Closedata

Terms of Service

Last updated: 16 March 2026

1. Parties and Scope

These Terms of Service ("Terms") apply to all products and/or services sold or licensed to the client ("Client") by Closedata Lda ("Closedata").

Each of the entities mentioned above may be individually referred to as a "Party", or collectively, the "Parties".

2. Services

2.1 Services Identified in Order Form

Closedata will make available, and the Client will have a limited, non-exclusive, non-transferable, non-sublicensable, fee-bearing right to access and use the Closedata services (the "Services") identified in one or more Closedata order forms (each, an "Order Form") executed by Closedata and the Client.

Each Order Form is incorporated into these Terms by reference. If the terms of an Order Form conflict with these Terms, the terms in the Order Form prevail.

2.2 Site

The Services will be made available by Closedata via its website located at www.closedata.co and related subdomains (the "Site").

For the purposes of these Terms, Content means any and all content or information on the Site or created by using the Services (including "Deliverables" as defined in Section 2.5 below), as well as any written reports or materials made available to the Client and any information the Client receives from Closedata, regardless of how that information is disclosed.

2.3 Updates

Closedata reserves the right to modify the Services, the Site, and these Terms from time to time. Any modification will be effective upon posting on the Site where these Terms are available. The Client is advised to review these Terms periodically.

The Client's continued use of the Services or Content after any change is posted constitutes the Client's acceptance of such change.

2.4 Delivery

Closedata shall provide the Services and Content to the Client in digital form via password-protected online access available to each of the Client's Authorized Users (as defined in Section 3 below) ("Digital Delivery"). Digital Delivery will commence on the agreed Effective Date as set out in the applicable Order Form.

2.5 Allowed Usage of the Services

The Services and Content may only be used for the internal business operations of the Client.

The Client may make a number of copies of the text and/or graphical documentation that describe the outcome of the use of the Services ("Deliverables") or Content, as specified in the Order Form. Any use beyond that requires Closedata's prior written consent.

2.6 Excused Downtime

Client's use of the Services may be interrupted or unavailable from time to time, including under the following circumstances ("Excused Downtime"):

• third-party equipment malfunctions;
• scheduled maintenance or repairs;
• emergency maintenance or repairs;
• failures relating to websites or services of third parties affecting the Services or Content;
• causes beyond Closedata's reasonable control, including interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, or other failures.

2.7 Third Parties

Nothing in these Terms is intended to, or shall, confer any right on any third party.

3. Authorized Users and Registration

3.1 Authorized Users

An "Authorized User" is a full-time or part-time employee or contractor of the Client who is a natural person and is designated by the Client as a user under these Terms.

Authorized Users registered by automated methods are strictly prohibited.

Authorized Users do not include:

• parent companies,
• subsidiaries,
• portfolio companies,
• other group entities,

unless explicitly stated otherwise in the Order Form.

3.2 Quantity of Authorized Users

The Order Form specifies the number of Authorized Users who have access under these Terms.

Upon payment of the applicable additional fees, the Client may increase the number of Authorized Users during the term defined in the Order Form.

3.3 Registration

On Digital Delivery, each Authorized User is provided with a unique username and password. Each unique username and password may only be used by one individual, unless otherwise specified in the Order Form.

Usernames and passwords:

• shall not be shared;
• shall not be used by anyone who is not an Authorized User.

3.4 Responsibility for Authorized Users

The Client is responsible for all use of the Services by anyone accessing the Site or Services using a username or password issued to its Authorized Users.

The Client must promptly notify Closedata in writing if it becomes aware of any unauthorized access or use of the Services. Any breach of these Terms by an Authorized User is deemed a breach by the Client.

Closedata shall not be liable for any loss or damage resulting from the Client's or Authorized Users' failure to protect their accounts.

4. Payment Terms

4.1 Fees

The Client shall pay all fees listed in the relevant Order Form ("Fees"). Fees apply to the term specified in the Order Form. Closedata may change the Fees upon renewal of the Order Form with prior written notice to the Client.

4.2 Taxes

All Fees are exclusive of VAT and any other taxes, unless expressly stated otherwise. The Client is responsible for all applicable taxes and statutory charges, except for taxes assessed on Closedata's net income.

4.3 Payment Term

The Client shall pay undisputed invoices within fourteen (14) days of receipt, unless otherwise stated in the Order Form.

