Cloze, Inc. Terms of Service

Last Updated: May 8, 2018

Welcome to Cloze!

These terms and conditions are a legal agreement (these “Terms”) between you (together with the business entity, if any, that you represent, “you” or “your” or “User”) and Cloze, Inc. (“Cloze” or “we”, “us” or “our”), establishing terms and conditions under which you shall access and use the services and features (“Services”) available on Cloze’s web-based platform (the “Cloze Platform”). The Cloze Platform is located at https://www.cloze.com/ and any related sub-domains (the “Website(s)”) and provided through such Website and through tools and services or through downloadable mobile applications, web browser extensions, add-ins, chat bots, or other applications (“Apps”) made available by Cloze from time to time. The date you first agree to these Terms is referred to herein as the “Effective Date.” Your use of the Cloze Platform is also subject to our Privacy Policy available on our Website at https://www.cloze.com/app/legal/privacy and updated from time to time (“Privacy Policy”).

The Cloze Platform brings together your email, notes, files, reminders, calendar, phone, messaging, contacts, social media and other services, such as Office365, Gmail, Slack, Facebook, Dropbox and Evernote, from various third party platforms (“Third Party Platforms”) to help you effectively manage your professional relationships. You may register for our Services individually or as a member of a team (“Team”) established by you or a third party through our Services. If you are registering for our Services as the organizer of a Team, you represent, warrant and covenant that you will have the consent of any individuals prior to providing their information to Cloze or inputting such information to the Cloze Platform.

BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON OR OTHERWISE ACCESS THE CLOZE PLATFORM, WEBSITES, APPS OR USE ANY OF THE SERVICES, CAREFULLY READ THESE TERMS. BY CLICKING ON THE “I ACCEPT” BUTTON OR ACCESSING THE CLOZE PLATFORM, WEBSITE OR APPS OR USING THE SERVICES, YOU AND THE BUSINESS ENTITY THAT YOU REPRESENT ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THE BUSINESS ENTITY YOU REPRESENT. YOU HEREBY COVENANT TO ENSURE THAT ALL USERS THAT GAIN ACCESS TO THE CLOZE PLATFORM AND/OR THE SERVICES FROM YOU ARE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN DO NOT CLICK “I ACCEPT” AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES.

FURTHER, THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND CLOZE ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS UNLESS YOU OPT OUT AS PROVIDED IN SUCH AGREEMENT TO ARBITRATE (SEE SECTION 19 “AGREEMENT TO ARBITRATE”).

1. Registration

Some portions of our Services may be available to users without registering, other features will only be available to those users who register with us, while still other features will only be available to users based on the features included in their tier of subscription plan or trial of our Services. In consideration of your use of the Service, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Service (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. If you are registered to use our Services as a member of a Team, certain of your content will automatically be shared with other members of such team, as described in our Privacy Policy.

2. Restricted License

On the condition that you comply with all your obligations under these Terms, Cloze hereby grants you a non-exclusive, non-transferable, restricted license (without the right to sublicense) to access the Cloze Platform and use the Services in accordance with these Terms and the instructions and guidelines posted on the Cloze Platform. Cloze reserves the rights to terminate your license to use the Cloze Platform and Services at any time and for any reason or to change the features included in different tiers of paid or free subscription plans. You may not use the Services to substantially replicate products or services offered by Cloze including the republication of Cloze content or the creation of a separate relationship management platform. If Cloze believes, in its sole discretion, that you have violated or attempted to violate these Terms, your ability to use and access the Services may be temporarily or permanently revoked, with or without notice.

Cloze reserves the right to investigate possible violations of these Terms, block users from accessing the Services, and refer matters to law enforcement authorities for further investigation. We may disclose information to third parties, in accordance with our Privacy Policy, located at /app/legal/privacy.

You agree that if Cloze determines or reasonably suspects that you are reselling or brokering the Services’ information, programs, computer applications, or data, or is otherwise violating any provision of these Terms, Cloze may take immediate action, including terminating the delivery of, and the license to use, the Services. Cloze reserves the right to use whatever means it deems appropriate to monitor your compliance with these Terms. Cloze reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized access to or use of the Services, including, but not limited to, technological barriers, IP mapping, and contacting your Internet Service Provider (ISP) regarding such unauthorized use.

