable law requires it, but nothing in this Section otherwise obligates the Company to notify you of a Compelled Disclosure, to delay its response, or to oppose the process on your behalf. Some investigations conducted by government agencies (for example a law enforcement agency), may require that the Company not inform you that such Compelled Disclosure is in process, and you agree to hold the Company harmless for complying with any such order.

The Company does not review Account Activity before producing it. It does not read your records to determine whether they contain PII, PHI, privileged material, information about your children, or anything else, and it does not redact. Whether any material should be withheld, redacted, or produced under seal is determined through the legal process by the parties to it and by the applicable court or other tribunal, and not by the Company. The quarantine described in Section 3 is not an exception: the Company quarantines a record only on the grounds stated in that Section, and never as a result of reviewing what the record contains.

4.4 Certified Records Export. Any Certified Records Export offered by the Company for Users will contain user-designated types of records of Account Activity within the User selected date range. A Certified Records Export is a PDF file that contains the exported records together with a certification of those records as business records, signed electronically by the Company’s records custodian. The Subpoena Policy describes the form of that certification, the evidentiary rules the Certified Records Export is designed to address, and the measures applied to the export file to identify its source and reveal alteration. The Company may update the Subpoena Policy from time to time. A Certified Records Export does not include Call Recordings or transcripts, which are not certified records, as described in Section 4.7.

4.5 Uncertified Records Exports. Any Uncertified Records Exports will contain User-designated types of records of Account Activity within the User selected date range. An Uncertified Records Export does not include Call Recordings or transcripts, which cannot be designated for export and are downloaded through a separate process, as described in Section 4.7.

4.6 Consent to Share Electronic Records. Any PII and PHI that you enter in the Platform as part of Account Activity (including through chat), the name you enter in your profile, and information about a child in a child profile, may be subject to disclosure in connection with information access within a circle, and/or disclosures described in this Section 4, including disclosure by your co-parent as a result of their record exports. You agree to hold the Company harmless for any information (including PII and PHI) contained in or related to any such disclosure. You may be required to sign a separate authorization for electronic disclosure of PII and PHI in connection with your AppClose Certified Records Exports and/or Uncertified Records Exports. Your consent is not intended to waive the privacy or confidentiality rights of any other person.

Any consent that applicable law requires for the processing of health data or other sensitive information is obtained separately within the Platform. It is not given by your acceptance of this Agreement.

4.7 Call recordings and call transcripts are stored for the period described in Section 3, and the participants in the call may download them through the call recording download feature in the App while the Account is open or in Read-Only Mode, as described in Section 3. That feature is separate from the records export process; Call Recordings and transcripts cannot be designated for inclusion in a Certified Records Export or an Uncertified Records Export. Call recordings and call transcripts are not certified records that we authenticate, verify, or certify as to accuracy, completeness, or origin. Such materials may be offered in various legal proceedings, but they are subject to different evidentiary standards, including chain of custody and authentication. The foundation that must be laid for admissibility of call recordings and transcripts is determined by the applicable court or other tribunal.

4.8 Other Disclosures. Where applicable law permits or requires it, the Company may disclose Sign-up Data and Account status information to law enforcement in response to a valid legal request, where the Company reasonably believes disclosure is necessary to prevent an imminent risk of death or serious physical injury to any person, or to investigate suspected fraud against, or unlawful use of, the Platform. Because Account Activity is encrypted and may be decrypted only on the grounds described in Section 3, disclosure of the content of Account Activity requires legal process.

5. Trademark and Copyright Information

5.1 Services Material. All material within the Services, including, but not limited to, text, data, graphics, logos, button icons, images, audio and video content, Company links, digital downloads, data compilations, and software (collectively “the Services Material”) is owned by, controlled by, licensed to, or used with permission by the Company and is protected by copyright, trademark, and other intellectual property rights. Such material is made available solely for your personal or non-commercial use and, except for being used within the Services, may not be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the express prior written consent of the Company in each instance.

5.2. Copyright Complaints (DMCA). We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. If you believe that material available through the Services infringes a copyright you own or control, send a written notice to our designated agent that includes: (i) a physical or electronic signature of the copyright owner or a person authorized to act on the owner’s behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material claimed to be infringing, with information reasonably sufficient to permit us to locate it; (iv) your name, address, telephone number, and email address; (v) a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorized to act on the owner’s behalf.

