Closer's Coffee

User Agreement

1. Introduction

1.1. Purpose and Background

Closers is a new community that champions sales professionals, entrepreneurs, & hustlers through competitions and exclusive content. To achieve our mission, we make services available through our websites and mobile applications. Closers also hosts Closer’s Coffee Media Network (hereafter “CCMN”), an entertainment and informational resource designed to inspire and educate sales business professionals on industry challenges and updates.

1.2. Scope and Intent

This User Agreement contains terms and conditions that govern your participation in the Closers, which is operated by Closer’s Coffee, Inc. and its affiliates (collectively “we”, “us”, “our”, “Closer’s Coffee”, or “Closers”). When you use Closers' services and apps you are entering into a legal agreement and you agree to all of these terms. If you are using Closers on behalf of a company or other legal entity and would like a custom agreement tailored to your specific needs, please contact our team and we would be happy to work with you:[email protected]You also agree to ourPrivacy Policy, which covers how we collect, use, share, and store your personal information. You agree that by registering on Closers, or by using our websites, including our mobile applications, premium services, or any content or information provided as part of the Closers services, you are entering into a legally binding agreement with Closers, based on the terms of this Closers User Agreement and the Closers Privacy Policy, which is hereby incorporated by reference (collectively referred to as the “Agreement”), whether as a registered member, or other Services, as applicable (“Member”), or unregistered user (“Nonmember”). If you do not agree with this Agreement, do NOT use our services and remove or request removal or your account, and do not access, view, download or otherwise use any Closers webpage, mobile application, content, information or services. By using the Closers platform, you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. Please note that the Closers User Agreement and Privacy Policy are also collectively referred to as Closers' “Terms of Service.” Members can be the makers of original, relevant, ready for publication material (hereafter “Content”) in line with the goals of Closers and subject to the terms of this Agreement. Content does not include Member's personal information such as email address unless the Member chooses to include such personal information in their Content.

2. Your Obligations

2.1. Applicable laws and this Agreement

You must comply with all applicable laws and this Agreement and the policies and processes explained in the following sections and related webpages:

2.2. Your submissions to Closers

You understand that all information about other places and people you post in Closers are your data subjects, and you are considered the data controller for this personal data. As such, you understand and agree that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted, are the sole responsibility of the sender from which such content was originated. This means that you, not Closers, are entirely responsible for all such content that you upload, post, email or otherwise transmit via this Services. Closers does not control such content posted via the Services, and as such, does not guarantee the accuracy, integrity, or quality of such content. You own the rights to the content you create and post on Closers. By submitting content to Closers for publication, you give us a nonexclusive license to utilize the content and publish it on Closers. You specifically allow any activity reasonably related to publication, such as storing, displaying, reformatting, excerpting, distributing, and like activities. In consideration for Closers granting you access to and use of Closers you agree that Closers may enable advertising on Closers, including in connection with the display of your Content or other information. We may also use your Content to promote Closers, including its products and content. We will never sell your Content to third parties without your explicit permission. We will respect the choices you make about who gets to see your information and content. Closers may grant other Members and Nonmembers access to your content and information in accordance with this Agreement and your settings. You promise to only provide us information and content that you have the right to give us and you promise that your Closers profile will be truthful. Any content or information you submit to us is at your own risk of loss. By providing content or information to us, you represent and warrant that you are entitled to submit it and that it is not confidential and not in violation of any law, contractual restrictions or other third party rights (including any intellectual property rights). It is your responsibility to keep your information accurate and updated on Closers' services.

2.3. Service Eligibility

You are eligible to enter into this contract and you are at least our “Minimum Age”, as defined below. The information you provide is truthful. To be eligible to use the Services, you must meet the following criteria and represent and warrant that you:

(1) are the “Minimum Age” (defined below) or older;
(2) are not currently restricted from the Services, or not otherwise prohibited from having a Closers account,
(3) are not a competitor of Closers or are not using the Services for reasons that are in competition with Closers;
(4) will only maintain one Closers account at any given time;
(5) will use your real name and only provide accurate information to Closers;
(6) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party;
(7) will not violate any rights of Closers or third party, including intellectual property rights such as copyright or trademark rights; and
(8) agree to provide at your cost all equipment, software, mobile access, and internet access necessary to use the Services.