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

3. Your Content

In order to use some features of the Services, you may choose to provide us with information, or access to information, to create and automatically update your Cloze account, such as email, notes, files, reminders, calendar, phone, messaging, contacts, social media and other content (collectively, “your content”). You own your content and may request deletion of your content at any time, unless you have shared your content with others and they have not deleted it, or it was copied or stored by other users while displayed by you to others through the Services, as further described in our Privacy Policy. In order to host your information within the Service and provide the associated benefits of using the Service, you grant us and our service providers a non-exclusive, worldwide, transferrable right to copy, modify and use your content to provide the Services subject to our Privacy Policy. Cloze requires these rights in order to create and update your Cloze account, host your content, and provide you with the Services. You may also provide us with your login credentials for certain Third Party Platforms (“Third Party Login Credentials”). You hereby authorize us to utilize those Third Party Login Credentials to incorporate your content, from those Third Party Platforms into your content in our Services. You represent and warrant that you have the right to provide us with your content and to permit us to use and disclose your content within the parameters authorized by these Terms or our Privacy Policy.

You, and not Cloze, are responsible for maintaining and protecting a separate permanent record of all of your content, if you wish to retain your content. Cloze will not be liable for any loss or corruption of your content, or for backing up or restoring any of your content.

Notwithstanding anything else in these Terms or otherwise, Cloze may monitor your use of the Services and Cloze Platform and use data and information related to your content and your use of the Services in an aggregate or de-identified manner, including to compile statistical and performance information related to the provision and operation of the Cloze Platform and Services. You agree that Cloze may make such data and information publicly available and use such information to the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify you or any other individual or company.

4. Sharing Your Content

The Services provide features that allow you to share your content with others, as further detailed in our Privacy Policy or on the Website from time to time. You should carefully review our Privacy Policy in all respects, and particularly with regard to the extent and manner in which your content may be shared with other users and the extent to which certain of your content will automatically be shared with any Team in which you are a member.

5. User Conduct

You understand that the Services are available for your personal and business use only and for your use in connection with your Team(s). Information and other text, images, data, links, software, or other material accessible through the Websites or Services, whether created by us or provided by another person for display on the Websites or through the Services (“Content”) in the Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share files unless you have the right to do so. You, not Cloze, will be fully responsible and liable for what you copy, share, post, upload, download or otherwise use while using the Services. You represent, warrant and agree that your content or information shared through your account or otherwise shared by you on or through the Services will not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; be in violation of any law or used in furtherance of any such violation; or contain libelous, defamatory or otherwise unlawful material.

In addition, you agree not to use the Services:

  • in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services;
  • to share or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
  • to impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
  • to share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  • to share or otherwise make publicly available on the Services any private information of any third party, including addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
  • to share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • to share or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
  • to use or attempt to use another’s account, service or system without authorization from us, or create a false identity on the Services;
  • to manipulate the Services to obtain fee-bearing features for which you have not subscribed or to start more than one free trial for the Services within a one month period without authorization from us;
  • to forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted by you;
  • to access, retrieve or index the Services for purposes of constructing or populating a searchable database of contact or business information;
  • to record, process, or mine information about other users;
  • to use any robot, spider, search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index the Services or any Content; or
  • to reformat or frame any portion of the Services.

6. Responsibility of Team Members

You are responsible for determining whether to participate in our Services as a member of a Team. Cloze has not reviewed, and cannot review, all of the material, including computer software, posted to the Cloze Platform, and cannot therefore be responsible for that material’s content, use or effects. By operating the Cloze Platform, Cloze does not represent or imply that it endorses the material posted therein, or that it believes such material to be accurate, useful or non-harmful. The Cloze Platform may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Cloze Platform may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Cloze disclaims any responsibility for any harm resulting from the use of the Cloze Platform by you, your other Team members or any other third party.

7. Content Posted on Other Websites

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and web pages to which Cloze.com links, or that link to Cloze.com. Cloze does not have any control over those non-Cloze websites and web pages and is not responsible for their contents or their use. By linking to a non-Cloze website or webpage, Cloze does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Cloze disclaims any responsibility for any harm resulting from your use of non-Cloze websites and web pages.