Designated agent: Copyright Agent, AppClose, Inc., 5000 Plaza on the Lake, Suite 300, Austin, TX 78746; telephone: 888-567-0727; email: dmca@appclose.com.

If you believe that material of yours was removed or disabled by mistake or misidentification, you may send a counter-notice to the same agent containing the elements required by 17 U.S.C. § 512(g)(3). We will, in appropriate circumstances, terminate the Accounts of Users who are repeat infringers. Please note that under 17 U.S.C. § 512(f) you may be liable for damages if you knowingly make a material misrepresentation in a notice or counter-notice.

6. Limited License

Company grants you a limited, personal, non-exclusive, non-transferable, revocable right and license to use the Services through your rightful access to the Platform. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may not copy, distribute, share, modify, or otherwise make derivative uses of the Site or the App or any Company software or any portion thereof; (ii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Site or App or any Company software; (iii) you may not use any data mining, robots, or similar data gathering or extraction methods; and (iv) you may not use the Services other than for their intended purpose. Except as may be granted in writing by Company to you, no Services Material may be, without limitation, reproduced or stored in, or transmitted to, any other electronic storage device not expressly authorized by Company and no Services Material may be disseminated in any form, either electronic or non-electronic, nor included in any retrieval system or service without the prior written permission of Company. Except as expressly permitted in this Agreement, any use of any portion of the Services Material without the prior written permission of the Company is prohibited and will terminate the license granted herein. Other than the limited license in this Section 6, nothing in these Terms may be construed as conferring any other intellectual property rights to you.

7. User Content

All materials of any kind generated via the Services or online by you, or through any third party accessing your Account, whether or not such third party is authorized by you, including without limitation, any information, data, text, messaging text, images, photographs, recordings, Call Detail Records, Call Recordings, financial information, health information, calendar events, user data, or other personal information and materials uploaded or transmitted by you are considered individually and collectively "User Content". Company does not own, review, or have any control over User Content, and is not responsible for any use or misuse (including any distribution) of User Content by you or any third party. By creating or submitting User Content of any nature, you represent and warrant that you own, or have obtained all rights, consents, and permissions necessary to submit, your User Content and to grant the license below. You hereby grant Company a worldwide, irrevocable, perpetual, non-exclusive, royalty-free, sublicensable (solely to service providers acting on our behalf) license to your User Content for Company to store, transmit, display, and remove, all in accordance with this Agreement and Company’s Privacy Policy, and otherwise distribute your User Content to the User(s) or other persons that you have selected to receive such User Content.

8. Third Party Products.

The Services may make available listings, descriptions, and images of goods or services, as well as references and links, to third party products or services (“Products”). Such Products may be made available for any purpose, including general information purposes. The availability through the Services of any listing, description, or image of a Product does not imply our endorsement of such Product or affiliation with the provider of such Product. We make no representations as to the completeness, accuracy, reliability, validity or timeliness of such listings, descriptions or images (including any features, specifications and prices contained therein). Such information and the availability of any Product is subject to change at any time without notice. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the possession, use, and sale of any Product. We do not endorse or assume any responsibility for any other Products.

8.1 Specific Terms & Conditions for ipayou Payment Services

We encourage users in the U.S. to sign up for ipayou®, our payment platform that allows users to transfer money to other users’ bank accounts. Payment functionality within ipayou is provided via an agreement that we have with Dwolla, Inc. (“Dwolla”) to use the Dwolla payment platform to power ipayou, and to comply with the applicable Dwolla requirements and rules. Currently, ipayou is available only to users in the U.S.

Dwolla Transfer Service. To use ipayou’s payment functionality, you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. You authorize Company to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through the Services, and Dwolla account notifications will be sent by Company, not Dwolla. Company will provide customer support for your Dwolla account activity, and can be reached at support@appclose.com, and/or 888-567-0727.

To send or receive transfers using Dwolla, you must link an existing bank or credit union account. By linking an account through Dwolla, you may use ipayou to transfer money to another party (typically your co-parent or attorney). Any personal information that you may be required to share with Dwolla is subject to the Dwolla Terms of Service and Privacy Policy. Any personal information that we collect is subject our Privacy Policy. Registration and information required by Dwolla for verified users may include name, address, date of birth, social security number, and similar information in accordance with applicable laws and ACH rules, or as otherwise required to be functional. Information provided in connection with user verification is transmitted from Dwolla to the Company in encrypted form. Once received, it is accessible to the Company, except your social security number, which is not accessible to the Company.

