Terms of Use

These Terms of Use ("Terms") are an agreement between 2FO Holdings, LLC d/b/a Cloned Closer, a Wyoming limited liability company ("Cloned Closer," "Company," "we," "us"), and you. They govern your access to and use of clonedcloser.com, app.clonedcloser.com and every other website, subdomain, page, form, document, API endpoint, e-signature page and interface we operate (together, the "Site"), including the account, onboarding, wallet-funding, support, settings, document-download and consumer-request functions of the Site (the "App").

1. Scope and the three documents

1.1 What these Terms do not govern. If you have accepted our Master Service Agreement ("MSA"), your purchase and receipt of Calls and every other use of the Services (as the MSA defines those terms) is governed by the MSA and not by these Terms. If you or your company has signed a Call Supply Agreement with us ("Publisher Agreement"), your delivery of calls, use of our ping and post endpoints and API keys, and payment for calls are governed by that agreement and not by these Terms. These Terms continue to apply to your use of the Site itself and to anything those agreements do not address.

1.2 Precedence. If these Terms conflict with the MSA, the MSA controls for anyone bound by it; if these Terms conflict with a Publisher Agreement, that agreement controls for anyone bound by it. For Buyers, these Terms are a "Platform policy" within the meaning of Section 22.1(d) of the MSA. Nothing in these Terms modifies, supplements or supersedes the MSA or a Publisher Agreement, and nothing in these Terms creates any right to purchase or deliver calls.

1.3 Privacy Policy. Our Privacy Policy, linked from every page of the Site, describes how we collect, use, sell, share and protect personal information, including information about people who call businesses through our platform. Where it and these Terms differ on a privacy matter, the Privacy Policy controls.

2. How these Terms bind you

2.1 Agreement by use. By creating an account, by clicking a button labeled "Create account," "Continue" or similar next to a statement that refers to these Terms, or by otherwise accessing or using the Site, you agree to these Terms and acknowledge the Privacy Policy. If you do not agree, do not use the Site.

2.2 Consumer requests do not require agreement. You may use the Site's privacy-request, do-not-sell, do-not-call, recording-request and complaint functions without agreeing to these Terms. Only Section 6 (rules for those functions), Section 15 (disclaimers), Section 20.1 (governing law, to the extent the law of your state permits) and Section 22 (notices) apply to that use. Sections 19, 20.2 and 20.3 do not apply to a consumer whose only interaction with us is a privacy request or complaint, and nothing in these Terms conditions, limits or delays any privacy request, complaint to a regulator, or claim such a consumer may bring in any forum.

2.3 Entity accounts. If you use the Site for a company or other organization, you represent that you have authority to bind it, and "you" includes it. Every person who signs in under your account is bound by these Terms, and you are responsible for their compliance.

2.4 Record of acceptance. We record the version of these Terms in effect when you create your account and each later version you accept, together with the date and time. That record is our evidence of your acceptance.

3. Eligibility

3.1 Age. The Site is not directed to children. You must be at least 18 years old to create an account or submit any form on the Site other than a consumer privacy request made on your own behalf. We do not knowingly collect personal information from anyone under 18; if you believe we have, contact us under Section 22 and we will delete it.

3.2 Business use of accounts. Accounts are offered only to businesses and to individuals acting for business purposes. Consumers who wish to exercise privacy rights do not need an account.

3.3 United States. The Site and the platform are offered only in the United States and are intended for use by persons located in the United States. We make no representation that the Site is appropriate or available elsewhere. You may not use the Site if you are located in, or are a national or resident of, a country or territory subject to comprehensive U.S. sanctions, or if you are on any U.S. government list of prohibited or restricted parties.

4. Accounts and sign-in

4.1 Accurate information. You will provide and keep current your legal name, the legal name of your business if you are registering as a business, and a working email address that you control. You will not register using another person's identity or email address.

4.2 One-time codes. You sign in by entering a one-time code we send to your account email or, for accounts that still use one, a password (keep it confidential and do not reuse it). Whoever controls your account email can access your account. You are responsible for securing that inbox, for every action taken with a code sent to it, and for telling us promptly through the Support page (or, if you cannot sign in, under Section 22) if you believe your email or account is compromised. We will never ask you for a sign-in code by phone, text or email.