“Minimum Age” means 16 years old for all countries. However, if applicable law requires that you must be older than such ages in order for Closers to lawfully provide the Services to you (including the collection, storage and use of your information in accordance with our privacy policy) then the Minimum Age would be such older age. The Services are not designed nor intended for use by children or anyone else under the age of 16.

2.4. Your Membership

You will keep your password a secret. You will not share an account with anyone else. You will not copy or transfer any part of the Services. The profile you create on Closers belongs to you. You agree to:

(1) keep your password secure and confidential;
(2) not permit others to use your account;
(3) not use other’s accounts;
(4) not sell, trade, or transfer your Closers account to another party; and
(5) not charge anyone for access to any portion of Closers, or any information therein.

Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please view the profile settings section of your account on the Closers web or mobile app or contact us. The account you create on Closers may be connected to a third-party application such as a customer relationship management (CRM) application that tracks your activity such as sales visits, deals closed, and other customer touchpoints. When you create your account on Closers, you may be prompted to select such a third-party application for connection into Closers. When you create your account on Closers and select a third-party application connection, you agree to allow Closers to sync any information from your account on this third-party application into Closers. For exmaple, Closers may display your sales activity data as categorized points and may rank you compared to other Members on Closers.

2.5. Indemnification

You will pay us for any losses that you cause. You agree to indemnify us, our officers, directors, employees and agents and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by

(1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws,
(2) any content you submit to the Services, and
(3) any activity in which you engage on or through Closers.

We shall indemnify, defend and hold harmless you and your officers, directors, employees and agents from and against any and all losses arising out of or relating to any claim, suit, action or proceeding by a third party to the extent that such losses arise from

(1) any allegation in such action that your use of the Services in compliance with this Agreement infringes a U.S. Intellectual Property Right,
(2) an allegation of facts that, if true, would constitute our breach of any of our representations, warranties, covenants or obligations under this Agreement or
(3) negligence or more culpable act or omission (including recklessness or willful misconduct) by us or any of our representatives in connection with this Agreement. The foregoing obligation does not apply to any action or losses arising out of or relating to any:

(a) access to or use of the Services in combination with any hardware, system, software, network or other materials or service not provided or authorized otherwise in writing by us;
(b) modification of the Services other than:
- (1) by or on behalf of us; or
- (2) with our written approval;
(c) failure to timely implement any modifications, upgrades, replacements or enhancements made available to you by or on behalf of us.

2.6. Payment

You will honor your payment obligations and you are okay with us storing your payment information. If you purchase any services that we offer for a fee, either on a one-time or subscription basis (“Premium Services”), you agree to Closers storing your payment 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, and to reimburse us for all collection costs and interest for any overdue amounts. Failure to pay may result in the termination of your subscription. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. Closers does not support all payment methods, currencies or locations for payment. If the payment method you use with us, such as a credit card, reaches its expiration date and you do not edit your payment method information or cancel your account or such Premium Service, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. You may cancel or suspend your Premium Services by contacting us at any time. We do not guarantee refunds for lack of usage or dissatisfaction. You also acknowledge that Closers' Premium Services are subject to this Agreement and any additional terms related to the provision of the Premium Service.

2.7. Notify us of acts contrary to the Agreement

If you think you have to breach this Agreement, you will let us know beforehand. If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

2.8. Notifications and Service Messages

You are okay with us providing you with important notices on our websites, mobile apps, or email. The contact information you provide must be accurate or you may not receive important notices. For purposes of service messages and notices about the Services, Closers may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from Closers to an email address associated with your account, even if we have other contact information. You also agree that Closers may communicate with you through your Closers account or through other means including email, mobile number, telephone, or delivery services including the postal service about your Closers account or services associated with Closers. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services.