As part of the Services’ functionality, Company will display and maintain records of the dollar amount of any financial transactions related to your account with Company, your transaction information (including recipient/bank account identifiers, date, status, and the like), along with any user notes or information entered for each particular transaction, if any.

The Company does not charge any transaction fees or other charges to Users for their use of ipayou. Use of ipayou without charge is included in all Subscriptions, subject to compliance with the requirements of these specific ipayou terms and conditions.

Transfers through ipayou are processed from the sender’s linked account through the Dwolla network to the recipient’s linked account. The time to complete a transfer will vary depending on the circumstances, but the normal transfer time is three to five business days. Information about the time lapse between the sender’s initiation of a transfer, and the actual receipt of the transfer by the recipient, can be obtained by contacting us at support@appclose.com.

Any disputes that you may have related to any payment transfers through the Dwolla network must be addressed to Company and not to Dwolla. See Section 23 for the dispute resolution process between you and Company.

Once you set up an ipayou account under an email address, for security reasons you may not open another ipayou account under another email address.  As a result, if for some reason the email address with which you opened your AppClose Account and your ipayou account is lost or unavailable, you may open another AppClose Account under a new email address, but you will not be able to open another ipayou account using the social security number associated with your original ipayou account. In that scenario, you would no longer be able to sign in to your original AppClose Account, and you could obtain its Exportable Records only by request, as described for a Closed Account in Section 2.2, and only if we are able to verify your identity as described in Section 2.1.

9. Access to Your Account

You are responsible for all use of the Services through your Account and for maintaining the confidentiality of your login credentials and for preventing unauthorized access to your Account and any personal information you enter. We discourage sharing access to your Account, and sharing access may be inconsistent with the terms of your court order. We are not a party to your court order. We authenticate users based on login credentials; we cannot determine the identity of the actual person accessing or viewing an account. The Services permit the addition of a third party or parties as Users which enables each person’s communications to be appropriately logged and identified. If you believe there has been a breach of security such as the disclosure, theft, or unauthorized use of your Account, you must notify us immediately by email at support@appclose.com of any need to deactivate an authentication method due to security concerns. Please also read our Privacy Policy for further information.

10. Consent to Electronic Communications

10.1. Transactional Communications. We may send you transactional or service-related Communications such as notices about your Account, security alerts, payment confirmations and Subscription or fee waiver status, updates to the Platform to ensure you are using a supported version to maintain access to all functionality, updates about the Services, updates to these Terms and/or the Privacy Policy, and your use of the Services (“Transactional Communications”). You consent to receive Transactional Communications electronically. Because Transactional Communications are necessary to provide the Services and administer your Account, you may not opt out of them while your Account is active. Your use of the content received through Communications will be subject to these Terms.

10.2 Promotional Communications. We do not currently send promotional Communications, such as newsletters, offers, surveys, or other marketing materials. If we do so in the future, we will obtain your prior express consent where applicable law requires it, your consent will not be a condition of purchasing or using the Services, and every promotional Communication will include a means to opt out at no cost. Opting out of promotional Communications will not stop Transactional Communications.

10.3 Text Messages. If you provide us with a mobile phone number, you agree that we may send Transactional Communications to that number by SMS or text message, including messages sent using an automatic telephone dialing system. Reply STOP to any message to stop receiving text messages from us. Stopping text messages does not stop Transactional Communications; we will continue to deliver those by email, through the AppClose Official Chat in the App, or by push notification. Message and data rates may apply and message frequency varies. Mobile carriers are not liable for delayed or undelivered messages. You represent that you are the subscriber or the customary user of any mobile number you provide, and you agree to update your Account promptly if that number changes or is reassigned.

10.4 Consent to Electronic Records and Signatures. You consent to the use of electronic records and electronic signatures in connection with this Agreement and your use of the Services, under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law. You agree that all Communications and records that we provide electronically satisfy any legal requirement that such Communications or records be in writing, and that your electronic acceptance of this Agreement has the same legal effect as a handwritten signature.

To access and retain electronic records, you need a device with internet access, a current web browser or a supported version of the App, an active email account, and the ability to view and save files in PDF format.