4.3 Roles. Each sign-in email has one role on our platform. The owner and admin roles belong to our own personnel and are granted and revoked only by us; account holders and the people who take calls under an account hold the agent role. An account has one sign-in email, and you are responsible for every person who uses it (Sections 2.3 and 4.4). We do not currently offer separate user logins, team accounts or delegated roles under a customer account; if we add them we will update these Terms under Section 21.

4.4 One account, no sharing. You may not create more than one account without our consent, share sign-in access with anyone outside your organization, or transfer your account.

4.5 Our access. Our personnel and service providers may view and act within your account to provide support, investigate suspected misuse, resolve disputes, enforce these Terms and comply with law. Actions our personnel take within your account are recorded in our audit log.

4.6 Closing your account. You may close your account at any time through the Support page (or under Section 22 if you cannot sign in). If you have accepted the MSA, the MSA governs closure and refund of unused funds.

5. Onboarding before the MSA; interim deposit terms

5.1 Sequence. To purchase calls you must complete onboarding, which currently includes funding a prepaid balance, reviewing and signing the MSA, and completing any required certification. No calls are routed to you, and no Services are provided, until you have accepted the MSA and we have activated your account.

5.2 Deposits made before you accept the MSA. Any amount you pay through the Site before accepting the MSA is a prepayment for Services under the MSA and for nothing else. It is not a deposit account, is not held in trust, earns no interest and is not insured by any governmental agency. No fee or surcharge is added to it. Payments are processed by our third-party payment processor under its terms; we do not receive or store your full card number. If you do not accept the MSA, or you close your account before accepting it, we will refund the full prepayment, without deduction, to the payment method you used within thirty (30) days after you tell us through the Support page or under Section 22, and we will refund it in any event if your account remains in onboarding without activity for ninety (90) days. Once you accept the MSA, your prepayment becomes Funds in your Wallet and Section 3 of the MSA governs it from then on.

5.3 Onboarding materials. Certification trainings, scripts and other onboarding materials are our confidential and copyrighted materials, provided for your evaluation and use of the Services only, and are not legal or compliance advice.

6. If you called a business through our platform

6.1 Who we are. Cloned Closer operates a technology platform that connects live inbound calls from consumers to independent businesses that pay us for those calls. We are not the business you spoke with, we do not sell the products or services discussed on the call, we are not that business's agent, and we do not decide whether you qualify for anything. The business you spoke with is responsible for what it told you and for any transaction between you and it. If you do not know which business you spoke with, contact us under Section 22 and we will identify it where we can.

6.2 How your call reached us. A third-party marketing partner ("publisher") that you contacted, or that contacted you with the consent it says you gave, transferred your call and certain information about you to our platform, and we sold the call and that information to the business that answered. Our Privacy Policy describes this in detail.

6.3 Do Not Sell or Share; Do Not Call. You may ask us at any time, through the "Do Not Sell or Share My Personal Information" link in the footer of every page of the Site, to stop selling or sharing your personal information and to stop connecting calls from your telephone number through our platform. When you submit your number we add it to our suppression list, decline further calls from it, tell our publishers not to send it, and do not sell information about you to any further business. We keep the number on the list so the request stays in effect. Suppression stops calls through our platform; it does not stop the business you already spoke with, or any publisher, from contacting you directly, and you should tell them separately. You may also make the request by email under Section 22. You do not need an account, and you do not need to agree to these Terms, to make a request; we ask only for the information reasonably necessary to identify the number and confirm the request.

6.4 Recordings. Calls connected through our platform are recorded from the moment the business answers, and an automated notice that the call is recorded is normally played before you are connected; calls may also be monitored or transcribed, including by automated tools. If you do not want to be recorded, hang up before you are connected or tell the person you are speaking with. We keep recordings for the period stated in our Privacy Policy. You may ask us under Section 22 whether we hold a recording of a call from your number and, where the law gives you that right, for a copy or deletion.