Amounts unpaid when due may accrue default interest at the statutory rate applicable under Portuguese law, without prejudice to Closedata's right to seek compensation for additional damages.

4.4 Right to Suspend the Services

If any payment is late, Closedata may suspend the Client's access to the Services until all overdue amounts (including interest) are paid in full.

5. Prohibited Usage

5.1 Competitive Usage

The Client shall not:

• create a competitive product or service using or based on the Services or Content;
• incorporate the Services or Content into any product or service that competes or is intended to compete with Closedata.

5.2 Interfering Usage

The Client shall not:

• use any device, software, or routine that interferes or attempts to interfere with the operation of the Site or Services;
• modify, decompile, decrypt, disassemble, or reverse engineer any portion of the Services, Site, or Deliverables.

5.3 Unauthorized Access

The Client shall not permit any person who is not an Authorized User to:

• view, access, use, download, or print any Content or Deliverables;
• use the username or password of any Authorized User;
• otherwise access or use the Services, Content, or Deliverables.

The Client shall not:

• redistribute, sublicense, transfer, sell, rent, lease, assign, or otherwise transfer rights in the Services;
• provide access to any competitor of Closedata.

5.4 Technological Attacks or Scraping

The Client shall not use any deep-link, scraper, robot, bot, spider, data mining, or similar automated tools to systematically access, acquire, copy or monitor any portion of the Content, Site or source code.

No right to obtain or use source code is granted.

5.5 Violations of Intellectual Property

The Client may not use the Site, Services, or Content in a way that infringes intellectual property or proprietary rights of Closedata or any third party.

5.6 Violation of Laws

The Client shall ensure its use of the Services, Content, and Deliverables complies with all applicable laws and regulations (including data protection laws).

5.7 Suspension for Breach

If Closedata reasonably believes that the Client or any Authorized User:

• is engaged in unauthorized access or use; or
• is otherwise in violation of these Terms or an Order Form,

Closedata may immediately suspend access to the Services and/or Content until the issue is resolved to Closedata's reasonable satisfaction.

Such suspension:

• does not reduce or suspend the Client's payment obligations;
• does not extend the term;
• may constitute a material breach.

6. Intellectual Property

The Client acknowledges that:

• the Site, Services, Content, Deliverables, and related documentation, including layout, functions, design, trademarks, service marks, copyrights and other intellectual property (collectively, "Intellectual Property"), are and remain the exclusive property of Closedata (or its licensors);
• no ownership rights are transferred to the Client under these Terms or any Order Form.

The Client waives any claim to ownership of the Intellectual Property, including Content or Deliverables that the Client downloads, prints, exports, or saves.

Only the limited access and usage rights expressly set out in these Terms and the Order Form are granted.

7. Confidentiality

"Confidential Information" means any non-public financial, technical, administrative, commercial or other information relating to a Party ("Disclosing Party") disclosed to or otherwise obtained by the other Party ("Receiving Party"), in any form, whether or not marked as confidential.

Confidential Information does not include information that:

• is or becomes publicly available other than through breach of these Terms;
• was lawfully in the Receiving Party's possession without confidentiality obligation before disclosure;
• is independently developed without use of the Confidential Information;
• is lawfully received from a third party without confidentiality obligation.

The Receiving Party shall:

• keep Confidential Information strictly confidential and protect it with at least the same care it uses for its own confidential information;
• not disclose it to any third party without prior written consent of the Disclosing Party;
• use it solely for the purpose of performing or receiving the Services under these Terms and applicable Order Forms.

The Receiving Party may disclose Confidential Information:

• to its employees, advisors, and contractors on a need-to-know basis, provided they are bound by confidentiality obligations at least as strict;
• where required by law, court, or competent authority, provided (where lawful) that the Disclosing Party is notified in advance.

Upon request, the Receiving Party shall return or destroy all Confidential Information, except where retention is required by law or for legal defense.

Confidentiality obligations survive termination or expiry of these Terms.

8. Recognition

Closedata may use the Client's name and logo on Closedata's websites, pitch decks, and marketing materials to identify the Client as a user of Closedata's Services, unless the Client objects in writing.

9. Term and Termination

9.1 Term

These Terms commence on the Effective Date of the first Order Form and continue until all Order Forms have expired or been terminated.

Each Order Form:

• starts on its Effective Date;
• remains in force for the initial term specified therein;
• unless otherwise stated, automatically renews for successive 12-month periods ("Renewal Terms") unless either Party gives at least sixty (60) days' prior written notice of non-renewal before the end of the then-current term.