8. Copyright Infringement and DMCA Policy

As Cloze asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by the Cloze Platform violates your copyright, you are encouraged to notify Cloze pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Cloze with the following information (see 17 U.S.C 512(c)(3) for further detail) in writing to dmca@cloze.com or to Alex Coté at 396 Washington Street #138, Wellesley, MA 02481 telephone: (617) 475-0774. Cloze will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Cloze will terminate a visitor’s access to and use of the Cloze Platform if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Cloze or others. In the case of such termination, Cloze will have no obligation to provide a refund of any amounts previously paid to Cloze.

9. Intellectual Property

These Terms do not transfer from Cloze to you any Cloze or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Cloze. Cloze, Cloze.com, Clz.es, the Cloze logo, and all other trademarks, service marks, graphics and logos used in connection with Cloze, Inc., or the Cloze Platform are trademarks or registered trademarks of Cloze or Cloze’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Cloze Platform may be the trademarks of other third parties. Your use of the Cloze Platform grants you no right or license to reproduce or otherwise use any Cloze or third-party trademarks.

10. Unsolicited Ideas and Feedback

While we welcome your feedback, ideas, and suggestions, it is important to be aware of the following restrictions. If you send us feedback, ideas, or suggestions (collectively, “unsolicited ideas”), you agree that: (1) your unsolicited ideas become the property of Cloze and you are not owed any compensation in exchange; (2) none of the unsolicited ideas contain confidential or proprietary information of any third party; (3) Cloze may use or redistribute unsolicited ideas for any purpose and in any way; (4) there is no obligation for Cloze to review or use your unsolicited ideas; and (5) Cloze has no obligation to keep any unsolicited ideas confidential.

11. Advertisements

Cloze reserves the right to display advertisements on Cloze.com or within Cloze’s mobile applications.

12. Payments

If you purchase any Services that we offer for a fee, either on a one-time or subscription basis (“Premium Services”), you agree to Cloze or its third party payment processing service provider storing your payment card information. You also agree to pay the applicable fees for the Premium Services (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes. You may cancel your Premium Services as provided on the Cloze Platform from time to time. If you register for our Services as a member of a Team, your subscription may be paid by the organizer of such Team; provided that, if so, then your subscription shall be effective for only the period for which such subscription is paid by such third party.

13. Data Processing Agreement

If you are located in the European Union, Cloze, as the data processor, will process content to include Personal Information as defined in the Cloze Privacy Policy, to provide the Cloze Platform and Services to you, the data controller, and you may make content, including Personal Information, available to Cloze in connection with this purpose. Cloze will process the content only on behalf of you and in compliance with your instruction, unless Cloze is required to process the content by law.

You, as the data controller, shall comply with your obligations under the General Data Protection Regulation, any local data protection laws, and any subordinate legislation and regulation implementing the General Data Protection Regulation.

Cloze, as the data processor, will take reasonable steps to ensure that: (i) persons employed by Cloze; and (ii) other persons engaged at Cloze’s place of business who may process content and Personal Information, are aware of and comply with this data processing agreement set forth in the Terms. Cloze will take appropriate steps to ensure its employees, authorized agents, and any sub-processors comply with and acknowledge and respect the confidentiality of content and Personal Information, including after the end of their employment, contract, or at the end of their assignment.

Cloze will implement reasonable technical and organizational security measures prior to the commencement of processing the content and Personal Information and will maintain such security measures for the duration of your use of the Services.

For transfers of content and Personal Information to Cloze for processing by Cloze in a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission-approved countries providing adequate data protection, Cloze agrees it will provide at least the same level of privacy protection for content and Personal Information as required under the U.S.-EU and U.S.-Swiss Privacy Shield frameworks.

Cloze will provide reasonable assistance to you regarding: any requests for access, rectification, erasure, portability or blocking of content that Cloze processes for you; the investigation of personal data breaches and notification obligations; and where appropriate and necessary, the preparation and carrying out of data protection impact assessments. Cloze will direct any data subject request to you and you shall be solely responsible for responding to any such request.

Cloze will make available to you, at your request and with reasonable notice, but not more than once every 12 months, all information necessary to demonstrate Cloze’s compliance with this data processing agreement in these Term, and to allow for and contribute to audits, including inspections, conducted or mandated by you as the data controller. You will be responsible for all fees for any audit or inspection, and any such audit or inspection shall be conducted in a manner that is not disruptive to Cloze’s business. The scope of such an audit will be agreed in advance and shall not involve physical access to the servers on which your content and Personal Information is hosted.