6.5 Complaints. If a call connected through our platform was unwanted, misleading or abusive, tell us under Section 22 with the date, time and number you called from. We investigate complaints against the businesses and publishers on our platform, and we may suspend or remove them. Nothing in these Terms limits your right to complain to any regulator or law-enforcement agency.

6.6 Rules for request forms. You may submit only telephone numbers and email addresses that you own or are authorized to act for. Submitting someone else's number to block their calls, or false information, is prohibited. We may verify that you control a number before acting. Submitting a number through any form on the Site is not consent to receive calls or text messages, and we will not use it for marketing.

7. Acceptable use of the Site

7.1 You will not, and will not permit anyone acting for you to: (a) use the Site for any unlawful purpose or in violation of these Terms, the MSA or a Publisher Agreement; (b) access or collect data from the Site by any automated means (robots, crawlers, scrapers, headless browsers, AI agents or similar), whether or not you are signed in and whether or not the data is publicly visible, except through interfaces we expressly provide for that purpose or as permitted by our robots.txt for search-engine indexing; (c) create accounts by automated means, create accounts under false identities, or request sign-in codes for email addresses you do not control; (d) probe, scan or test the vulnerability of the Site, bypass any authentication or rate limit, or interfere with the Site's operation, without our prior written authorization; (e) use any interface, endpoint, telephone number or API key of ours other than as your agreement with us permits; (f) frame, mirror, copy, republish, translate or create derivative works of any part of the Site, our documentation, scripts, trainings or generated documents; (g) reverse engineer or attempt to derive source code, routing logic, models or prompts; (h) impersonate Cloned Closer, 2FO Holdings, LLC, any of our personnel, any business on our platform or any government agency, or state or imply that we endorse you; (i) upload or transmit malware, harmful code or unsolicited bulk messages; (j) use support tickets, forms or free-text fields to harass, threaten or defame anyone, to transmit content you have no right to transmit, or to record health, medical, financial-account, government-identifier, payment-card or other sensitive personal information about any consumer (see Section 10.3); (k) use the Site to build or benchmark a competing service, or to identify and contact our publishers or customers outside the platform; or (l) remove or alter any proprietary notice.

7.2 We may investigate any suspected violation, may block, throttle or suspend access without notice, and may report unlawful activity to law enforcement. The conduct of your employees, contractors and agents on the Site is your conduct.

8. Telephone numbers, calls and API access outside an agreement

8.1 No calls or API traffic without an agreement. Our telephone numbers and our ping, post and other API endpoints may be used only by publishers under a signed Publisher Agreement and API key we issued, and only as that agreement and our Integration Specification permit. Any call delivered to a number of ours, or any request sent to our endpoints, other than under such an agreement is unauthorized, is rejected by default, may be answered or blocked in our discretion, and creates no obligation on us to pay anyone anything. Delivering calls to us without a prior accepted ping is prohibited.

8.2 Documentation is not an offer. Our integration guides, specifications and other publisher-facing documentation describe how our platform works and are provided for information only. They are not an offer to purchase calls, and no agreement to purchase calls exists until a Publisher Agreement is signed or becomes binding under its own terms.

8.3 E-signature pages. A signing link we send you is personal to the recipient. The agreement text, commercial terms and audit information on that page are our confidential information; you may share them only with your own personnel and advisors who need them to evaluate the agreement.

9. Intellectual property, limited license and trademarks

9.1 Ownership. The Site and everything on it (software, design, text, graphics, documentation, scripts, trainings, certification content, AI assistant configurations, generated documents, and the selection and arrangement of all of it) are owned by Cloned Closer or its licensors and are protected by copyright, trademark, trade-secret and other laws. All rights not expressly granted are reserved.

9.2 Limited license. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and view the Site and to download or print one copy of pages for your own internal evaluation or business use. Any other use requires our prior written consent.