2.9. Closers Applications

Closers may offer the Services through applications built using Closers' platform (“Closers Applications”). Examples of Closers Applications include its smart phone applications (e.g. Closers for Android and iOS), and other interactive plugins distributed on websites across the web. Closers Applications are distinct from third party Platform Applications addressed in Section 4.2\. If you use a Closers Application or interact with a website that has deployed a plugin, you agree that information about you and your use of the Services, including, but not limited to, your device, your mobile carrier, your internet access provider, your physical location, or web pages containing Closers plugins that load in your browser may be communicated to us. Further, by importing any of your Closers data through the Closers Application, you represent that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your Closers account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing Closers through your mobile access provider. Therefore, you should check with your provider to find out if the Services are available and the terms for these services for your specific mobile devices.

2.10. User-to-User Communication and Sharing

When you share information, others can see, copy and use that information. Closers offers various forums such as Closers industry leaderboards which are groups you can join if you operate in that industry. In such forums you can post your highlights and observations. Closers also enables sharing of information by allowing users to post content. Closers members can create Closers industry leaderboards, however, Closers, in its sole discretion, may close or transfer Closers industry leaderboards, or remove content from them or from anywhere on the Services if the content violates this Agreement or others’ intellectual property rights. Please note that ideas you post and information you share may be seen and used by other Members and Nonmembers and Closers cannot guarantee that other Members or Nonmembers will or will not use the ideas and information that you share on Closers, nor the manner of use. Therefore, if you have an idea or information that you would like to keep confidential or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it on Closers. Closers IS NOT RESPONSIBLE FOR ANOTHER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON CLOSERS.

2.11. Privacy

You are okay with us collecting, using, storing, and disclosing information about you in keeping with ourPrivacy Policy. You should carefully read our full Privacy Policy before using Closers as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to Closers are likely to reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part and that Closers may process such information, within the terms of thePrivacy Policy.

2.12. Export Control

You won’t break export laws. Your use of Closers services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

2.13. Contributions to Closers

If you provide feedback to us, make sure you don’t include confidential or infringing materials. You grant us rights to your feedback. By submitting suggestions or other feedback regarding our Services ("Contributions") in any way to Closers, you acknowledge and agree that:

(a) your Contributions do not contain confidential or proprietary information;
(b) Closers is not under any obligation of confidentiality, express or implied, with respect to the Contributions;
(c) Closers shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide;
(d) Closers may have something similar to the Contributions already under consideration or in development;
(e) you irrevocably non-exclusively license to Closers rights to exploit your Contributions; and
(f) you are not entitled to any compensation or reimbursement of any kind from Closers under any circumstances.

2.14. Endorsements/Testimonials

You agree that your Content will comply with the FTC’s Guidelines Concerning the Use of Testimonials and Endorsements in Advertising, the FTC’s .com Disclosures Guide, the FTC’s Native Advertising Guidelines, and any other guidelines issued by the FTC from time to time (“FTC Guidelines”), as well as any other advertising guidelines required under applicable law. For example, if you have been paid or provided with free products in exchange for discussing or promoting a product or service through Closers, or if you are an employee of a company and you decide to discuss or promote that company’s products or services through Closers, you agree to comply with the FTC Guidelines’ requirements for disclosing such relationships. You, and not Closers, are solely responsible for any endorsements or testimonials you make regarding any product or service through Closers.

2.15. License to Closers

You grant Closers the rights to offer, market, and otherwise exploit your Content, and to sublicense it to users for these purposes directly or through third parties. This includes the right to create excerpts, add captions, or otherwise modify content to ensure accessibility and readability. For example, Closers may showcase your Content on CCMN to highlight your performance on a Closers leaderboard or competition. Unless otherwise agreed, you have the right to remove all or any portion of your Content from Closers at any time. Except as otherwise agreed, Closers' right to sublicense the rights in this section will terminate 90 days after the Content’s removal. However,

(1)rights given to licensees before the Content’s removal will continue in accordance with the terms of those licenses (including any grants of lifetime access) and
(2)Closers' right to use such Content for marketing purposes shall survive termination.

We may record all or any part of your Content for quality control and for delivering, marketing, promoting, demonstrating, or operating Closers. You grant Closers permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling Closers, your Content, or Closers’ content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.