Cloze may engage third parties to act on its behalf for the purpose of providing the Services and may delegate all or part of the processing activities to sub-processors. When it does so, Cloze will enter into contractual arrangements with such sub-processors requiring them to guarantee a similar level of data protection compliance and information security to that provided under this data processing agreement. For purposes of this Section, you consent to Cloze engaging sub-processors reasonably required to assist Cloze for the purposes of providing the Services. Cloze's list of sub-processors is maintained online at https://www.cloze.com/app/legal/subprocessors. Cloze will inform you, the data controller, of changes in sub-processors in accordance with the procedure for modifying these Terms as described in Section 14.

Cloze will process content and Personal Information on your behalf until the termination of the Services in accordance with these Terms. On the termination of the Services, Cloze and any sub-processor shall (unless otherwise required by law) securely destroy all content from you, subject to Section 3 above. You may also export your content prior to deletion. In the event that Cloze must retain the content and any Personal Information, Cloze agrees to preserve the confidentiality of the content and Personal Information retained by it.

14. Changes

Cloze reserves the right, at its sole discretion, to modify or replace any part of these Terms. It is your responsibility to check these Terms periodically for changes. Your continued use of or access to the Cloze Platform following the posting of any changes to these Terms constitutes acceptance of those changes, except that, if such changes occur during the period of your paid subscription to our Services, then such changes shall take effect upon the sooner of (i) the renewal of your subscription and (ii) the date that you inform Cloze of your acceptance of such changes.

15. Termination

Cloze may terminate your access to all or any part of the Cloze Platform at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate your Cloze.com account (if you have one), you may terminate your subscription via the Cloze Platform or provide notice of termination to us at support@cloze.com. Cloze will have no obligation to provide a refund of any amounts previously paid to Cloze. Cloze can terminate the Cloze Platform and/or any related Services immediately as part of a general shut down of our Services. If your subscription is paid by a third party organizer of a Team, your subscription may be terminated by such organizer. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, rights in data you share with other users, warranty disclaimers, indemnity, limitations of liability and arbitration.

16. Disclaimer of Warranties

  1. THE SERVICES, YOUR CLOZE ACCOUNT, AND ALL INFORMATION AND CONTENT ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS. CLOZE, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THIRD PARTY DATA PROVIDERS AND MOBILE APPLICATION DISTRIBUTORS (COLLECTIVELY THE “CLOZE PARTIES”) MAKE NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO (1) THE OPERATION AND FUNCTIONALITY OF THE CLOZE SERVICES, (2) THE ACCURACY, INTEGRITY, COMPLETENESS, QUALITY, LEGALITY, USEFULNESS, SAFETY, AND IP RIGHTS OF ANY OF THE INFORMATION AND CONTENT, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF CONTACT AND BUSINESS INFORMATION CONTAINED ON THE SERVICES, (3) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE; (4) THAT DEFECTS WILL BE CORRECTED, OR (5) THE PRODUCTS AND SERVICES ASSOCIATED WITH THE SERVICES. THE CLOZE PARTIES FURTHER DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM CLOZE OR THE CLOZE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR CONDITION NOT EXPRESSLY STATED HEREIN.
  2. THE CLOZE PARTIES FURTHER DISCLAIM ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR USE OF THE CLOZE SERVICES AND INFORMATION AND CONTENT AVAILABLE THROUGH THE CLOZE SERVICES. YOUR USE OF THE CLOZE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR PROFITS, ANY LOSS OF DATA, OR DAMAGE TO YOUR COMPUTER FROM VIRUSES THAT MAY BE DOWNLOADED TO YOUR COMPUTER IN THE COURSE OF USING THE CLOZE SERVICES.
  3. THE CLOZE PARTIES ALSO DISCLAIM ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR COMMUNICATIONS OR DEALINGS WITH ANY OF THE BUSINESSES, ADVERTISERS, OR USERS LISTED ON THE CLOZE SERVICES. YOU ACKNOWLEDGE THAT CLOZE HAS NO AFFILIATION WITH SUCH BUSINESSES, ADVERTISERS, AND USERS. YOUR COMMUNICATIONS OR DEALINGS WITH SUCH BUSINESSES, ADVERTISERS, AND USERS ARE SOLELY BETWEEN YOU AND THEM, THOUGH CLOZE RESERVES THE RIGHT TO MONITOR DISPUTES BETWEEN YOU AND THEM.
  4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU RESIDE IN SUCH A JURISDICTION, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
  5. CLOZE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS REGISTERING TO USE ITS SERVICES, NOR DO WE HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS; THEREFORE, CLOZE DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION THAT YOU PERMIT ANY THIRD PARTY TO ACCESS.
  6. CLOZE IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES, FOR THE DELIVERY OF ANY MESSAGES (SUCH AS POSTING OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH CLOZE TO ANYONE.
  7. THE CLOZE SERVICES MAY CONTAIN HYPERLINKS TO THIRD PARTY WEBSITES (THE “THIRD PARTY SITES”), AND CLOZE ASSUMES NO RESPONSIBILITY AND HAS NO CONTROL OVER THE INFORMATION AND OR CONTENT CONTAINED THEREIN. THE CLOZE PARTIES ALSO DISCLAIM ALL LIABILITY ASSOCIATED WITH YOUR USE OF ANY THIRD PARTY SITES.