You may withdraw your consent to receive records electronically, or request a paper copy of this Agreement or of any Communication that applicable law requires us to provide to you in writing, at no charge, by contacting us at support@appclose.com. This does not apply to Exportable Records, Certified Records Exports, Uncertified Records Exports, Call Recordings, transcripts, or other content generated through your use of the Services, which are available only in the electronic forms described in this Agreement. If you withdraw your consent, we may be unable to continue providing the Services to you, and we may terminate your Account under clause (iii) of Section 2.2. Withdrawal of consent takes effect only after we have had a reasonable opportunity to act on it, and does not affect the validity of records provided before that time. Please keep the email address and mobile number in your Account settings current.

11. Support

Company alone will maintain and support the Services as it sees fit and neither Apple nor Google has any obligation to furnish any maintenance or support services with respect to the Services. Please send all inquiries to support@appclose.com. To ensure accurate recordkeeping and consistent support, we handle all customer support inquiries through Zendesk, our customer support platform that manages and tracks customer inquiries, support tickets and communications, and issue resolution. That allows us to document each request clearly and provide precise, traceable assistance. Other than telephone support for ipayou payment activity as described in Section 8.1, we do not offer live phone support; our support team responds promptly to support requests to help resolve any issues efficiently.

12. Location Services; User Modifications of Software

We use Location Services to provide you certain features. You can choose which features you wish to use, and when you want to share your location to enable features that use Location Services. YOUR LOCATION IS NEVER SHOWN TO OR SHARED BY US WITH THE OTHER CO-PARENT OR OTHERWISE, SUBJECT TO COMPELLED DISCLOSURES.

For example, the App contains a “check-in” feature that allows you to indicate the place and time that you arrived at a specific location. This feature enables you to create a record of the time and place that you picked up or dropped off your children. A check-in automatically records the location of your device at the time of the check-in. You may add a different location to a check-in, but the location that was recorded automatically remains part of the record and is shown with it. Check-ins cannot be shared, but are Exportable Records. No other party in your circle (including your co-parent) has access to this record. Subject to our obligation to comply with proper subpoenas, you decide how you wish to use any check-in records that you generate within the App.

To use features in the App that use Location Services -- such as the check-in feature -- you must enable Location Services on your iOS or Android device, and give your permission to the App before we can use your location data in connection with features that use Location Services. You may limit access to your location data to only when you are using the App, or you may allow the App full access to your location data even when you are not using the App.

You can disable Location Services in the App at any time.

For more information on how Location Services work on iOS devices, see support.apple.com. For Android devices, see support.google.com.

End user license agreements of Apple and Google restrict end user modification of the software in an iOS or Android device.  To ensure the accuracy of records, and overall App performance, certain features in the App may not be accessible to devices with any such modifications.

13. No Financial, Legal, or Other Advice.

The Services may provide links to, or information about, legal counsel. The Services also facilitate various payments. The Services do not constitute or provide any financial, legal, accounting, or other advice, nor do the Services endorse any legal or other professional.

14. No Warranties.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY ARRANGEMENTS MADE BETWEEN YOU AND ANY OTHER USER OF THE SERVICES OR THROUGH ANY CONTENT OR USER CONTENT IS AT YOUR SOLE RISK AND YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND ANYTHING CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO, SERVICES MATERIAL, USER CONTENT, SOFTWARE, SOFTWARE APPLICATIONS, THIRD PARTY SOFTWARE, ATTORNEY PROFILES AND CONTACT INFORMATION (THE "ITEMS") ARE PROVIDED "AS IS" AND THAT THE COMPANY MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE ITEMS, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE STOCKHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

While we try to maintain the timeliness, integrity, and security of the Services, we do not guarantee that the Services are or will remain updated, complete, correct or secure, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors, and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any such alteration, contact us at support@appclose.com with a description of such alteration and its location within the Services.

Nothing in this Section limits or excludes any guarantee, warranty, condition, or right that applicable consumer protection law gives you and that cannot be excluded, restricted, or modified by contract. Some states do not allow the exclusion of implied warranties, so some or all of the exclusions above may not apply to you, and you may have additional rights that vary from state to state.

15. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE SERVICES; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (A) $100.00; OR (B) THE TOTAL AMOUNT YOU PAID TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, IF ANY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT.

ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

Nothing in this Section excludes or limits liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for gross negligence or willful misconduct, or for any other liability that cannot lawfully be excluded or limited. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you, and you may have additional rights that vary from state to state.

16. Indemnity.

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless, Company and the Affiliated Entities from and against any claims, actions, demands, expenses, liabilities, costs, debts, and damages (including legal and professional fees) asserted by any third party arising from your use or attempted use of the Services (including all User Content), any third party’s unauthorized access to the Services via your Account, or your violation of any law, including without limitation, laws governing intellectual property or privacy rights, or your violation of the terms and conditions of this Agreement.