2.16. Your Rights

On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services, through a generally available web browser, mobile device or Closers authorized application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Closers or its Members), to view content and information and otherwise use the Services, to the extent intended and permitted by the functionality thereof, the Members’ settings and your degree of connection with them, in accordance with this Agreement. Any other use of Closers contrary to our mission and purpose (such as seeking to connect to someone you do not know or trust, or to use information gathered from Closers commercially unless expressly authorized by Closers) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Closers and all related items, including any and all copies made of the Closers websites.

3. General Data Protection Regulation (GDPR)

The General Data Protection Regulation (GDPR) is a European privacy regulation which replaces the EU Data Protection Directive called Directive 95/46/EC. The GDPR aims to strengthen the security and protection of personal data in the EU and harmonize EU data protection law. We are big fans of GDPR here at Closers because we think it gives individuals important rights over their data. Closers is committed to always operating in the best interests of our customers and this includes compliance with GDPR. Closers' policy regarding GDPR compliances can he viewed at ourData Protection & GDPR

4. Our Rights and Obligations

4.1. Services Availability

For as long as Closers continues to offer the Services, Closers shall provide and seek to update, improve and expand the Services. As a result, we allow you to access Closers as it may exist and be available on any given day and we have no other obligations, except as expressly stated in this Agreement. Our goal is to make the Services accessible by you a minimum of 99.7% of the time during each calendar month. Although we cannot guarantee such uptime, we have exceeded this target every month to date since our inception.

4.2. Third Party Content, Sites and Developers

By using the Services, you may be exposed to other Members’ or third party content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Except for certain limited circumstances, such as where legally required, we generally do not review or filter such content. You agree and acknowledge that we are not responsible for other Members’ or third party content or information or for any damage of any kind incurred as result of your reliance thereon. Closers may include links to third party web sites or applications (“Third Party Sites”) on our Services. You are responsible for evaluating whether you want to access or use a Third Party Site or Platform Application. You should review any applicable terms or privacy policy of a Third Party Site or Platform Application before using it or sharing any information with it, because you may give the third-party permission to use your information in ways we would not. Closers is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites or Platform Applications. Closers also does not screen, audit, or endorse Platform Applications. Accordingly, if you decide to use Third Party Sites or use Platform Applications, you do so at your own risk and agree that your use of any Platform Application is on an “as-is” basis without any warranty as to the Platform Developer’s actions, and that this Agreement does not apply to your use of any Third Party Site or Developer Application.

4.3. Disclosure of User Information

You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide in accordance with the terms of the Privacy Policy if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to:

(1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures;
(2) enforce this Agreement;
(3) respond to claims of a violation of the rights of third parties, whether or not the third party is a Member, individual, or government agency;
(4) respond to customer service inquiries; or
(5) protect the rights, property, or personal safety of Closers, our Members or the public.

Disclosures of Member information to third parties other than those required to provide customer support, administer this agreement, or comply with legal requirements are addressed in the Privacy Policy.

4.4. Interactions with other Members

You are solely responsible for your interactions with other Members. Closers reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if Closers determines, in our sole discretion, that doing so is necessary to enforce this Agreement.

4.5. Intellectual Property Notices

The Services include the copyrights and Intellectual property rights of Closers and except for the limited license granted to you in Section 3, Closers reserves all of its intellectual property rights in the Services. Closers' trademarks, service marks, graphics, and logos used in connection with Closers are trademarks or registered trademarks of Closers, Closers Venture Organization, or Closers Affiliates in the U.S. and/or other countries. Other trademarks and logos used in connection with Closers may be the trademarks of their respective owners. This Agreement does not grant you any right or license with respect to any such trademarks and logos.

4.6. Data Protection

Closers shall take all reasonable and appropriate administrative, physical and technical security measures to maintain the confidentiality and integrity of customer data. You shall remain in control of your data for the purposes and in compliance with any applicable data protection act in force from time to time. You shall remain the owner of all customer-specific data (recorded data, processed data, stored data, issued data) and shall solely be entitled to dispose of them. Closers shall be under no obligation to check the data and contents stored for you in terms of the legal admissibility of their collection, processing and use; this shall remain the exclusive responsibility of you the customer. List of processors and sub-processors:

Closer's Coffee Inc. - A processor for operational and technical purposes based in the US.
Google - A sub-processor for application hosting services, cloud computing services, application analytics, application error monitoring, and mobile app & device processing. A service provider for email communication.
Apple - A sub-processor for mobile app & device processing.
Zendesk - A service provider for Support services.
Mailchimp - A sub-processor for email newsletter communication.
Stripe - A sub-processor for payment processing.