9.3 Trademarks. "Cloned Closer" and our logos are trademarks of 2FO Holdings, LLC. You may not use them, or any confusingly similar name, domain, handle or mark, without our prior written consent, and you may not use them to state or imply that we endorse you or that we are the seller of any product or service you offer. Other names and logos on the Site belong to their owners and appear for identification only.

9.4 Feedback. If you send us ideas, suggestions or feedback about the Site or our platform, we may use them for any purpose without restriction or compensation.

9.5 Downloadable documents. Executed agreements, receipts, statements and other documents you download from the App are provided for your records. The generated PDF and our acceptance records are the original of any agreement you signed with us.

10. Submissions and sensitive information

10.1 Your submissions. You retain ownership of information you submit through the Site (support tickets, forms, notes, messages and uploads) ("Submissions"). You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, display, process and use Submissions to operate, secure, support and improve the Site and our platform, to respond to you, to resolve disputes, to comply with law, and in aggregated or de-identified form for any purpose. You represent that you have the rights needed to grant this license and that your Submissions are accurate and lawful.

10.2 We may, but are not obliged to, review Submissions, and we may remove or refuse any Submission that we believe violates these Terms or the law. We are not responsible for Submissions or for any other information provided by third parties on or through the Site.

10.3 Sensitive information. Do not enter into any note, ticket, form or free-text field on the Site any consumer's health, medical, medication, disability or other health-related information; Social Security or other government identification number; payment-card or bank-account number; password or sign-in code; or any other information you are prohibited from sharing. We may delete such content, in whole or in part, without notice, and repeated entry is grounds for suspension. If you need to record such information for your own business, keep it in your own systems.

10.4 Reviews. Nothing in these Terms restricts you from making truthful statements about your experience with us, including in public reviews.

11. Copyright complaints

11.1 Notice of infringement. If you believe material on the Site infringes your copyright, send a written notice to our designated agent: Copyright Agent, 2FO Holdings, LLC d/b/a Cloned Closer, 30 N Gould St Ste R, Sheridan, Wyoming 82801; email admin@clonedcloser.com. Your notice must include: (a) your physical or electronic signature, or that of a person authorized to act for the copyright owner; (b) identification of the copyrighted work you claim is infringed; (c) identification of the material you claim is infringing and information reasonably sufficient for us to locate it (such as the URL or the account and document concerned); (d) your address, telephone number and email address; (e) 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 (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act for the owner. Knowingly misrepresenting that material is infringing exposes you to liability for damages, costs and attorneys' fees under 17 U.S.C. section 512(f).

11.2 Counter-notice. If we remove material you posted and you believe the removal was a mistake or misidentification, you may send our agent a counter-notice containing: your physical or electronic signature; identification of the material and its former location; a statement under penalty of perjury that you have a good-faith belief the material was removed by mistake or misidentification; your name, address and telephone number; and a statement that you consent to the jurisdiction of the federal district court for the district in which your address is located (or, if outside the United States, the District of Wyoming) and that you will accept service of process from the person who sent the original notice. We will forward the counter-notice to the complaining party and, unless that party notifies us within ten (10) business days that it has filed an action seeking a court order, we may restore the material within ten to fourteen business days.

11.3 Repeat infringers. We will terminate, in appropriate circumstances, the accounts of users who are repeat infringers, and we may terminate any account for a single act of infringement.

12. Third-party services and links

12.1 The Site may link to, embed or hand you off to third-party websites and services (including our payment processor's hosted checkout, our publishers' shared support channels, and consent-verification services). We do not control them, are not responsible for their content, practices or availability, and do not endorse them. Your use of a third-party service is governed by that third party's terms and privacy practices. Payments you make through the Site are processed by a third-party processor on its pages; we do not receive or store your full card number.

12.2 Any link from a third-party site to the Site must be to the home page, must not frame the Site or misrepresent your relationship with us, and may be revoked by us at any time.

13. Privacy, security and cookies

13.1 Privacy. Our collection, use, sale, sharing, retention and protection of personal information, including information about consumers whose calls are connected through our platform, is described in our Privacy Policy, linked from every page of the Site. It explains that we sell call and lead information to the businesses that answer calls, how to opt out of that sale, how long we keep recordings, what we do not collect (we do not accept consumer health information from publishers, and our real-time call-assist feature stores no transcripts or suggestions), and how we respond to privacy requests.