17. General User Acknowledgements and Responsibilities

17.1 You acknowledge that Company has no control over User Content. The Platform offers Co-Parent Assist, the optional, user-enabled AI assistant described in Section 24 below. If you have enabled predictive text functionality on your device or operating system outside of the Platform, that functionality may change the text that you enter. User Content within Exportable Records cannot be altered or deleted by any User.

17.2 As between Users, we are neutral. We do not arbitrate or moderate between Users. Users are aware that they may not alter or delete any User Content within Exportable Records. If a User chooses to communicate or post in an immature, unprofessional, offensive, abusive, obscene, or otherwise objectionable manner, since Users cannot alter or delete such User Content, such User Content may become part of a Certified Records Export or court record. Company is not responsible for the unlawful, improper, or tasteless creation, distribution, or use of User Content by any User or anyone else.

17.3 All User Content within Exportable Records is encrypted. The Company decrypts an Exportable Record only on the grounds, and in the manner, described in Section 3. You are responsible for using the Platform and maintaining a Subscription in accordance with any court order that requires or compels you to use the Platform.

17.4 You are responsible for obtaining and maintaining any legally necessary consents or permissions that may be required for you to disclose, retrieve, transmit, or store in the Platform. We do not review User Content and are not responsible for identifying malicious, dangerous, illegal, or inappropriate files. If you believe that a file that you receive contains illegal content or if you feel physically threatened, we recommend that you contact law enforcement. If you feel that you or your child are the subject of harassment or verbal abuse, or that another User is violating the terms of a court order, you may be able to get a restraining order or protective order from a court. We do not provide legal advice.

17.5 Other than as specified hereunder, Company does not accept any ideas, text, or content considered to be proprietary. Consequently, you expressly agree that, except for User Content, any material you submit to the Company in any format whatsoever (including to our customer support, reviews that you post, and the like), will be deemed an unrestricted, irrevocable, and perpetual grant of a payment-free and royalty-free, non-exclusive right and license to use, reproduce, modify, display, transmit, adapt, publish, translate, create derivative works from and distribute these materials throughout the universe in any medium and through any methods of distribution, transmission, and display whether now known or hereafter devised, or refrain therefrom in Company’s sole discretion. Additionally, you represent and warrant that you hereby irrevocably waive any moral rights in regard to any material or User Content you submit through the Services and you also agree that Company is free to use, for any purpose, any ideas, concepts, know-how, or techniques that you send it, whether intended for Company or not, without obligation to you of any kind whatsoever.

17.6 If you disable notifications for the App on your mobile device, you may not be aware of messages sent to you by your co-parent or other connected party. We encourage users (particularly court-ordered users) to enable notifications from the App in their mobile device settings.

17.7 We have a zero tolerance policy for hostile or antagonistic language directed towards our support staff.

18. Audio and Video Calls

Audio and video calls must be authorized by all parties to the call. Call Recording is included with your Subscription, and requires consent from both parties to record calls between two parties. If both parties have consented to Call Recording, either party may request and download a Call Recording, and a transcript of it, while the Account is open or in Read-Only Mode and during the retention period described in Section 3. At the end of that period the Call Recording and the transcript are deleted for your Account, as described in Section 3, and you will no longer have access to them. If you want to keep a Call Recording or a transcript, download it before that period ends. Audio and video calling, as well as Call Recording and transcripts through the App, are provided in conjunction with Twilio Inc. (“Twilio”). Transcripts of recorded calls are produced by Twilio, which receives the Call Recording and the names of the participants for that purpose. We encourage you to review Twilio’s privacy policy and terms of service to fully understand how they handle your data.

19. Subscription Cancellation & Refund Policy

If you cancel your Subscription, you will still be able to access and use your account and all features and Services for the time remaining in your Subscription Period, but your subscription will no longer auto-renew. Cancellations and refunds are subject to our Refund Policy. Except as expressly described in our Refund Policy, refunds for Subscriptions are not available. If you purchased your Subscription through the Site, direct your refund request to us at support@appclose.com. Stripe is our merchant of record and payment processor for those purchases, and any refund we approve is issued by Stripe to the payment method used for the purchase. If you purchase a subscription through the Apple App Store or Google Play, any requests for refunds must be directed to the applicable platform. Nothing in this section or the Refund Policy affects any non-waivable rights you may have under applicable consumer protection laws. Where any such laws provide for a refund right, those rights apply notwithstanding the Refund Policy.

