Attune Terms of Service

These Terms of Service (“Terms”) govern your access to and use of Attune, including our websites, applications, AI-powered interviewing tools, and related services (collectively, the “Services”).

Attune is provided by Clozd, Inc. In these Terms, “Attune,” “we,” “us,” and “our” refer to Clozd, Inc. in its capacity as the provider of Attune.

By creating an account, purchasing or using the Services, or otherwise indicating your acceptance of these Terms, you agree to be bound by them. If you use the Services on your own behalf, “Customer” refers to you. If you use the Services on behalf of a company or other organization (“Customer”), you represent that you have authority to bind that organization to these Terms, and “you” and “Customer” refer to that organization.

If Customer has entered into a separate written master services agreement or other agreement with us governing the Services, that agreement will control to the extent of any conflict with these Terms.

1. The Services

Attune is an AI-powered research platform that enables Customers to create, conduct, record, transcribe, analyze, and review interviews and other research interactions.

Subject to these Terms and payment of applicable fees, Attune grants Customer a limited, non-exclusive, non-transferable right to access and use the Services for Customer’s business or organizational purposes during the applicable subscription period.

We may improve, modify, add to, or discontinue features of the Services from time to time. We will not materially reduce the core functionality of a paid subscription during its then-current subscription period.

2. Accounts

You must provide accurate and complete information when creating an account and keep that information current.

You are responsible for maintaining the confidentiality of your account credentials and for activity occurring through your account. You must promptly notify us if you become aware of unauthorized access to or use of your account.

Customer is responsible for its employees, contractors, and other individuals whom it authorizes to access the Services (“Authorized Users”) and for their compliance with these Terms.

You must be at least 18 years old and legally capable of entering into a binding agreement to create an Attune account.

3. Fees and Subscriptions

Certain Services require payment of subscription fees, usage fees, credits, or other charges displayed at the time of purchase.

Unless otherwise stated at the time of purchase:

• fees are stated and payable in U.S. dollars;
• fees are non-refundable except as expressly provided in these Terms or required by law;
• Customer is responsible for applicable taxes other than taxes based on our net income; and
• Customer authorizes us and our payment processor to charge the payment method provided for amounts due.

If Customer purchases a recurring subscription, the subscription will automatically renew for successive periods of the same duration unless Customer cancels before the applicable renewal date. We may change pricing for a future renewal period by providing reasonable advance notice.

Customer may cancel a subscription through the Services or by contacting us. Cancellation prevents future renewal but does not entitle Customer to a refund for the then-current subscription period.

4. Customer Content

“Customer Content” means information, materials, questions, research guides, files, contact information, recordings, responses, and other content submitted to or collected through the Services by or on behalf of Customer, including information collected from research participants in Customer’s studies.

“Participant Data” means information, recordings, responses, and other data collected from or about Participants through the Services. Participant Data constitutes Customer Content for purposes of these Terms.

As between Customer and Attune, Customer retains all right, title, and interest in Customer Content.

Customer grants Attune a worldwide, non-exclusive right to host, copy, transmit, process, display, and otherwise use Customer Content solely as necessary to provide, secure, support, and maintain the Services and as otherwise permitted by these Terms and our Data Processing Addendum.

Customer represents and warrants that it has all rights, permissions, notices, consents, and other legal bases necessary for Attune to process Customer Content as contemplated by these Terms.

5. AI Processing and Outputs

The Services use artificial intelligence and machine-learning technologies to conduct interviews and generate transcripts, summaries, analyses, themes, reports, and other outputs (“Outputs”).

As between Customer and Attune, and to the extent permitted by applicable law, Customer owns the Outputs generated specifically from Customer Content.

Attune does not use Customer Content or Participant Data to train or fine-tune general-purpose artificial intelligence models. We also require third-party providers of general-purpose artificial intelligence models that process Customer Content or Participant Data on our behalf not to use that data to train or fine-tune their models. For the avoidance of doubt, Attune will not use Customer Content or Participant Data to train or fine-tune any artificial intelligence or machine learning model without Customer’s express consent.

We may use information about the operation and use of the Services, such as technical logs, performance information, feature usage, and other telemetry (“Usage Data”), to operate, secure, analyze, and improve the Services.