9.2 Termination for Cause

Either Party may terminate these Terms and/or any Order Form with immediate effect by written notice if the other Party:

• materially breaches these Terms or an Order Form and fails to cure such breach within thirty (30) days of written notice; or
• becomes insolvent, is subject to insolvency proceedings, dissolution, or ceases operating.

9.3 Consequences of Termination/Expiration

Upon termination or expiry of an Order Form or these Terms:

• Closedata's obligation to provide the Services under the affected Order Form ends immediately;
• the Client shall immediately pay all Fees due and payable;
• the Client shall remove all Content from its systems, except: Deliverables obtained before termination; and any information that is publicly available (e.g., public company data).

Sections 4, 5, 6, 7, 9.3, 10, 11, 12, 16, 17 and 18 survive termination.

10. Representations and Warranties

10.1 Mutual Warranties

Each Party represents and warrants that it has full power and authority to enter into and perform its obligations under these Terms and applicable Order Forms.

10.2 Disclaimer by Closedata

The Site, Services, Deliverables and Content are provided "as is" and "as available".

Except as expressly stated in these Terms:

• Closedata makes no warranties, express or implied, regarding accuracy, completeness, fitness for a particular purpose, non-infringement, or results;
• Closedata does not warrant that the Services will be uninterrupted, error-free, or secure;
• Closedata does not guarantee that any Deliverables or outputs will be accurate, timely, reliable, or suitable for any specific decision or purpose.

10.3 Client's Assumption of Risk

The Client is solely responsible for decisions or actions taken based on the Site, Services, Deliverables or Content. Closedata has no liability arising from such decisions or actions.

11. Data Protection Compliance

To the extent Content or Deliverables contain personal data (as defined in Regulation (EU) 2016/679 "GDPR" and Portuguese data protection law), the Parties shall comply with all applicable data protection legislation.

Closedata's role (controller or processor) and specific obligations may be further defined in a separate Data Processing Agreement (DPA).

The Client is responsible for ensuring it has a valid legal basis to process any personal data through the Services and for configuring the Services in compliance with applicable law.

In the event of a personal data breach involving the Client's data, the Parties shall cooperate as required by applicable law.

12. Indemnification

12.1 Mutual Indemnification

Each Party shall indemnify, defend, and hold harmless the other Party from any third-party claims, costs, reasonable legal fees, damages, or liabilities arising from that Party's gross negligence or wilful misconduct.

12.2 Client's Indemnification

The Client shall indemnify and defend Closedata from any third-party claims, costs, reasonable legal fees, damages or other liabilities arising out of:

• Client's unauthorized use or disclosure of the Site, Services, Deliverables, or Content;
• Client's violation of applicable law in the use of the Services.

12.3 Procedures

The indemnified Party shall:

• promptly notify the indemnifying Party of any claim (failure to promptly notify does not relieve the indemnifying Party except to the extent of prejudice);
• allow the indemnifying Party to control the defense and settlement;
• reasonably cooperate (at the indemnifying Party's expense).

The indemnifying Party shall not settle any claim imposing admission of liability or non-monetary obligations on the indemnified Party without its prior written consent.

13. Limitation of Liability

Except for:

• breaches of Intellectual Property (Section 6);
• breaches of Confidentiality (Section 7);
• Client's payment obligations;

neither Party shall be liable to the other for:

• indirect, consequential, special, punitive, or exemplary damages;
• loss of profits, loss of business, loss of data, or business interruption,

even if advised of the possibility of such damages.

The aggregate cumulative liability of a Party for all claims arising from or relating to these Terms and/or any Order Form shall not exceed the total Fees paid and payable by the Client to Closedata under the applicable Order Form(s) during the twelve (12) months preceding the event giving rise to the claim.

14. Relationship of the Parties

The Parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, employment, franchise, or agency relationship.

Neither Party has authority to bind the other or make commitments on its behalf, except as expressly stated in these Terms or an Order Form.

15. Assignment

Neither Party may assign or transfer its rights or obligations under these Terms or any Order Form without the other Party's prior written consent, which shall not be unreasonably withheld.

Notwithstanding the above, Closedata may:

• assign any receivables; or
• assign these Terms and Order Forms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets,

without Client's consent, provided the assignee assumes Closedata's obligations.