13.2 Security. We maintain administrative, technical and physical safeguards designed to protect the Site and the information on it, appropriate to its nature and the size of our business. No method of transmission or storage is completely secure, and we do not warrant that unauthorized third parties will never defeat our safeguards. If we learn of a security breach affecting your personal information that the law requires us to report, we will notify you as the law requires.

13.3 Cookies and tracking. The Site uses only the cookies and browser storage needed to sign you in and remember your display and console preferences, as described in our Cookie Notice and Privacy Policy. We do not use advertising or analytics cookies.

14. Electronic communications and records

14.1 Electronic records. You agree to transact with us electronically and that these Terms, the Privacy Policy, notices, receipts and every other communication we provide electronically satisfy any requirement that they be in writing. You may withdraw this consent only by closing your account, and you may request a paper copy of any agreement you signed with us under Section 22.

14.2 Email. We will send sign-in codes, security alerts, receipts, statements and other account-servicing messages to your account email; you cannot opt out of those while you have an account. We may also send you marketing email about our platform; every such message includes a way to unsubscribe, and we honor unsubscribe requests within ten business days.

14.3 Telephone. If you give us a telephone number we may call you at that number about your account, your onboarding or a support request. We will not send you marketing text messages, or use an autodialer or prerecorded voice to call or text you, unless you separately and expressly opt in. Submitting a number through any form on the Site is not that opt-in.

15. Disclaimers

15.1 THE SITE AND EVERYTHING ON IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS AND SERVICE PROVIDERS (THE "COMPANY PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND UNINTERRUPTED OR ERROR-FREE OPERATION.

15.2 Marketing statements. Descriptions of our platform on the Site, including statements about call volume, caller quality, speed of setup, ease of use, pricing examples, case studies and testimonials, are general marketing information. They are not warranties, are not a promise of any particular number of calls, callers, sales or results, and do not form part of the MSA or any Publisher Agreement. Any results described are those of the businesses described and are not a representation of the results you will achieve.

15.3 No professional advice. Nothing on the Site, including documentation, scripts, trainings, certification materials, support responses and any output of automated assistance features, is legal, regulatory, tax, compliance, financial or other professional advice, and nothing on it represents that any practice complies with the laws that apply to your business. You are responsible for your own compliance and for obtaining your own advice.

15.4 Where the law does not allow the exclusion of certain warranties, those warranties are limited to the shortest period and the minimum scope the law permits.

16. Limitation of liability

16.1 EXCLUDED DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, NO COMPANY PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF DATA OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS, UNDER ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

16.2 CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ALL COMPANY PARTIES ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). IF YOU ARE BOUND BY THE MSA OR A PUBLISHER AGREEMENT, THAT AGREEMENT'S LIMITATION OF LIABILITY GOVERNS EVERY CLAIM RELATING TO THE SERVICES OR TO CALLS, THESE TERMS DO NOT INCREASE THE AGGREGATE LIABILITY OF THE COMPANY PARTIES UNDER THAT AGREEMENT, AND ANY AMOUNT PAID UNDER THIS SECTION COUNTS TOWARD THAT AGREEMENT'S CAP.

16.3 EXCEPTIONS. SECTIONS 16.1 AND 16.2 DO NOT LIMIT LIABILITY FOR A PARTY'S OWN FRAUD OR WILLFUL MISCONDUCT, FOR GROSS NEGLIGENCE WHERE THE GOVERNING LAW DOES NOT PERMIT THAT LIABILITY TO BE LIMITED, FOR DEATH OR PERSONAL INJURY CAUSED BY A PARTY'S NEGLIGENCE, OR FOR ANY OTHER LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

16.4 Basis of the bargain. These limitations reflect a deliberate allocation of risk given that the Site is provided free of charge, apply even if a limited remedy fails of its essential purpose, and are separate and independent.