We have implemented security safeguards designed to protect the personal information that you provide in accordance with industry leading security practices such as 2048 bit industry standard SSL, encrypted passwords, and token based authentication for the API (used by the Closers mobile apps to access the data). For more information on Closers security, view ourSecurity

5. Disclaimer

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. DO NOT RELY ON CLOSERS OR ITS SUPPLIERS, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR CLOSERS AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. CLOSERS DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CLOSERS AND ITS SUPPLIERS DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY CLOSERS OR ANYTHING RELATED TO CLOSERS, YOU MAY CLOSE YOUR CLOSERS ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. CLOSERS IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES SENT THROUGH CLOSERS TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON OUR WEBSITES MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US. CLOSERS DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, CLOSERS DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION BY OTHERS. CLOSERS DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. CLOSERS DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, CLOSERS DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE CLOSERS SITES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

6. Limitation of Liability

LIMITATION OF LIABILITY. SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. Neither Closers nor any of our subsidiaries, affiliated companies, suppliers, employees, shareholders, or directors (“Closers Affiliates”) shall be cumulatively liable for (a) any damages in excess of five times the most recent monthly fee that you paid for a Premium Service, if any, or US \$100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Services, any Platform Applications or any of the content or other materials on, accessed through or downloaded from Closers. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:

Apply regardless of whether
- (1) you base your claim on contract, tort, statute or any other legal theory,
- (2) we knew or should have known about the possibility of such damages, or
- (3) the limited remedies provided in this section fail of their essential purpose; and
Not apply to any damage that Closers may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed in this Agreement.
Not apply if you have entered into a separate agreement to purchase Premium Services with a separate Limitation of Liability provision that supersedes this section in relation to those Premium Services.

7. Termination

7.1. Mutual rights of termination

You may terminate this Agreement, for any or no reason, at any time, with notice to Closers pursuant to Section 9.3\. This notice will be effective upon Closers processing your notice. Closers may terminate this Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only Closers or the party paying for the services may terminate your access to any Premium Services. Termination of your Closers account includes disabling your access to Closers and may also bar you from any future use of Closers.

7.2. Effect of Termination

Upon termination of your Closers account, you lose access to the Services. The terms of this Agreement shall survive any termination, except Section 3 (“Your Rights”) and Sections 4.1., 4.2., and 4.3\. (“Our Rights and Obligations”).

8. Dispute Resolution

8.1. Arbitration Option

For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than \$10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.

9. General Terms

9.1. Severability

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

9.2. Language

Where Closers has provided you with a translation of the English language version of this Agreement, the Privacy Policy, or any other documentation, you agree that the translation is provided for your convenience only and that the English language versions of this Agreement, the Privacy Policy, and any other documentation, including additional terms of service for Premium Services, will govern your relationship with Closers.

9.3. Notices and Service of Process

In addition to Section 2.8\. (“Notices and Service Messages”), we may notify you via postings on the Closers site(s) or app(s). Any notices that you provide without compliance with this section shall have no legal effect.

9.4. Entire Agreement

You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and Closers regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Closers services, third-party content or third party software.

9.5. Amendments to This Agreement

We reserve the right to modify, supplement, or replace the terms of this Agreement, effective prospectively upon posting at the website(s) or notifying you otherwise. For example, we may present a banner on the Services when we have amended this Agreement or the Privacy Policy so that you may access and review the changes prior to your continued use of the Services. If you do not want to agree to changes to this Agreement, you can terminate this Agreement at any time per Section 7 (Termination).

9.6. No informal waivers, agreements or representations

Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any Closers Affiliate shall be deemed legally binding on any Closers Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Closers.