17. Limitation of Liability

a) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CLOZE PARTIES BE LIABLE FOR (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (B) LOSS OF PROFITS, (C) BUSINESS INTERRUPTION, (D) LOSS OF OR DAMAGE TO REPUTATION, OR (E) LOSS OF INFORMATION OR DATA REGARDLESS OF LEGAL THEORY, WHETHER OR NOT CLOZE HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

b) THE CLOZE PARTIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (WHETHER SUCH LIABILITY ARISES DUE TO NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR FOR ANY OTHER REASON), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO CLOZE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (II) US $10.00.

18. General Representation and Warranty

You represent and warrant that (i) your use of the Cloze Platform will be in strict accordance with the Cloze, Inc. Privacy Policy, with these Terms and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Cloze Platform will not infringe or misappropriate the intellectual property rights of any third party.

19. Indemnification

You agree to indemnify and hold harmless Cloze, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Cloze Platform, including but not limited to your violation of these Terms.

20. Agreement to Arbitrate

  1. Arbitration. You agree that all disputes between you and Cloze (whether or not such dispute involves a third party) arising out of or relating to these Terms, the Cloze Platform, the Services, and/or Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Boston, Massachusetts or, if you request in advance, by teleconference. under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and you and Cloze hereby expressly waive trial by jury. You and Cloze shall appoint as sole arbitrator a person mutually agreed by You and Cloze or, if You and Cloze cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration, except if you are an individual (and not representing a business enterprise in connection with your registration), then Cloze will bear the costs of such arbitration charged by the arbitrator and the AAA. All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, either party shall be entitled to seek injunctive relief, security or other equitable remedies from any court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with this Agreement or to award punitive damages, including but not limited to pursuant to federal or state statutes permitting multiple or punitive awards.
  2. Waiver of Class Actions. Any claims brought by you or Cloze must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither you nor Cloze will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You hereby waive any and all rights to bring any claims related to this Agreement and Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on your own behalf.
  3. Opt Out. You may opt out of this agreement to arbitrate in this Section 19. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt out notice must state that you do not agree to the Agreement to Arbitrate and must include your name, address, phone number, your login credentials to which the opt out applies and a clear statement that you want to opt out of this agreement to arbitrate. You must sign the opt out notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. You must use this address to opt out: Cloze, Inc., ATTN: Arbitration Opt-out, 396 Washington Street #138, Wellesley, MA, 02481.
  4. Survival. This Arbitration section will survive the termination of Your relationship with Cloze.

21. Miscellaneous

These Terms constitute the entire agreement between Cloze and you concerning the subject matter hereof. We may, at our sole discretion and without notice, revise these Terms at any time by updating this posting. These Terms shall be governed and interpreted pursuant to the laws of the Commonwealth of Massachusetts, United States of America, without regard to the conflict of law provisions thereof. Subject in all respects to Section 20, all claims, legal proceedings, or litigation arising in connection with the Services will be brought solely in federal or state courts located in the Commonwealth of Massachusetts, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Neither these Terms nor the licenses granted herein are transferable by You without the prior written consent of Cloze, which may be granted or withheld in Cloze’s sole discretion. Cloze may assign or subcontract its rights and obligations under these Terms without condition. These Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

22. For Additional Information

If You have any questions about these Terms, please contact us at: support@cloze.com