Terms of Service
These Terms of Service (“Terms”) govern your access to and use of ClosedWon® Inc. (“ClosedWon®”, “Luna”, “we”, “us”, or “our”) websites and services (“Services”, “Site”). We encourage you to read them carefully before using the Services.
Last Updated On: July 16, 2019
1. Acceptance of Terms
ClosedWon® provides Services, as defined below, to you subject to this Terms agreement. You must read, agree with and accept all of the terms and conditions contained in this Terms agreement.
By using the Services and/or Site, you are agreeing to these Terms. You must be 18 years or older, or at least the age of majority in the jurisdiction where you reside or from which you use this Service. If you are acting on behalf of an entity to use the Services, you are agreeing to these Terms for that entity. You represent and warrant that you have the authority to bind that entity and its affiliates to these Terms, in which case, the terms “you” or “your” will refer to that entity and its affiliates.
You may use the Services only in accordance with these Terms. If you do not have the legal power and capacity to form a contract with ClosedWon®, or if you do not agree with these Terms, you must not accept this Terms agreement and may not use the Service.
You acknowledge that these Terms form a binding contract between you and ClosedWon®, and it governs without limitation your use of and access to the Services.
ClosedWon® reserves the right to modify this document at any time. We may also delete any content or data from the Services at our discretion. Any changes in these Terms will become effective when we post the revised Terms on the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. You are advised to check the Terms from time to time for any changes that may impact you.
We may also terminate, suspend or modify the Services and Site at any time without cause or prior notice. We reserve the right to introduce new features or functionality for which the payment of fees may be required.
THIS TERMS OF SERVICE CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 19, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OR CLASS ARBITRATIONS OF ANY KIND.
2. ClosedWon® USAGE.
2.1 Description of Service.
The “Service” includes (a) the Site, (b) ClosedWon®’s application program interfaces and related materials (the “API” or “APIs”), (c) ClosedWon®’s browser-based add-ons, extensions or plug-ins (collectively, “ClosedWon® Browser Extensions”), including, but not limited to, ClosedWon®’s Gmail or Outlook plug-in that integrates and displays information about your contacts and companies within your professional network in connection with the use of your Gmail or Outlook account through the Site, or ClosedWon® for Salesforce – Lite, ClosedWon®‘s Google Chrome extension that integrates and displays information about Salesforce leads, contacts, and accounts in connection with the use of your Salesforce account through the Site and (d) all software (“the Software”) (including all software, integrations, and user interfaces made available by ClosedWon®), data (including personally identifiable information – “Personal Data”), reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Data”). Any new features added to or augmenting the Service are also subject to this Terms. All paid plans executed through self-service on the Site and/or separately executed Order Forms (“Order Form”) fall under this Terms unless you have entered into a separately signed Master Subscription Agreement with ClosedWon® (each a “Subscription”).
2.2 Jurisdictional Issues.
The Service is controlled or operated (or both) from the United States, and is not intended to subject ClosedWon® to any non-U.S. jurisdiction or law. The Service may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Service is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Service’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
2.3 Access and Use of the Service.
Subject to the terms and conditions of this Terms, including without limitation Section 2.4 below, ClosedWon® authorizes you to access and use the Services only for lawful purposes and in accordance with the provisions of this Terms (including the documents referenced in this Terms) internally, and, if applicable, with your Subscription during the Subscription Term, and without exposing Data obtained through the Service to third parties (with the sole exception being as set forth in Section 2.4(g) below). You acknowledge that the Services may become temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by ClosedWon® or by third-party providers, or because of other causes beyond our reasonable control