16.5 New Jersey residents. If you are a New Jersey resident acting as a consumer: Sections 15, 16 and 17 are intended to be enforceable only to the extent permitted by the New Jersey Consumer Fraud Act, the Truth-in-Consumer Contract, Warranty and Notice Act and the New Jersey Products Liability Act; nothing in these Terms limits our liability for our own negligence causing bodily injury, for punitive damages where a statute provides them, or waives any right you have under those Acts; and the class-action waiver in Section 19 does not apply to a claim that New Jersey law does not permit to be waived.

17. Indemnification

17.1 You will defend, indemnify and hold harmless the Company Parties from and against all claims, demands, proceedings, losses, damages, penalties, costs and expenses (including reasonable attorneys' fees) brought by or arising from any third party to the extent arising out of: (a) your use of the Site in violation of these Terms or the law; (b) your Submissions; (c) your violation of any third party's rights, including intellectual-property and privacy rights; (d) any request you submit under Section 6 for a telephone number or email address you were not authorized to act for; or (e) your negligence or willful misconduct. If you are bound by the MSA or a Publisher Agreement, that agreement's indemnification provisions govern claims relating to the Services or to Calls, and this Section applies only to claims those provisions do not cover.

17.2 We will notify you reasonably promptly of any claim (delay excuses your obligation only to the extent of actual prejudice). We may control the defense and settlement of any claim at your expense, or tender it to you, in which case you will use counsel reasonably acceptable to us and will not settle any claim that admits fault by or imposes any obligation on a Company Party without our written consent.

18. Suspension and termination of Site access; survival

18.1 We may suspend or terminate your access to all or part of the Site at any time, with or without notice, if we believe you have violated these Terms, if required by law or by a provider we depend on, or if we discontinue the Site or a feature. If you are bound by the MSA or a Publisher Agreement, suspension or termination of the Services, and any refund, is governed by that agreement.

18.2 You may stop using the Site at any time and may close your account through the Support page. A prepayment made before you accepted the MSA is refunded under Section 5.2.

18.3 Sections 1, 2.4, 5.2, 6.3, 7, 9, 10, 11, 15 through 23 and any accrued payment obligation survive termination.

19. Dispute resolution; binding arbitration; class action waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES INDIVIDUAL ARBITRATION OF DISPUTES AND WAIVES CLASS ACTIONS TO THE EXTENT PERMITTED BY LAW.

19.1 If you are bound by the MSA or a Publisher Agreement. If you have accepted our MSA, or you or your company is bound by a Publisher Agreement, the dispute-resolution, governing-law and venue provisions of that agreement govern every dispute between you and any Company Party, including disputes about these Terms and about the Site. These Terms do not modify, supersede, narrow or displace that agreement's agreement to arbitrate or its delegation of arbitrability questions to the arbitrator, and the remainder of this Section 19 does not apply to you. Only a written addendum signed by an authorized officer of Company that expressly refers to that agreement may change those provisions.

19.2 Informal resolution first. Before starting arbitration or a court action (other than as Section 19.6 permits), the party raising a dispute will send the other a written notice describing the dispute, the relief sought and the claimant's contact information (to us under Section 22; to you at your account email or the email you provided). The parties will try in good faith to resolve the dispute for thirty (30) days after the notice is received, and any limitations period is tolled during that time.

19.3 Agreement to arbitrate. Except as Section 19.6 provides, any dispute, claim or controversy between you and any Company Party arising out of or relating to these Terms, the Site, or the relationship between the parties, whether based in contract, tort, statute or any other theory, and whether arising before or after these Terms ("Dispute Claim"), will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, or, if you are an individual using the Site for personal, family or household purposes, its Consumer Arbitration Rules, in each case as in effect when the arbitration is filed and as modified here. If the AAA is unavailable, the parties will agree on, or a court will appoint, another established provider. This Section evidences a transaction in interstate commerce and is governed by the Federal Arbitration Act, 9 U.S.C. Section 1 and following, notwithstanding Section 20.

19.4 Delegation. The arbitrator, and not any court, has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, scope or formation of this Section 19, except that a court decides (a) the enforceability of the class action waiver in Section 19.7, and (b) which of two or more agreements between the parties governs the forum for a particular claim.

