Terms Of Use

Last Updated on April 20, 2018.

These terms and conditions (the “Terms”) govern your access to and use of ClosrClub websites and mobile applications that link to or reference these Terms (“Service”). By accessing or using the Service, you are agreeing to these Terms and concluding a legally binding contract with Closr LLC, a Delaware corporation headquartered in Whitefish, Montana (“Closr”, “ClosrClub”). Do not access or use the Service if you are unwilling or unable to be bound by the Terms.

DEFINITIONS

Parties

“You” and “your” refer to you, as a user of the Service. A “user” is someone who accesses, browses, or in any way uses the Service. “We,” “us,” and “our” refer to Closr.

Content

“Content” means text, images, photos, audio, video, location data, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to, through, or in connection with the Service, such as sales deal data, photos, comments (both private and public), compliments, invitations, check-ins, messages, and information that you publicly display or displayed in your account profile. “User Content” means Content that users submit or transmit to, through, or in connection with the Service. “Closr Content” means Content that we create and make available in connection with the Service. “Third Party Content” means Content that originates from parties other than Closr or its users, which is made available in connection with the Service. “Service Content” means all of the Content that is made available in connection with the Service, including Your Content, User Content, Third Party Content, and Closr Content.

 

CHANGES TO THE TERMS OF SERVICE

We may modify the Terms from time to time. The most current version of these Terms will be located here. You understand and agree that your access to or use of the Service is governed by the Terms effective at the time of your access to or use of the Service. If we make material changes to these Terms, we will notify you by email or by posting a notice on the Service prior to the effective date of the changes. We will also indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms. You understand and agree that your continued access to or use of the Service after the effective date of modifications to the Terms indicates your acceptance of the modifications.

 

USING THE SERVICE

Eligibility

To access or use the Service, you must be 18 years or older and have the requisite power and authority to enter into these Terms. You may not access or use the Service if you are a competitor of ours or if we have previously banned you from the Service or closed your account.

Permission to Use the Service

We grant you permission to use the Service subject to the restrictions in these Terms. Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

Service Availability

The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

User Accounts

You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Service. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.

Your account is for your personal, non-commercial use only. In creating it, we ask that you provide complete and accurate information about yourself to bolster your credibility as a contributor to the Service. You may not impersonate someone else (e.g., adopt the identity of a pet or celebrity), create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts. If you use a pseudonym, take care to note that others may still be able to identify you if, for example, you include identifying information in your deals, use the same account information on other sites, or allow other sites to share information about you with Closr. Please read our Privacy Policy for more information.

Communications from Closr and other Users

By creating an account, you agree to receive certain communications in connection with the Service. For example, you might receive compliments or follower requests from other Users. From time to time, you will also receive our e-mail newsletter about new features or potential users to follow. You can opt-out of non-essential communications at any time.

 

CONTENT

Responsibility for Your Content

You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by Closr.

You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.

Our Right to Use Your Content

We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, use for job placement, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of the Service and any Other Media the right to access Your Content in connection with their use of the Service and any Other Media. Finally, you irrevocably waive, and cause to be waived, against Closr and its users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.

Ownership

As between you and Closr, you own Your Content. We own the Closr Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Service Content, computer code, products, software, aggregate user review ratings, and all other elements and components of the Service excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the Closr Content and the Service, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Closr Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service and the Closr Content are retained by us.

Advertising

Closr and its licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

Recruiting

In order to use our Service, you should complete the registration process by inserting the needed information to our Service and by accepting this Agreement and our Privacy Policy.

In addition, please pay attention to the following:

Your Personal Identifiable Information (as defined in our Privacy Policy) (such as your current and past positions, education background, professional experience, closed sales deals, number of friends which are members in any specific community) shall be visible to Employers which our Service concluded are potential matches to your employment or job search needs.You, at your sole discretion, shall agree whether we may disclose additional information relating to you, including without limitation, your CV and other Personal and Non Personal Identifiable Information (as defined in our Privacy Policy) which has not yet been disclosed (“Additional Information”). In accordance with your approval, your Additional Information will be delivered automatically to the potential Employer.

Other

User Content (including any that may have been created by users employed or contracted by Closr) does not necessarily reflect the opinion of Closr. We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you.