2.4 Rules of Conduct.
You shall not (and shall not allow any third party to) (a) license, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party, including making available any Data obtained through the Service to third parties (with the sole exception being as set forth in Section 2.4(g)); (b) use the Service in any fraudulent, tortious or unlawful manner (including without limitation in violation of any CAN-SPAM, Telephone Consumer Protection Act, data privacy or export control federal, state, provincial and national laws or regulations) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components; (c) use the Service with any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: (i) libellous, defamatory, obscene, pornographic, abusive or otherwise illegal or offensive content; (ii) spyware, adware, or other malicious code; (iii) counterfeit goods; (iv) items subject to US embargo; (v) unsolicited mass distribution of email or multi-level marketing proposals; (vi) hate materials; (vii) hacking/surveillance/interception/descrambling equipment; or (viii) stolen products or items used for theft; (d) modify, adapt or hack the Service to, or otherwise attempt to, gain unauthorised access to the Service or its related systems or networks; (e) frame or mirror any portion of the Service, or otherwise incorporate any portion of the Service, except to the extent such restriction is expressly prohibited by applicable law; (f) use the API or the Data in any manner to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity or that violates the rights of any person, including but not limited to intellectual property rights, rights of privacy or rights of publicity; (g) interfere with or disrupt the operation of the Service or the servers or networks used to make the Service available, including by hacking or defacing any portion of the Service or content made available through the Service or violate any requirement, procedure or policy of such servers or networks; (h) post, transmit or otherwise make available through or in connection with the Service any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”); (i) restrict or inhibit any other person from using the Service; or use or permit any third party to use the Service or the Data to make decisions regarding the provision of credit, insurance, employment, or other benefits to an individual, or for other purposes restricted or regulated by applicable law; (j) use the Service for any purpose other than your internal business purposes and in no event for any purpose competitive with ClosedWon® as determined by ClosedWon® in its sole discretion; or (k) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Service content (including Your Content), or reproduce or circumvent the navigational structure or presentation of the Service, without ClosedWon® express prior written consent. Notwithstanding the foregoing, and subject to compliance with applicable law and any instructions posted in the robots.txt file located in the Site’s root directory, ClosedWon® grants to the operators of public search engines permission to use spiders to copy materials from the Service for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. ClosedWon® reserves the right to revoke such permission either generally or in specific cases, at any time and without notice. You also shall not (and shall not allow any third party to): (a) transfer to or use the Data (in aggregate form or otherwise) except as expressly authorized under this Terms or by ClosedWon®, or (b) copy, disclose, rent, lease, sell, transfer, distribute, assign, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the Service.
You shall comply with any codes of conduct, policies or other notices ClosedWon® provides you or publishes in connection with the Service, and you shall promptly notify ClosedWon® if you learn of a security breach related to the Service.
As between you and ClosedWon®, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to ClosedWon®.
2.5 Usage Limits
To the extent the Service or any portion thereof is made available for any fee, you are responsible for usage limits set forth in the applicable Order Form and/or self-service Subscription. ClosedWon® reserves the right to bill overages, cancel your subscription, or revoke access if limits are not maintained. For use of the Service and the Software, without limiting the foregoing, you will access the Data solely on a transactional basis. You shall not (and shall not allow any third party to) present the Data so that it appears to be made available by any third party; or access the Data in bulk, redistribute, or resell the Data. You are responsible to purchase the sufficient number of seats and access for your usage and company. Only one seat may be used per person for all seat or license-based services. Any individual software-specific terms are additive to this Terms.
2.6 ClosedWon® API
Any use of the API, including use of the API through a third-party product that accesses ClosedWon®, is bound by these Terms plus the following specific terms:
2.6.1 Damage and Liability.
- ClosedWon® is not affiliated with LinkedIn or any third-party partners in any way.
- It is your sole responsibility to comply with LinkedIn rules and any legislation that you are subject to. You use ClosedWon® at your own risk.
- We are not responsible for your actions and their consequences. We are not to blame in the unlikely case of your accounts getting banned for any reason.
- We require your ClosedWon® API access to obtain required information for interacting with the APIs. We don’t store, give away, or otherwise distribute your information to any third parties.
- We can’t guarantee any specific outcome from using ClosedWon®.
- We can’t guarantee the continuous, uninterrupted or error-free operation of the service.
- We reserve the right to modify, suspend or withdraw the whole or any part of our service or any of its content at any time without notice and without incurring any liability.
- You expressly understand and agree that Ulinc shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to: damages for loss of profits, goodwill, use, data or other intangible losses (even if ClosedWon® has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.
2.6.2 Rate Limiting.
Abuse or excessively frequent requests to ClosedWon® via the API may result in the temporary or permanent suspension of your account’s access to the API. ClosedWon®, in its sole discretion, will determine abuse or excessive usage of the API. ClosedWon®, in its sole discretion, may make an attempt via email to warn the account owner prior to suspension.
ClosedWon® reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.