We may also create and use aggregated or de-identified information derived from use of the Services, provided that such information does not identify Customer, an Authorized User, or a Participant and is not reasonably capable of being used to identify them.

Customer acknowledges that artificial intelligence is probabilistic and that Outputs may occasionally be inaccurate, incomplete, or misleading. Customer is responsible for evaluating Outputs before relying on them for important business, legal, financial, employment, healthcare, or other decisions.

6. Research Participants

The Services allow Customer to invite or enable individuals (“Participants”) to participate in AI-powered interviews or other research activities.

Customer is responsible for determining whom to invite, the purposes for which research is conducted, the questions and materials provided through the Services, and Customer’s subsequent use of Participant responses and research results.

Attune may provide Participants with notices or disclosures concerning the use of artificial intelligence, recording, transcription, data processing, or other aspects of the Services. Regardless of whether Attune provides any such notice or disclosure, Customer is responsible for determining and providing all notices, disclosures, and consents required by applicable law or appropriate for Customer’s particular research.

Customer will not remove, circumvent, obscure, or misrepresent any disclosure or consent mechanism presented by Attune to Participants.

Our processing of personal information relating to Participants is further described in the Attune Participant Privacy Notice and, where applicable, our Data Processing Addendum.

7. Customer Responsibilities and Acceptable Use

Customer is responsible for its use of the Services and for ensuring that its research activities comply with applicable laws and regulations.

Customer will not, and will not permit anyone else to:

• use the Services for unlawful, fraudulent, deceptive, abusive, discriminatory, or harmful purposes;
• use the Services to harass, threaten, exploit, or unlawfully discriminate against any person;
• impersonate another person or misrepresent the identity or purpose of an interview;
• record or collect information from Participants without providing notices or obtaining consents required by applicable law;
• intentionally solicit or collect third-party trade secrets, material non-public information, or other confidential information that Customer has no right to obtain;
• upload, provide, or process information that Customer does not have the right to use;
• attempt to re-identify information provided in anonymized or de-identified form;
• use the Services to make automated decisions that produce legal or similarly significant effects concerning an individual where prohibited by applicable law;
• use the Services to exploit or harm minors or conduct research involving minors without legally sufficient authorization;
• interfere with, disrupt, compromise, or circumvent the security or operation of the Services;
• reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying components of the Services except where such restriction is prohibited by law;
• access the Services for the primary purpose of developing or training a competing product or service;
• scrape, systematically extract, or reproduce substantial portions of the Services except through functionality expressly provided by Attune; or
• circumvent usage limits, access restrictions, or other technical controls.

Customer may not access or use the Services in violation of applicable export control, economic sanctions, or trade laws or regulations, including by or for the benefit of any person, entity, country, or territory subject to applicable restrictions.

We may suspend access to the Services if we reasonably believe Customer’s use violates this Section or presents a material security, legal, or safety risk.

8. Data Protection

Each party will comply with applicable privacy and data protection laws in connection with its performance under these Terms.

Where Attune processes personal data on Customer’s behalf as a processor or service provider, such processing is governed by the Attune Data Processing Addendum (“DPA”), which is incorporated into these Terms by reference.

Customer acknowledges that Attune may use subprocessors to provide portions of the Services. Our current Subprocessor List is available on our website.

Our Privacy Policy describes how we process personal information for our own business purposes, including information relating to accounts, website visitors, and prospective customers.

Our Participant Privacy Notice provides additional information regarding personal information processed in connection with Attune interviews and research activities.

9. Security

Attune maintains a comprehensive information security program designed to protect Customer Content against unauthorized access, use, alteration, or disclosure. Our security program includes administrative, technical, and organizational safeguards consistent with industry standards.

Attune is built and operated within Clozd’s SOC 2 Type II environment and under Clozd’s information security program. Attune is being added to the scope of Clozd’s next SOC 2 audit and is not yet covered by a SOC 2 Type II report of its own. See trust.clozd.com.

Customer is responsible for appropriately configuring its use of the Services, protecting account credentials, and determining which individuals should have access to Customer Content and Outputs.

10. Attune Intellectual Property

Attune and its licensors retain all right, title, and interest in and to the Services, including the software, technology, models, interfaces, designs, documentation, workflows, and other materials comprising the Services, together with all improvements and modifications to them (“Attune Technology”).