9.7. No Injunctive Relief

In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

9.8. Beneficiaries

Entities other than Closers, that Closers owns a 50% or greater interest in (“Affiliate”) are not parties, but intended third party beneficiaries of this Agreement, with a right to enforce this Agreement directly against you.

9.9. Assignment and Delegation

You may not assign or delegate any rights or obligations under the Agreement without our prior written consent. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Closers for any third party that assumes our rights and obligations under this Agreement.

9.10. Potential Other Rights and Obligations

You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.

10. Closers “DOs” and “DON’Ts.”

10.1. Do undertake the following:

Here’s a list of some of the specific things we ask you to do and not do on Closers..

Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
Provide accurate information to us and update it as necessary;
Review and comply with our Privacy Policy;
Review and comply with notices sent by Closers concerning the Services;
Use the Services in a professional manner; and
Use your real name on your profile.

10.2. Don’t undertake the following:

Here’s a list of some of the specific things we ask you to do and not do on Closers..

Act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to Closers;
Publish inaccurate information in the designated fields on the profile form (e.g., do not include a link or an email address in the name field). Please also protect sensitive personal information such as your email address, phone number, or other information that is confidential in nature;
Create a Member profile for anyone other than a natural person;
Harass, abuse or harm another person, including sending unwelcomed communications to others using Closers;
Upload a profile image that is not your likeness or a head-shot photo;
Use or attempt to use another's account or create a false identity on Closers;
Upload, post, email, transmit or otherwise make available or initiate any content that:
Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;
Adds content to a field that is not intended for such field (e.g. submitting a telephone number in the “email” or any other field, or including telephone numbers, email addresses, or any personally identifiable information for which there is not a field provided by Closers);
Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;
Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (a) using Closers to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and (b) sending messages to distribution lists, newsOrganization aliases, or Organization aliases;
Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of Closers or any user of Closers;
Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; or
Even if it is legal where you are located, create profiles or provide content that promotes escort services or prostitution.
Participate, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople for the purposes of creating a pyramid scheme or other similar practices;
Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on Closers (excluding content posted by you).
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof;
Utilize or copy information, content or any data you view on or obtain from Closers to provide any service that is competitive, in Closers sole discretion, with Closers;
Imply or state, directly or indirectly, that you are affiliated with or endorsed by Closers unless you have entered into a written agreement with Closers;
Adapt, modify or create derivative works based on Closers or technology underlying the Services, or other Members’ content, in whole or part, except as permitted under Closers';
Rent, lease, loan, trade, sell/re-sell access to Closers or any information therein, or the equivalent, in whole or part;
Deep-link to our sites for any purpose, (i.e. creating or posting a link to a Closers web page other than Closers home page) unless expressly authorized in writing by Closers or for the purpose of promoting your profile;
Remove any copyright, trademark or other proprietary rights notices contained in or on Closers, including those of both Closers and any of its licensors;
Remove, cover or otherwise obscure any form of advertisement included on Closers;
Collect, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from Closers except as expressly permitted in this Agreement or as the owner of such information may expressly permit;
Share information of Nonmembers without their express consent;
Infringe or use Closers' brand, logos or trademarks, including, without limitation, using the word “Closers” in any business name, email, or URL or including Closers' trademarks and logos;
Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site;
Use bots or other automated methods to access Closers, add or download contacts, send or redirect messages, or perform other similar activities through Closers, unless explicitly permitted by Closers;
Access, via automated or manual means or processes, Closers for purposes of monitoring Closers' availability, performance or functionality for any competitive purpose;
Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of Closers' website;
Attempt to or actually access Closers by any means other than through the interfaces provided by Closers such as its mobile application or by navigating to its website using a web browser. This prohibition includes accessing or attempting to access Closers using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including Closers;
Attempt to or actually override any security component included in or underlying Closers;
Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Closers' infrastructure, including, but not limited to, sending unsolicited communications to other Members or Closers personnel, attempting to gain unauthorized access to Closers, or transmitting or activating computer viruses through or on Closers; and/or
Interfere or disrupt or game Closers or the Services, including, but not limited to, any servers or networks connected to Closers, or Closers' search algorithms.

Contact

If you have any questions or feedback, or need to reach our Data Protection Officer, please reach out to our support team by email at[email protected]