20. Contacts

The Services include the option to import contacts from the address book on your mobile device. Importing contacts is optional; chat, calendar, and requests work without imported contacts. If you choose to import contacts, you grant Company access to the contacts you select, you may specify which contacts you will allow and which contacts you do not want to share with Company, and you may change or withdraw that access at any time through your device settings. You agree that Company assumes no responsibility for any consequence of including or deleting any contact from your list that Company may access. Please refer to our Privacy Policy, which limits how we may use such information.

21. Changes to Terms

We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including through Communications and/or by posting a revised Agreement, terms, or policies on the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Where applicable law requires advance notice of a particular change, or your separate consent to it, we will give that notice or obtain that consent before the change takes effect with respect to you. Changes to the Privacy Policy and the Consumer Health Data Privacy Policy are made under those documents; your continued use of the Services is not consent to a change in how we handle consumer health data, or any other information for which applicable law requires your separate consent.

Changes take effect when we post the revised Agreement or otherwise notify you of them, and your use of the Services after that time constitutes your acceptance of them. This does not affect a right that this Agreement expressly gives you to reject a particular provision by notice to us, such as the right to opt out of arbitration under Section 23.5, or any right that applicable law gives you to decline a particular term. Any such right applies only to the provision it concerns and only to the extent this Agreement or applicable law provides. It is not a right to reject a change to this Agreement generally, and the remainder of the Agreement continues to apply to you. The “Last Updated” legend above indicates when this Agreement was last changed. The Refund Policy has its own “Last Updated” legend.

22. No Waiver

No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition under this Agreement, and no act, omission or course of dealing or course of performance by Company, operates as a waiver or estoppel of any right, remedy or condition, nor shall the waiver by Company of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

23. Governing Law; Dispute Resolution.

We hope we never get into any disputes with you but just in case, here are some things that would apply:

23.1 GOVERNING LAW. THESE TERMS OF SERVICE AND THE INTERPRETATION OF THESE TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

23.2 VENUE. For any claim or dispute between you and the Company that is not subject to arbitration under this Section 23, or as to which arbitration is found not to apply, you and the Company consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas, and each party waives any objection to that forum on the ground of inconvenient forum or lack of personal jurisdiction. This Section does not apply to a claim brought in small claims court, and does not limit any right you have under applicable law to bring a claim in the courts of the state where you reside.

23.3 CONSUMER RIGHTS; USERS OUTSIDE THE UNITED STATES. Nothing in this Agreement limits any non-waivable right you have under the consumer protection law of the state where you reside. If you reside outside the United States, the arbitration agreement, the class-action waiver, the choice of Texas law, and the limitation period in this Section 23 apply only to the extent permitted by the law of your country of residence, and nothing in this Agreement limits any non-waivable right you have under the consumer protection law of your country of residence. Section 27 sets out additional terms for Users in the countries where the Services are available.

23.4 ARBITRATION OF DISPUTES. BEFORE EITHER PARTY MAY BEGIN ARBITRATION, THAT PARTY MUST FIRST SEND THE OTHER A WRITTEN NOTICE OF DISPUTE DESCRIBING THE CLAIM, THE RELIEF SOUGHT, AND THE NAME AND CONTACT INFORMATION OF THE PARTY BRINGING IT. YOU CAN SUBMIT COMPLAINTS AND NOTICES OF DISPUTE TO LEGAL@APPCLOSE.COM. WE WILL SEND OUR NOTICE OF DISPUTE TO THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT. IF THE DISPUTE IS NOT RESOLVED WITHIN 60 DAYS AFTER THE NOTICE OF DISPUTE IS RECEIVED, EITHER PARTY MAY PURSUE THE CLAIM AS PROVIDED BELOW. THE 60-DAY PERIOD, AND ANY APPLICABLE LIMITATION PERIOD, ARE TOLLED WHILE THE PARTIES ATTEMPT TO RESOLVE THE DISPUTE. YOU UNDERSTAND AND AGREE THAT EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL CLAIMS, DISAGREEMENTS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND THE COMPANY, AND ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARENTS, AFFILIATES, SUBSIDIARIES AND/OR RELATED COMPANIES ARISING OUT OF OR RELATING TO THE SERVICES, THE USE OR ACCESS THEREOF, OR THESE TERMS SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION, WHICH, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES. BECAUSE THE SERVICES PROVIDED TO YOU BY US CONCERN INTERSTATE COMMERCE, THE FEDERAL ARBITRATION ACT ("FAA") GOVERNS THE ARBITRABILITY OF ALL DISPUTES. HOWEVER, THE APPLICABLE FEDERAL OR STATE LAW MAY ALSO APPLY TO THE SUBSTANCE OF ANY DISPUTES. NOTWITHSTANDING THE FOREGOING, EACH PARTY RETAINS THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF A PARTY'S COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS.

