Terms of Service

Last Updated June 1, 2018

Welcome to Clozer and we are glad you are here. Please read these Terms of Service (“Terms“) carefully as they govern your use of the services, software and websites (the “Service”) provided by Clozer Technologies Inc. (“Clozer”). Our Privacy Policy explains the way we collect and use your information and these Terms outline our expectations with respect to your behavior when using the Service. By using the Service you agree to be bound by these Terms and our Privacy Policy. If you’re using our Service on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to that Organization. If you become a paid subscriber to Clozer’s premium Service, then your use of the Service will be governed by our Subscriber Agreement.

  1. Your Content
    The Service allows you to create various content including, but not limited to, sales information such as people, companies, activities, deals, and goals and associated information, email logs, phone call logs, comments, text, files, and attachments (together, the “Content”) and to share that Content with others. You retain ownership of your Content, but by uploading it onto the Service, you are granting Clozer a license to access, use, copy, reproduce, process, adapt, publish, transmit and display that Content for the purpose of (i) providing you the Service and associated customer support; and (ii) analyzing and improving the Service.

    We reserve the right to remove Content on the Service that violates our acceptable use guidelines or these Terms or that we otherwise reasonably believe may create a liability for Clozer.

  2. Your Obligations

  1. Acceptable Use Guidelines
    All users of the Clozer Service are expected to comply with these acceptable use guidelines. Failure to do so may result in suspension or termination of your account. You agree not to misuse the Service. For example, you may not:
  1. Your Use of Clozer Software
    As part of the Service, we provide downloadable client software (the “Software”) for your use in connection with the Service. This Software may update automatically and if such Software is designed for use on a specific mobile or desktop operating system, then a compatible system is required for use. So long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between Clozer and You, Clozer retains all right, title and interest in the Software. If you are using our API to develop an application based on our Service, you will be subject to our API Terms.

  2. Administrator Access to Your Content
    When you sign up for our Service, you associate one or more email addresses with your account. If you use an email address provided to you by a third party entity of which you are a part (such as yourname@youremployer.com or yourname@nonprofit.org) (each an “Entity”) you hereby grant that Entity and its administrator(s) permission to access, use, download, export, disclose, share, restrict and/or remove Content that you have associated with the email address that includes their domain. You acknowledge and understand that an Entity may elect to utilize one or more third party applications in connection with their teams’ use of the Service and that, by associating Content with an email address that includes an Entity’s domain, you are granting permission to have such Content shared with such third party application(s) as subject to our Privacy Policy. You also acknowledge and understand that an Entity may restrict or terminate your access to Content associated with the email address that includes their domain.

  3. Your Use of Third Party Applications
    If you elect to utilize any third party application in connection with your use of the Service, by doing so you are consenting to your Content being shared with such third party application as subject to our Privacy Policy. To understand how such third party application provider utilizes your Content and other information, you should review their privacy policy.

  4. Security
    We use industry standard technical and organizational security measures in connection with the storage, processing and transfer of your Content that are designed to protect the integrity of that Content and to guard against unauthorized or unlawful access to, use of, or processing of such Content. To learn more please read our Security Information.

  5. Termination
    You are free to stop using our Service at any time. We also reserve the right to suspend or end the Service at any time at our discretion and without notice. We may also terminate or suspend your access to the Service at any time if you are not complying with these Terms or if you are using the Service in a manner that we believe may cause us financial or legal liability.

  6. Clozer’s Intellectual Property Rights
    The Service (excluding Content provided by users) constitutes Clozer’s intellectual property and will remain the exclusive property of Clozer and its licensors. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

  7. Copyright and DMCA Policy
    Clozer respects the intellectual property rights of others and we expect our users to do the same. We respond to notices of alleged infringement in compliance with the Digital Millennium Copyright Act of 1998 (“DMCA”) taking place through the Service and such notices should be reported to Clozer as below.

    You must provide the following information in writing in your DMCA Notice:

  1. Modifications to the Service
    The Service may be modified from time to time, often without prior notice to you. Your continued use of the Service constitutes your acceptance of such modifications. If you are not satisfied with a modification we make to the Service, your sole remedy is to terminate your use of the Service.

  2. Indemnification
    You agree to defend, indemnify and hold harmless Clozer and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the Service or the Software, or from or in connection with any Content uploaded to the Service through your account by a third party using your account with your knowledge or consent.

  3. No Warranty
    THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CLOZER IS NOT RESPONSIBLE FOR ANY THIRD PARTY CONTENT THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THE SERVICE OR FOR ANY DAMAGE OR LOSS OF DATA THAT MAY RESULT. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATION OR SERVICE THAT PROVIDES ACCESS TO OUR SERVICE (E.G., ANY THIRD PARTY APPLICATION DEVELOPED USING CLOZER’S API).

    The Service is controlled, operated and hosted within the United States of America (“U.S.”) and Clozer makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with all local laws and regulations.

  4. Limitation of Liability
    TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLOZER, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT CLOZER HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. CLOZER’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO CLOZER IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY.

  5. Dispute Resolution

  6. 1 Informal Efforts
    You agree that prior to filing any claim against Clozer relating to or arising out of these Terms you will first contact us at support@clozer.ai to provide us with an effort to resolve the issue in an informal manner.

  7. 2 Arbitration
    If such dispute is not resolved to our mutual satisfaction within 30 days of submission, then either party may bring a formal claim, which claim shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”).

  8. 3 Arbitration Procedures and Fees
    The AAA will administer arbitration proceedings under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Arbitration will be held in the U.S. county where you live or work, in San Francisco, CA, or in any other location we agree to. The AAA rules will govern payment of all arbitration fees. Clozer will pay all arbitration fees for claims less than $50,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. Clozer will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

  9. 4 Exceptions to Agreement to Arbitrate
    Either you or Clozer may assert a claim, if it qualifies, in small claims court in San Francisco, CA or any U.S. county where you live or work. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Service or intellectual property infringement (for example, trademark, trade secrets, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process.

  10. 5 No Class Actions
    ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.

  11. 6 Judicial Forum
    In the event that the agreement to arbitrate is found not to apply to your claim, then you and Clozer agree that any judicial proceedings will be brought in the federal or state courts in San Francisco, CA and both parties consent to venue and personal jurisdiction there.

  12. Governing Law
    These Terms will be governed by the laws of the State of California, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

  13. Data Transfer
    In connection with providing you the Service Clozer may transfer, store and process your Content in the U.S. or in any other country in which Clozer or its agents maintain facilities. By using the Service you consent to this transfer, processing and storage of your Content and as subject to our Privacy Policy.

  14. Entire Agreement; Severability; Waiver
    These Terms constitute the entire agreement between you and Clozer concerning the Service and replace any prior or contemporaneous agreements, terms or conditions applicable to your use of the Service. If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent. Clozer’s failure to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later.

  15. Assignment
    These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Clozer without restriction. Any attempted transfer or assignment by you will be null and void.

  16. Notices
    We may provide you with legal notices and notices related to your account via email using the email address associated with your account. We may provide you with other marketing or business-related information, including information about Service updates or changes, via email or via our blogs.