2.7 Privacy Shield Compliance
You shall use any Personal Data downloaded, accessed or otherwise received through the Service solely in connection with your use of the Service in accordance with this Terms. You represent, warrant, and covenant that you shall process any and all Personal Data for this limited and specified purpose, consistent with any consent provided by the individual to whom Personal Data relates, and that you shall process all Personal Data in compliance with the EU-U.S. and Swiss-U.S. Privacy Shield (the “Privacy Shield”) frameworks as set forth by the U.S. Department of Commerce regarding the transfer of personal information from the EU or Switzerland to the U.S. Such compliance shall include, but not be limited to: (i) compliance with the Privacy Shield Principles of Notice, Choice, Accountability for Onward Transfer, Security, Data Integrity and Purpose Limitation, Access, and Recourse, Enforcement and Liability (“Privacy Shield Principles”); (ii) providing the same level of protection for Personal Data required by the Privacy Shield Principles; (iii) timely notification to ClosedWon®, but in any event no less than ten (10) business days’ notice, if you determine that you can no longer meet your data protection obligations pursuant to this section (Privacy Shield Compliance), in which case you will cease processing Personal Data (or you will take other reasonable and appropriate remedial steps). Upon receiving such notice, or upon any breach of this section (Privacy Shield Compliance), ClosedWon® may immediately terminate your account and this Terms upon written notice to you.
2.8 Trademark License
Subject to the terms hereof, ClosedWon® hereby grants you a non-exclusive, non-sublicensable right to display the ClosedWon® logos, trademarks and other identifiers provided by ClosedWon® (collectively, the “ClosedWon® Marks”), solely for uses pre-approved in writing by ClosedWon® and, in any event, solely in accordance with ClosedWon® branding guidelines. Further, you will abide by any requests by ClosedWon® regarding your use of the ClosedWon® Marks if ClosedWon® determines that your use thereof does not comply with ClosedWon’s quality control standards. All goodwill arising out of use of the ClosedWon® Marks in any jurisdiction will inure to the sole benefit of ClosedWon®. ClosedWon® may substitute alternative marks for any or all of the ClosedWon® Marks at any time.
Any externally-facing, commercial, or non-internal use of free Services requires link attribution as determined at the sole discretion of ClosedWon® and is only permitted with prior written approval of ClosedWon®. It is your responsibility to notify ClosedWon® at success@ClosedWon.ai if you are using any services for commercial or non-internal use.
Any Software or data that may be made available by ClosedWon® in connection with the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to access the Service by any means other than through the interface that is provided by ClosedWon® for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of ClosedWon® (except as set forth in Section 2.4(f)) or any third party is granted to you in connection with the Service.
2.9 Your Content
You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service, and email messages, contact lists and other information stored in cloud services of any third party relating to your email accounts or other services with such third party (“Your Content”). You may not restrict ClosedWon® from providing data or other information in response to queries of its databases if such data or information: (i) was known to a receiving party without restriction before receipt from the disclosing party; (ii) is publicly available through no fault of the receiving party; (iii) is rightfully received by the receiving party from a third party without a duty of confidentiality; or, (iv) is independently developed by the receiving party without reference to Your Content.
2.10 Your Account
2.10.1 License to Your Content
ClosedWon® will implement reasonable technical and physical safeguards to protect Your Content and Data. You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to ClosedWon®’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. ClosedWon® does not guarantee that the Service is or will remain secure or that access to the Service will be uninterrupted and ClosedWon® will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long-distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in ClosedWon®’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
ClosedWon® reserves the right to use your name and/or ClosedWon® name and logo/assets as a reference for marketing or promotional purposes on ClosedWon®’s website and in other communication with existing or potential ClosedWon® customers.
Subject to the terms hereof, ClosedWon® may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
You may not use any of ClosedWon®‘s data in Salesforce or Marketo, except via ClosedWon®‘s official Salesforce and Marketo integrations. This includes but is not limited to any data obtained through our API.
To the extent the Service or any portion thereof is made available for any fee, you will be required to select a Subscription through the self-service process on the Site and/or separately execute an Order Form and provide ClosedWon® information regarding your credit card or other payment instruments. You represent and warrant to ClosedWon® that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay ClosedWon® the amount that is specified in the payment plan in accordance with the self-service Subscription or Order Form and this Terms, including as set forth in Section 6. Subscriptions entered into through the Site auto-renew pursuant to the terms specified in Section 6 and those entered into through an Order Form may auto-renew if and in the manner specified therein. You hereby authorize ClosedWon® to bill your payment instrument in advance monthly for self-service Subscriptions entered into through the Site or in accordance with the applicable Order Form and in accordance with the terms of the applicable payment plan referenced in the self-service Subscription or Order Form and this Terms, and you further agree to pay any charges so incurred. If you dispute any charges, you must let ClosedWon® know within thirty (30) days after the date that ClosedWon® invoices you. We reserve the right to change ClosedWon® ‘s prices. If ClosedWon® does change prices, ClosedWon® will provide notice of the change on the Site or in email to you, at ClosedWon® ‘s option, at least fourteen (14) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. ClosedWon® may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by ClosedWon® thirty (30) days after the mailing date of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on ClosedWon®’s net income.