23.5 YOUR RIGHT TO OPT OUT OF ARBITRATION. YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT IN SECTION 23.4 AND THE WAIVER IN SECTION 23.13. To opt out, send us written notice within thirty (30) days after the date you first accept these Terms, either by email from the email address associated with your Account to legal@appclose.com with the subject line “Arbitration Opt-Out,” or by mail to AppClose, Inc., Attn: Dispute Resolutions, 5000 Plaza on the Lake, Suite 300, Austin, TX 78746. Your notice must include your full name, the email address associated with your Account, and a clear statement that you want to opt out of arbitration. Opting out applies only to the arbitration agreement and the class-action waiver; the rest of this Agreement continues to apply, and Sections 23.1, 23.2, and 23.3 will govern any Dispute between you and the Company. Opting out will not affect your Account, your Subscription, or your use of the Services in any way, and we will not retaliate against you for opting out.

23.6 ARBITRATION RULES. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this "Dispute Resolution" section. (The AAA Consumer Arbitration Rules are available at www.adr.org/Rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

23.7 ARBITRATION PROCESS. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form for consumer Demand for Arbitration at www.adr.org). The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Texas and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

23.8 ARBITRATION LOCATION AND PROCEDURE. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and the Company submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

23.9 ARBITRATOR’S DECISION. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim.

23.10 FEES. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

23.11 MASS OR COORDINATED FILINGS. If twenty-five (25) or more Demands for Arbitration raising similar claims are filed against the Company by or with the assistance of the same law firm or coordinated group of counsel within a ninety (90) day period, the parties agree that the demands will be administered in batches of no more than fifty (50) at a time. The AAA will treat each batch as a single case for the purpose of filing and administrative fees, will appoint one arbitrator for each batch, and will issue one award for each batch unless the parties agree otherwise. All applicable limitation periods, including the period in Section 23.4, are tolled for demands awaiting assignment to a batch. Either party may seek an order from a court of competent jurisdiction to enforce this Section, and neither party may seek to have a demand administered outside of a batch while this Section applies.

23.12 CHANGES. Notwithstanding the provisions of the modification-related provisions above, if we change this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing us written notice of such rejection by mail or hand delivery to: AppClose, Inc., Attn: Dispute Resolutions, 5000 Plaza on the Lake, Suite 300, Austin, TX. 78746, or by email from the email address associated with your Account to: support@appclose.com, within 30 days of the date such change became effective, as indicated in the “Last Updated” legend above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and the Company in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms). A change to this “Dispute Resolution” section does not apply to a Dispute for which a Notice of Dispute was sent before the change took effect.

23.13 NO CLASS ACTIONS; WAIVER OF JURY TRIAL. NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS/CONSUMERS OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS.

23.14 EFFECT OF AN UNENFORCEABLE WAIVER. The waiver in Section 23.13 is an essential part of the arbitration agreement in Section 23.4. If the waiver in Section 23.13 is found to be unenforceable as to all or part of a Dispute, then that Dispute, or the part of it as to which the waiver is found unenforceable, is severed from arbitration and may be brought only in a court of competent jurisdiction identified in Section 23.2, and the remaining parts of the Dispute will proceed in arbitration. Under no circumstances will any class, collective, consolidated, or representative proceeding be arbitrated. Notwithstanding anything to the contrary in this Section 23, any claim for public injunctive relief is severed from arbitration, may be brought only in a court of competent jurisdiction, and will be stayed pending completion of the arbitration of any arbitrable claims. If any other provision of this Section 23 is found to be unenforceable, that provision will be severed and the remainder of this Section 23 will continue in full force and effect.