19.5 Procedure and fees. A single arbitrator, who must be a lawyer or retired judge, will be appointed under the applicable rules. Any in-person hearing will take place in the county of your residence or principal place of business or in Wyoming, at your election, or by video conference; claims of US$25,000 or less will be decided on written submissions unless the arbitrator finds a hearing necessary. The arbitrator may award any individual relief a court could award, will apply the substantive law in Section 20, will honor claims of privilege, and will issue a reasoned written award, on which judgment may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees except where the applicable rules or applicable law provide otherwise or the arbitrator finds a claim or defense frivolous; any fee-shifting applies reciprocally to the prevailing party. For any Dispute Claim in which you seek US$25,000 or less, we will pay all AAA filing, administrative and arbitrator fees in excess of the amount you would pay to file in the small-claims court of your county, unless the arbitrator finds your claim frivolous; and if the AAA Consumer Arbitration Rules apply, we will pay the fees those rules allocate to a business.

19.6 Exceptions. Either party may (a) bring an individual action in small-claims court so long as it remains there and individual; (b) seek temporary or preliminary injunctive relief in court to prevent unauthorized access to or misuse of the Site, infringement or misappropriation of intellectual property, or disclosure of confidential information, pending arbitration; and (c) pursue public injunctive relief in court where a non-waivable statute so requires, with the remainder of the Dispute Claim arbitrated. Nothing in this Section limits your right to make a privacy request, to complain to any governmental or regulatory agency, or to exercise any right the law says cannot be waived, and no such request or complaint is conditioned on this Section.

19.7 CLASS ACTION WAIVER. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS (EXCEPT AS SECTION 19.8 PROVIDES) AND MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM. If a court of competent jurisdiction finally determines that this Section 19.7 is unenforceable as to a particular claim or request for relief, that claim or request (and only that one) will be severed and litigated in the courts specified in Section 20; the court may stay it pending arbitration of the remaining claims to the extent the Federal Arbitration Act requires; and in no event will class or representative arbitration proceed. This Section 19.7 is not severable from Section 19 except as this paragraph provides.

19.8 Multiple similar claims. If twenty-five (25) or more demands for arbitration raising similar claims are filed against Company by or with the coordination of the same counsel or organization within ninety (90) days, the AAA's Mass Arbitration Supplementary Rules then in effect (or the provider's equivalent) will apply; a process arbitrator may decide administrative issues common to the demands; each claimant keeps the right to have the merits of its own claim decided by an arbitrator; no ruling binds a claimant who did not participate in the proceeding that produced it; filing fees for demands awaiting assignment are deferred until the demand proceeds; nothing in this Section extinguishes any claim; and any limitations period is tolled while a demand awaits assignment.

19.9 Opt-out. You may reject Sections 19.3 through 19.8 by sending written notice under Section 22 within thirty (30) days after you first agree to these Terms, stating your name, the email address you use with us and that you opt out of arbitration. Opting out does not affect any other term, including Section 20. An opt-out under these Terms does not opt you out of the MSA or a Publisher Agreement, each of which has its own opt-out procedure.

19.10 Severability; changes. Except as Sections 19.7 and 19.8 provide, if any part of this Section 19 is held unenforceable, that part is severed and the remainder is enforced. We may not change this Section as to a Dispute Claim for which either party has already given notice under Section 19.2 or filed a demand, and any change applies only to Dispute Claims arising after you accept the new version under Section 21.

20. Governing law, venue and jury waiver

20.1 Governing law. These Terms and any Dispute Claim are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules, except that Section 19 is governed by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

20.2 Venue. Subject to Section 19, any court action permitted by these Terms (including a claim severed under Section 19.7, an action permitted by Section 19.6, and any action to compel arbitration or to confirm, modify or vacate an award) will be brought exclusively in the state or federal courts located in Wyoming, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum, except that small-claims actions may be brought where Section 19.6(a) permits and we may seek injunctive relief or enforce an award in any court with jurisdiction over you.