16. Notices

Notices under these Terms shall be in writing and deemed given when:

• delivered by hand;
• sent by registered mail with acknowledgement of receipt; or
• sent by email with delivery confirmation,

to the addresses or email contacts indicated in the latest Order Form (or as otherwise notified in writing).

17. Entire Agreement and Severability

17.1 Entire Agreement

These Terms, together with the applicable Order Forms, constitute the entire agreement between the Parties with respect to the subject matter and supersede all prior agreements and understandings, whether written or oral.

No amendment to an Order Form is valid unless in writing and signed (including e-signature) by both Parties.

17.2 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid provision shall be replaced by a valid one that, as far as legally possible, achieves the intended economic effect.

18. Waiver

Failure or delay by either Party to enforce any provision of these Terms shall not be deemed a waiver of that or any other provision. Any waiver must be in writing to be effective.

19. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or in connection with them or any Order Form shall be governed by and construed in accordance with the laws of Portugal, excluding conflict of law rules.

The Parties shall first attempt to resolve disputes amicably through good-faith negotiations for at least thirty (30) days after written notice of the dispute.

If no settlement is reached, the dispute shall be submitted to the exclusive jurisdiction of the courts of Lisbon, Portugal.

20. Force Majeure

Neither Party shall be liable for failure or delay in performing its obligations (except payment obligations) due to events beyond its reasonable control, including strikes, labour disputes, fires, floods, pandemics, acts of war, terrorism, riots, power failures, or failures of telecommunications ("Force Majeure Event").

The affected Party shall:

• notify the other Party without undue delay;
• use reasonable efforts to mitigate the effects and resume performance.

If a Force Majeure Event lasts more than ninety (90) consecutive days, the non-affected Party may terminate the affected Order Form by written notice.

21. Closedata LinkedIn Integration Terms

This section supplements these Terms and describes the features and functions of Closedata's integration for LinkedIn ("Integration"), including how Closedata will collect and use the data you make available through the Integration. By choosing to use this Integration, you agree to this section.

21.1 How It Works

The LinkedIn Integration allows you to share access to your LinkedIn network (connections) with other users associated with your account, company, or subscription group ("Subscription Group").

Closedata provides tools for you to upload your LinkedIn connections to the Closedata platform. You may also import your LinkedIn connections directly into the Closedata console. If you decide to use the provided tools to upload your LinkedIn connections, we will periodically sync your new connections and surface them to the Subscription Group.

The purpose of this feature is to prioritize database updates and facilitate sharing of LinkedIn connections within the Subscription Group for the mutual benefit of Subscription Group members. Closedata will use the public LinkedIn URLs made available by you to maintain Closedata's product, and Closedata will not directly obtain information from LinkedIn pages through the user's account.

21.2 What You Agree To

When you use this Integration, you acknowledge and agree as follows:

• You will have full access to and be able to search the LinkedIn connections of other LinkedIn users within the Subscription Group.
• All LinkedIn users within the Subscription Group will have full access to and be able to search your LinkedIn connections.
• You grant Closedata the right to access, use, and retain your LinkedIn connections solely for the purpose of making your LinkedIn connections accessible to and searchable by other Subscription Group members, including the right to obtain and retain LinkedIn URLs.
• You allow Closedata to collect aggregated statistics on product usage (e.g., number of times a button is clicked) to help improve the Services.

21.3 Protection of Your Personal Information

Closedata will only use and share any personal information you provide with regard to the LinkedIn Integration in accordance with our Privacy Policy.

21.4 Termination of the LinkedIn Integration

As a user of the LinkedIn Integration, you have the right at any time, upon written notice to Closedata by email, to terminate the Integration.

If you request termination of the Integration:

• other Subscription Group members will no longer have access to your LinkedIn connections;
• you will no longer be able to conduct searches of the Closedata database in relation to your LinkedIn connections.

Closedata may terminate your access to the Integration upon email or other notice to you. Closedata may also modify or discontinue any of the Integration services at any time.

21.5 Deletion of Your Data

After receiving written notice by email from you requesting termination of the Integration, Closedata will promptly delete all of your data associated with the Integration.

21.6 Changes to These Integration Terms

We may revise this section from time to time in our sole discretion. We will notify you by email of any such revisions; however, all changes are effective immediately when we post them, and apply to all access to and use of the Integration thereafter. Your continued use of the Integration following the posting of revised terms means that you accept and agree to the changes.