Terms of Service
Last Updated June 1, 2018
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.
- You must provide accurate information when you create your Service account;
- You are responsible for safeguarding your password and for all activities that occur under your account and you should notify Clozer immediately if you become aware of any breach of security or unauthorized use of your account;
- You must comply with our acceptable use guidelines at all times when using the Service;
- You may never use another user’s account without permission;
- You may not disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law; and
- Our Service is not intended for use by persons under the age of eighteen (18) and by using the Service you are representing to Clozer that you are over the age of 18 and able to enter into contracts.
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:
- use the Service for any unlawful purpose or for promotion of illegal activities
- impersonate another person through the Service or otherwise misrepresent an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others
- publish or post other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission
- send unsolicited communications, promotions advertisements, or spam
- publish or link to malicious content intended to damage or disrupt another user’s browser or computer
- access, tamper with, or use non-public areas of the Service, Clozer’s computer systems, or the technical delivery systems of Clozer’s third party data processors
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure
- access or search the Service by any means other than Clozer’s publicly supported interfaces (for example, “scraping”)
- forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information
- interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service
- promote or advertise products or services other than your own without appropriate authorization
You may not post any Content on the Service that:
- may create a risk of harm, loss, or physical or mental injury to any other person or the risk of loss or damage to any property
- violates of any applicable law, any intellectual property rights, or anyone’s right of privacy or publicity
- is defamatory, libelous or threatening
- contains any information that you do not have a right to make available under law or any contractual or fiduciary duty
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.
Administrator Access to Your Content
Your Use of Third Party Applications
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.
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.
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.
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:
- Identify the copyrighted work that you claim has been infringed;
- Identify the material that is claimed to be infringing and where it is located on the Service;
- Provide reasonably sufficient information to permit us to contact you, such as your address, telephone number, and, email address;
- Provide a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
- Provide a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner;
- Provide an electronic or physical signature of a person authorized to act on behalf of the copyright owner; and
- Deliver the DMCA Notice, with the above information completed, to us at firstname.lastname@example.org.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please be aware that this procedure is only for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice.
In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
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.
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.
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.
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.
15.1 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 email@example.com to provide us with an effort to resolve the issue in an informal manner.
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”).
15.3 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.
15.4 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.
15.5 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.
15.6 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.
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.
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.
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.
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.