4.Third Party Materials
4.1 Open Source
Certain Service functionality may make available access to third party services or other third party resources made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials. We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by ClosedWon® with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Service at any time. In addition, the availability of any Third Party Materials through the Service does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.
YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).
4.1.1 Open Source Components and Licenses
The Services may be provided together with, or otherwise contain, certain open source software components (“Open Source Components”) under their respective open source license agreements (“Open Source Licenses”). You acknowledge and agree to the terms and conditions in each such Open Source License and to comply with all such terms and conditions. With respect to each Open Source Component, to the extent there are any conflicts between any terms of this Agreement and any terms of the respective Open Source License, which the Open Source License does not permit, such conflicting terms of this Agreement will not apply. Any fees charged by ClosedWon® in connection with the Services do not apply to any Open Source Components for which fees may not be charged under the applicable Open Source License. Where the terms of any specific Open Source License entitle you to the source code of the respective Open Source Component (if any), that source code may be made available from ClosedWon® upon request (a nominal fee may be charged by ClosedWon® for processing such request).
5.Representations and Warranties
You represent and warrant to ClosedWon® that (i) you have full power and authority to enter into this Terms; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow ClosedWon® to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content, Your Application and other activities in connection with the Service, and ClosedWon® ‘s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, patent right, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.
The Terms become effective upon the date that you are first provided with the use or access to the Services and remains in effect, (a) with respect to any free Service, until you uninstall or remove such free Service, and (b) with respect to paid plans executed through self-service on the Site and/or separately executed Order Forms, for the term specified in your self-service Subscription or your Order Form, or if none is so specified, for one (1) calendar month following the date you are first provided with access (the “Initial Term”) unless terminated earlier. Upon expiration, the Initial Term will automatically renew for successive one (1) calendar month periods, unless otherwise set forth in an Order Form (the Initial Term and any renewal terms collectively, the “Subscription Term”). You will be responsible for Subscription Fees through the end of your Subscription Term and no refunds will be issued if you terminate your Subscription prior to the expiration of your Subscription Term. If ClosedWon® materially breaches this Terms, and does not cure such breach within thirty (30) days after receiving written notice from you of the breach, or ClosedWon® makes a material change to this Terms that you do not accept, you have the right to terminate your Subscription via self-service on www.ClosedWon.ai OR by sending a cancellation request to support@ClosedWon.ai. In addition, you may terminate for convenience your month-to-month Subscription via self-service on www.ClosedWon.ai OR by sending a cancellation request to support@ClosedWon.ai, but you may not terminate for convenience the Services set forth in an Order Form submitted by you prior to the expiration of the Subscription Term set forth in the Order Form.
Without limiting ClosedWon® ‘s other termination rights set forth in this Terms, ClosedWon® may terminate or suspend your account and this Terms effective immediately upon notice to the administrative email address associated with your account if you violate any of the provisions of Section 2.4 (the Rules of Conduct) or 2.7 (Privacy Shield Compliance). In addition to any other remedies ClosedWon® may have, ClosedWon® may also terminate this Terms upon fourteen (14) days’ notice (or seven (7) days in the case of nonpayment) if you breach any of the terms or conditions of this Terms and, where capable of cure, such breach remains remained uncured for a period of thirty (30) days. Your Content on the Service (if any) may be permanently deleted by ClosedWon® upon any termination or suspension of your account in its sole discretion. However, all accrued rights to payment and the terms of Sections 2-5 shall survive termination of this Terms. ClosedWon® also reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. You agree that ClosedWon® will not be liable to you or any third party for any termination of your access to the Service.
7.Disclaimer Of Warranties
THE SERVICE AND ALL THIRD PARTY MATERIALS, INCLUDING WITHOUT LIMITATION THE SITE, API AND ANY DATA PROVIDED IN CONNECTION THEREWITH, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND ClosedWon® EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT ClosedWon® DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE DATA OR RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM ClosedWon®OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS.
8. Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL ClosedWon® AND ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “ClosedWon® PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST CONTENT OR DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THIRD PARTY MATERIALS OR THE TOS; (B) WITHOUT LIMITING THE FOREGOING, FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; OR (C) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN CONNECTION WITH THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED U.S. DOLLARS ($100). THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THE TERMS) ARE MADE FOR THE BENEFIT OF BOTH ClosedWon®AND EACH OF THE OTHER ClosedWon® PARTIES.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you.
IN THESE STATES, ClosedWon® AND THE OTHER ClosedWon® PARTIES’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You shall defend, indemnify, and hold harmless ClosedWon® and each of the other ClosedWon® Parties from and against any actions, damages, obligations, losses, liabilities, demands or expenses, including without limitation reasonable legal and accounting fees, arising or resulting from, or in connection with: (i) your breach of any of the provisions of this Terms; (ii) any of Your Content; (iii) your violation of any third party right, including without limitation any right of privacy or intellectual property right (including without limitation violation of any intellectual property right by Your Content and Your Application, or ClosedWon®’s use of the foregoing as contemplated by this Terms); (iii) any other party’s access and use of the Services with your unique username, password or other appropriate security code; (iv) Personal Data or any other data that is made available to ClosedWon® via your account; (v) your violation of any applicable law, rule or regulation; or (vi) your other access, contribution to, use or misuse of the Service or ClosedWon® Marks.ClosedWon® shall provide notice to you of any such claim, suit or demand. ClosedWon® reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests to assist ClosedWon®’s defense of such matter.
10. Export Controls
You are responsible for complying with United States export controls, including as set forth above, and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.
ClosedWon® may assign or transfer this Terms, in whole or in part, without consent or other restriction. You may not assign this Terms without the prior written consent of ClosedWon®. Any attempted assignment other than as permitted in this Section will be null and void.
13. Information or Complaints
If you have a question or complaint regarding the Service, please send an e-mail to support@ClosedWon.ai. You may also contact us by writing to 5562 Cornadelo Range Road, Las Vegas, NV 89113, or by calling us at (415) 805-3400. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
If any provision of this Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Terms will otherwise remain in full force and effect and enforceable. Both parties agree that this Terms , together with any Order Form and/or self-service Subscription, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Terms , and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Terms and you do not have any authority of any kind to bind ClosedWon® in any respect whatsoever. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Terms will be construed as if followed by the phrase “without limitation.” Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. All notices under this Terms if delivered in person, mailed or transmitted by email or fax will be treated as having been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. ClosedWon® will not be responsible for any failure to fulfill any obligation due to any cause beyond its control. In any action or proceeding to enforce rights under this Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and ClosedWon® relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and ClosedWon® relating to such subject matter.
This Terms (including the arbitration provisions in Section 16) shall be governed by the laws of the United States (including federal arbitration law) and the State of California without regard to the principles of conflicts of law. Unless otherwise elected by ClosedWon® in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute relating to your access to or use of the Service.
Class Action Waiver. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS TOS, YOUR USE OF THE SERVICES AND ALL RELATED MATTERS, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT CLOSEDWON AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS TOS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION.
The arbitration will be administered by the American Arbitration Association (the “AAA”) under (a) its Consumer Arbitration Rules (currently available athttps://www.adr.org/sites/default/files/Consumer%20Rules.pdf) if you are a consumer or (b) its Commercial Arbitration Rules (currently available at https://www.adr.org/sites/default/files/Commercial%20Rules.pdf) if you are not a consumer, in each case as amended by this Terms. The arbitrator will conduct hearings, if any, by teleconference or video conference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if applicable law allows, they can seek relief against us for you.
IF YOU ARE A CONSUMER AND DO NOT WANT TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MAY OPT OUT. IN ORDER TO OPT OUT OF THIS ARBITRATION PROVISION, YOU MUST NOTIFY US IN WRITING THAT YOU DO NOT WANT TO RESOLVE DISPUTES WITH US BY ARBITRATION, AND SUCH NOTICE SHOULD BE DELIVERED BY MAIL TO 5562 CORNADELO RANGE ROAD, LAS VEGAS, NV 89113, WITHIN THIRTY (30) DAYS OF THE EARLIER OF (A) THE DATE YOU FIRST USE THE SERVICE; AND (B) THE DATE YOU CLICK OR TAP ANY BUTTON OR BOX MARKED “ACCEPT,” “AGREE” OR “OK” (OR A SIMILAR TERM) IN CONNECTION WITH THIS AGREEMENT.