Cloze, Inc. Terms of Service

 

Last Updated: January 27, 2014

 

Welcome to Cloze.  The Cloze and Circulate.it websites and services are provided by Cloze, Inc. (“Cloze”, “we” “us” or “our”).  These Terms of Service (these “Terms”) govern your (“you” “your” or a “user”) access to and use of the cloze.com and circulate.it web sites (“Website” or “Websites”) and, when available, the related mobile applications (“Mobile Apps”) and all services provided by Cloze via the Websites and/or Mobile Apps, now and as they become available (collectively, the “Services”).  Please read these Terms carefully before accessing or using the Websites. By using the Services and/or accessing the Cloze Websites you acknowledge and signify your agreement to (i) these Terms of Service; and (ii) the Cloze Privacy Policy, located at /app/legal/privacy. If you do not agree to these Terms or Privacy Policy, please do not access the Websites or use the Services. Cloze may change and offer new services and/or features through the Websites from time to time. Such Services shall be subject to these Terms. Cloze reserves the right to change these Terms at any time. We recommend that you periodically check this Websites for changes. The Websites are available only to individuals who are at least 18 years old.

 

Cloze brings together your business connections, social networks, archived email and address books from different Third Party Platforms (defined below) to help you effectively manage your professional relationships.  As part of the Services, Cloze organizes and provides efficient means to access and receive updates regarding your contacts that may have been previously dispersed over many different Third Party Platforms.  “Third Party Platforms” are social networking and email services such as Facebook, LinkedIn, Google, Twitter and other similar platforms, from which you authorize us to import your contacts, archived email, and other data.  Submission of your data to Cloze is easy and upon your authorization for each Third Party Platform, Cloze may automatically retrieve such data.  After your Cloze account has been setup, you may use the Services to receive updates automatically each time new information is discovered about your contactsfrom a Third Party Platform.   With Cloze, you can share information from your contact records in your Cloze account with another user if both of you have indicated that you would like to establish contact with each other (collectively the other users you connect with are your “Cloze Connections”). We may also use and disclose your data to the extent permitted by our Privacy Policy. 

 

1.     Registration
Some portions of our Service may be available to users without registering while other features will only be available to those users who register with us.  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.

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 Websites and use the Services in accordance with these Terms and the instructions and guidelines posted on the Websites. Cloze reserves the rights to terminate your license to use the Websites and Services at any time and for any reason or in the future charge for commercial usage. You may not use the Cloze Services to substantially replicate products or services offered by Cloze including the republication of Cloze content or the creation of a separate professional networking 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 Cloze 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 Cloze 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 Cloze 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 Cloze 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 Data.  In order to use some features of these Websites, you may choose to provide us with information, or access to information, to create and automatically update your Cloze account, such as files, social networking data, messages, and imported email archives (collectively, “your data”). You own your data, and may request deletion of your data at any time, unless you have shared your data 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.  In order to host your information within the Cloze Service and provide the associated benefits of using the Cloze Service, you grant us and our service providers a non-exclusive, worldwide, transferrable right to copy, modify and use your data to provide the Services subject to our Privacy Policy.  Cloze requires these rights in order to create and update your Cloze account, host your files, or share them at your direction. 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 data, from those Third Party Platforms into your data in our Services.  You represent and warrant that you have the right to provide us with your data and to permit us to use and disclose your data 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 data, if you wish to retain your data. Cloze will not be liable for any loss or corruption of your data, or for backing up or restoring any of your data. 

 

4.     Website Content; Sharing Your Data.  The Services may provide features that allow you to share your data with others or to make your data public. You may choose to display, upload, submit, transmit, publish or share postings, messages, emails, contacts, text, images or other portions of your data (“Shared Data”) on or through the Services.  There are many things that other users may do with that data (for example, copy it, modify it, or share it with others). Please consider carefully what information you choose to share or make public.  The term “Content” means all information, 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.  The Content may contain typographical errors, other inadvertent errors or inaccuracies.  You understand that your data is your sole responsibility and that Content is the sole responsibility of the person from whom such Content originated. You understand that Cloze does not control, and is not responsible for, Content made available by users through the Services, and that by using the Services, you may be exposed to Content from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will Cloze be liable in any way for any Shared Data or Content or for any loss or damage of any kind incurred as a result of the use of any Shared Data or Content otherwise made available via the Services. You acknowledge that Cloze does not pre-screen or approve Shared Data or Content, but that Cloze shall have the right (but not the obligation) in its sole discretion to refuse, delete or remove any Shared Data or Content that is available via the Services, in connection with violations of the letter or spirit of the Terms of Service or for any other reason.

 

5.     User Conduct. You understand that the Services are available for your personal, noncommercial use only. Information and other 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 data 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 Cloze Services:

 

      in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Cloze 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 Cloze 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 Cloze Services;

      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 Cloze 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, Cloze Services search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index the Cloze Services or any Content; or

      to reformat or frame any portion of the Cloze Services.

 

6.     Responsibility of Website Visitors. Cloze has not reviewed, and cannot review, all of the material, including computer software, posted to the Websites, and cannot therefore be responsible for that material’s content, use or effects. By operating the Websites, 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 Websites may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Websites 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 by visitors of the Websites, or from any downloading by those visitors of content there posted.

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 Cloze.com 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 or fax: 781-644-6072. 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 Websites 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, the Cloze logo, Circulate.it, the Circulate.it logo, and all other trademarks, service marks, graphics and logos used in connection with Cloze, Inc., or the Websites are trademarks or registered trademarks of Cloze or Cloze’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Websites may be the trademarks of other third parties. Your use of the Websites 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 Websites from time to time.

 

13.  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 Websites following the posting of any changes to these Terms constitutes acceptance of those changes.

14.  Termination. Cloze may terminate your access to all or any part of the Websites 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 simply discontinue using the Websites.  You may also contact support@cloze.com to terminate your Cloze.com account.  Cloze will have no obligation to provide a refund of any amounts previously paid to Cloze.  Cloze can terminate the Websites immediately as part of a general shut down of our Service.  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 and limitations of liability. 

15.  Disclaimer of Warranties.

a.)THE CLOZE SERVICES, YOUR CLOZE ACCOUNT, AND ALL INFORMATION AND CONTENT IS 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 CLOZE 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 CLOZE 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.


b.) 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.

c.) 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.

d.) 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.

e.)  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.

 

f.)  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.

g.) 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 THE THIRD PARTY SITES.

16.  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 SITE IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (II) US $10.00.

 

17.  General Representation and Warranty. You represent and warrant that (i) your use of the Websites 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 Websites will not infringe or misappropriate the intellectual property rights of any third party.

18.  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 Websites, including but not limited to your violation of these Terms.

19.  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.  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. You covenant not to bring a claim in any other forum. If any part of these Terms of Service 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.

 

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

 

Copyright © 2014, Cloze, Inc.  All Rights Reserved.