Except for the limited rights expressly granted under these Terms, no rights in Attune Technology are granted to Customer.

If Customer provides suggestions, ideas, or feedback regarding the Services, Attune may use that feedback without restriction or obligation.

11. Third-Party Services

The Services may integrate with or rely on third-party products, services, artificial intelligence models, or other technologies.

Attune is not responsible for third-party products or services that Customer independently chooses to connect to the Services. Customer’s use of those products or services may be governed by separate terms between Customer and the applicable provider.

Attune remains responsible for its subprocessors to the extent required by the DPA.

12. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Each party will use the other party’s Confidential Information only as necessary to perform or exercise its rights under these Terms and will protect such information using reasonable care.

Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available without breach of these Terms; (b) was lawfully known to the receiving party without confidentiality obligations; (c) is received lawfully from a third party without confidentiality obligations; or (d) was independently developed without use of the disclosing party’s Confidential Information.

A receiving party may disclose Confidential Information where required by law, provided that, where legally permitted, it gives the disclosing party reasonable advance notice.

Customer Content is Customer’s Confidential Information.

13. Suspension and Termination

Customer may stop using the Services at any time.

We may suspend or terminate Customer’s access to the Services if Customer materially breaches these Terms, fails to pay amounts when due, or uses the Services in a manner that creates a material legal, security, or operational risk.

We may also terminate free Services or accounts upon reasonable notice.

Upon termination or expiration, Customer’s right to access the Services ends. Customer remains responsible for amounts accrued before termination.

Customer Content will be retained and deleted in accordance with Attune’s standard data retention practices and, where applicable, the DPA.

Sections that by their nature should survive termination will survive, including provisions concerning ownership, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution.

14. Disclaimers

THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ATTUNE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ATTUNE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT OUTPUTS GENERATED USING ARTIFICIAL INTELLIGENCE WILL BE ACCURATE, COMPLETE, OR APPROPRIATE FOR ANY PARTICULAR PURPOSE.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ATTUNE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ATTUNE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ATTUNE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

If Customer uses only free Services, Attune’s aggregate liability will not exceed $100.

Nothing in this Section limits Customer’s payment obligations or indemnification obligations under these Terms, or any liability that cannot legally be limited.

16. Indemnification

Customer will defend, indemnify, and hold harmless Attune and its affiliates, officers, directors, employees, and agents from and against third-party claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from:

(a) Customer Content;

(b) Customer’s research activities or instructions;

(c) Customer’s violation of applicable law or these Terms; or

(d) Customer’s use of Participant Data or Outputs.

Attune will provide Customer with reasonable notice of any indemnified claim and reasonable cooperation, at Customer’s expense. Customer will control the defense and settlement of the claim, provided that Customer may not settle any claim in a manner that admits liability by Attune or imposes obligations on Attune without Attune’s prior written consent.

17. Changes to the Services or Terms

We may update these Terms from time to time.

If we make a material change, we will provide reasonable notice, such as through the Services, by email, or by posting an updated version on our website.

Changes will generally take effect prospectively. Continued use of the Services after the effective date of updated Terms constitutes acceptance of those Terms.

18. Governing Law and Disputes

These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-law principles.

The state courts located in Salt Lake County, Utah and the United States District Court for the District of Utah will have exclusive jurisdiction over disputes arising out of or relating to these Terms, and each party consents to their jurisdiction and venue.

19. General

Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets or business relating to these Terms.

Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control.

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect.

A failure to enforce a provision of these Terms is not a waiver of that provision.

These Terms, together with the DPA and any applicable order, constitute the entire agreement between the parties regarding the Services and supersede prior agreements or communications concerning their subject matter.

If there is a conflict among applicable documents, the following order of precedence applies: (1) the DPA with respect to the processing of personal data, unless an executed written agreement expressly states that it overrides a specific provision of the DPA; (2) an executed Order Form or other written agreement that expressly modifies these Terms; and (3) these Terms.

20. Contact

Questions about these Terms may be sent to:

Attune
Provided by Clozd, Inc.
1300 W Traverse Parkway Suite 400
Lehi, UT 84043 USA
legal@tryattune.ai