20.3 JURY WAIVER. TO THE EXTENT PERMITTED BY LAW, IF FOR ANY REASON A DISPUTE CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION (INCLUDING WHERE YOU HAVE OPTED OUT UNDER SECTION 19.9), YOU AND COMPANY EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY.

20.4 Nothing in these Terms deprives you of the protection of any law of the state where you reside that cannot be waived by contract.

21. Changes to these Terms

21.1 Versions. Each edition of these Terms carries a version date at the top. We may revise these Terms by posting a new version on the Site.

21.2 Notice. For changes that materially reduce your rights or increase your obligations, we will give account holders at least fifteen (15) days' notice by email to the account email, by a notice in the App, or both, before the new version takes effect for them, except that changes required by law or necessary to address an imminent security threat may take effect on notice, limited to the change necessary. Other changes take effect when posted.

21.3 Acceptance. Your continued use of the Site after a new version takes effect is your acceptance of it. We may also ask you to accept a new version by clicking through it. If you do not agree, stop using the Site and, if you have an account, close it.

21.4 Prospective only. No new version applies to a Dispute Claim already noticed or filed, and no new version changes the MSA, a Publisher Agreement, or the terms on which any prepayment was made. Each version you accept is recorded under Section 2.4.

22. Notices and contact

22.1 To Company. You may send legal notices to us by email to admin@clonedcloser.com or by nationally recognized overnight courier or certified mail to 2FO Holdings, LLC d/b/a Cloned Closer, Attn: Legal, 30 N Gould St Ste R, Sheridan, Wyoming 82801. If you are bound by the MSA or a Publisher Agreement, legal notices under that agreement must be given as it provides; admin@clonedcloser.com is the electronic address designated for legal notices under those agreements. Support requests, refund requests and other operational communications must be made through the Support page in the App (for account holders) or the request forms on the Site (for consumers), which are our record of the request and of when it was made.

22.2 To you. We may give you notice by email to the address on your account or the address you provided, by a message or banner in the App, or by posting on the Site. Email and in-App notices are effective when sent or first displayed unless we receive a delivery failure.

22.3 Notice to California residents. Under California Civil Code section 1789.3, California residents are entitled to the following: the Site is operated by 2FO Holdings, LLC d/b/a Cloned Closer, 30 N Gould St Ste R, Sheridan, Wyoming 82801, email admin@clonedcloser.com. Use of the Site is free; charges for the Services are described in the MSA and displayed in the App before you incur them. To resolve a complaint about the Site or to receive further information, contact us at admin@clonedcloser.com or the address above. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

23. General provisions

23.1 Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and Company about your use of the Site and supersede prior understandings about that subject. They do not supersede, and are not superseded by, the MSA or any Publisher Agreement, each of which governs its own subject as Section 1 provides.

23.2 Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in effect, except as Sections 16.4 and 19.10 provide.

23.3 Assignment. You may not assign or transfer these Terms or your account without our prior written consent, and any attempt is void. We may assign these Terms without consent to an affiliate, to a successor in a merger, reorganization or sale of equity or assets, or to any entity that assumes operation of the Site.

23.4 Waiver. Our failure or delay in exercising any right is not a waiver. A waiver is effective only in a writing signed by us and applies only to the instance stated.

23.5 Force majeure. No Company Party is liable for any failure or delay caused by events beyond our reasonable control, including outages or actions of telecommunications, hosting, payment, email or other providers on which the Site depends.

23.6 Export and sanctions. You will comply with U.S. export-control and sanctions laws in connection with your use of the Site.

23.7 Third-party beneficiaries. The Company Parties may enforce the provisions of these Terms that protect them. Otherwise there are no third-party beneficiaries; consumers, publishers and your users are not third-party beneficiaries.

23.8 Independent parties. Nothing in these Terms creates a partnership, joint venture, agency, franchise, fiduciary or employment relationship.

23.9 Interpretation. Headings are for reference only; "including" means "including without limitation"; "days" means calendar days; these Terms are in English and the English text controls; and these Terms are not construed against either party as drafter.