24. Artificial Intelligence.

The Services include the optional use of our AI assistant (“Co-Parent Assist”), which operates only if you enable it and helps you review messages before sending them to improve tone, reduce escalation risk, and enhance clarity. Co-Parent Assist can provide feedback, explain concerns, and may suggest an alternative. You decide whether to use your original message, to edit the message manually, or to regenerate another suggested message. You decide which message to send. Co-Parent Assist operates on the message you are composing, before you send it and before it becomes Account Activity, and it may use recent messages from the same chat as context for its suggestion. AI processing and AI suggestions are not part of Exportable Records; only the message you actually send is stored in an Exportable Record. The Company may retain your draft, the suggestion, and related scores in order to provide the feature. Separately, a message you send may be scored for toxicity and similar categories; that scoring is not part of Exportable Records. Co-Parent Assist reviews the message you are composing as you wrote it, including any names it contains, using a language model that the Company hosts on its own infrastructure. Co-Parent Assist and the other AI features available to Users operate on models hosted on the Company’s own infrastructure, and no User Content, records, or prompts from those features are transmitted to any third-party AI or language-model provider. If you share records with a professional through AppClose Pro, the AI features in AppClose Pro may process those shared records, limited to the categories and date range you selected and to the period in which your authorization is in effect, using a large language model operated by a third-party provider that processes them only on the Company’s instructions, does not store them beyond the request, and does not use them to train models. Transcripts of recorded calls are produced by Twilio, as described in Section 18. Section 5 of the Privacy Policy describes these practices in the same terms. We do not allow any partner or third party to use your data to train its own models, and we do not use the content of your Account Activity to train artificial intelligence models. We may, however, use aggregated and de-identified analytical data to update, modify, or otherwise improve the Services. You acknowledge that AI systems are a rapidly evolving field. Although we are always working to improve Services, the output from AI services is based on machine learning and may not always be accurate, complete, or available. You should not rely on any such output in any of our Services as a sole source of truth or factual information, or as a substitute for professional and/or therapeutic advice. It is your responsibility to evaluate the output of Co-Parent Assist or of any other AI services for accuracy and appropriateness for your use case, including using human review as appropriate, before using, modifying, or otherwise releasing such output.

25. General Provisions

You may not assign, sub-license, or otherwise transfer any of your rights under this Agreement. We may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, on notice to you. Except as provided hereunder, there are no third party beneficiaries to this Agreement. If any provision of this Agreement is found to be invalid by a court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure by Company to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy. Headings in this Agreement are for convenience only and will have no legal meaning or effect. Apple and its subsidiaries are third party beneficiaries of this license agreement and upon your acceptance of the Terms hereof, Apple will have the right (and be deemed to have accepted the right) as a third party beneficiary thereof, to enforce this Agreement against you. You represent and warrant that you are not located in a country that is subject to a US Government embargo or that has been designated by the US government as a “terrorist supporting country” and that you are not listed on any US government list of prohibited or restricted parties. Company, not Apple, will be responsible for the investigation, defense, settlement, and discharge of any intellectual property infringement claim.

We are not liable for any delay in performing, or failure to perform, any of our obligations under this Agreement to the extent caused by events beyond our reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, power or internet failures, or the failure or interruption of a third-party provider on which the Services depend.

26. Entire Agreement

Company reserves all rights hereunder. These Terms, together with the Refund Policy and Subpoena Policy, constitute the entire Agreement between you and Company with respect to the subject matter hereof and exclude any representations or warranties previously given or made. The Privacy Policy and the Consumer Health Data Privacy Policy are notices and are not part of the Agreement; nothing in this Section limits any right you have under those notices or under applicable data-protection law.

27. Users Outside the United States

The Services are available to Users in the United States, Canada, the United Kingdom, Ireland, Australia, New Zealand, South Africa, and Trinidad and Tobago. ipayou and Certified Records Exports are available only to Users in the United States. If you live outside the United States, the consumer protection laws of your country may give you rights that cannot be excluded or limited by agreement, including rights to cancel a Subscription and receive a refund, rights relating to the quality of the Services, and rights to bring a claim in the courts of your country. Consumers in the United Kingdom and Ireland may cancel a Subscription purchased through the Site within fourteen (14) days after the day they buy it, and consumers in South Africa within seven (7) days after the date of purchase, in each case for a full refund. Nothing in this Agreement excludes, restricts, or modifies any of those rights. Sections 14, 15, 16, and 23 apply to you only to the extent permitted by the law of your country of residence, and where any provision of this Agreement conflicts with such a right, that right prevails.