 

RESTRICTIONS

We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

You agree not to, and will not assist, encourage, or enable others to use the Service to:

Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;

Promote a business or other commercial venture or event, or otherwise use the Service for commercial purposes;

Solicit personal information from minors, or submit or transmit pornography; or

Violate any applicable law.

You also agree not to, and will not assist, encourage, or enable others to:

Violate the Terms;

Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Service Content (other than Your Content), except as expressly authorized by Closr;

Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Service or any Service Content;

Reverse engineer any portion of the Service;

Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service;

Record, process, or mine information about other users;

Access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database of business reviews;

Reformat or frame any portion of the Service;

Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Closr’s technology infrastructure or otherwise make excessive traffic demands of the Service;

Attempt to gain unauthorized access to the Service, user accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;

Use the Service or any Service Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, “Viruses”);

Use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service;

Use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Service Content; or

Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Service Content, or features that enforce limitations on the use of the Service.

The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing 30 days’ prior written notice to us at legal@closrclub.com, together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.

 

PRIVACY POLICY

You represent that you have read and understood our Privacy Policy. Note that we may disclose information about you to third parties if we have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply our Terms and Privacy Policy; (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on us; or (iv) protect our rights, reputation, and property, or that of our users, affiliates, or the public. If you use the Service outside of the United States, you consent to having your personal data transferred to and processed in the United States.

 

COPYRIGHT PROTECTION – DIGITAL MILLENNIUM COPYRIGHT ACT

We respect the rights of copyright owners and expect our users to the same. If you are a copyright work owner or an agent thereof, and you believe any content submitted to and hosted on the Service infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DCMA”) by providing Our Designated Copyright Agent with the following information in writing (“Notice”):

sufficient details to enable identification of the copyrighted work that has been allegedly infringed, if multiple copyrighted works are claimed to be infringed, a representative list of such works;

a description of where the content that you claim is infringing is located on our Services;

your contact information at which you may be contacted (for example, your address, telephone number, and email address);

a statement that you have a good faith belief that the use of the content identified in the Notice is not authorized by the copyright owner, its agent, or the law; and

a statement, under penalty of perjury, that the information in the Notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed.

the physical or electronic signature of the owner of the allegedly infringed copyrighted work or any person authorized to act on behalf of such owner;

Following receipt of your Notice, We will take whatever action, in our sole discretion, as we deem appropriate, including removal of the challenged content from the Service. We may ask you to provide further or supplemental information, prior to removing any content, as we deem necessary to comply with the provisions of the DMCA.

It is our policy to respond only to Notices of alleged infringement that comply with the provisions of this section.

Our Designated Copyright Agent for notices of claims of copyright infringement may be reached as follows:

Attention: Copyright Agent, Closr LLC, 2150 Iron Horse Drive Whitefish MT 59937 or by Electronic Mail at: Legal@closrclub.com

 

THIRD PARTIES

The Service may include links to other websites or applications (each, a “Third Party Service”). We do not control or endorse any Third Party Service. You agree that we are not responsible for the availability or contents of such Third Party Services. Your use of Third Party Services is at your own risk.

Some of the services made available through the Service may be subject to additional third party or open source licensing terms and disclosures.

 

INDEMNITY

You agree to indemnify, defend, and hold Closr, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the “Closr Entities“) harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Service, (ii) your violation of the Terms, (iii) any products or services purchased or obtained by you in connection with the Service, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Closr reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Closr. Closr will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

 

DISCLAIMERS AND LIMITATIONS OF LIABILITY

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE CLOSR ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.

THE SITE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE CLOSR ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. THE CLOSR ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, THE CLOSR ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE.

THE CLOSR ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SITE OR THE SITE’S USERS. ACCORDINGLY, THE CLOSR ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.

THE CLOSR ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE CLOSR ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY.

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.

THE CLOSR ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SITE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE CLOSR ENTITIES IN CONNECTION WITH THE SITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.

THE CLOSR ENTITIES DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.

 

CHOICE OF LAW AND VENUE

California law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and Closr (a “Claim”), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN SAN FRANCISCO COUNTY, CALIFORNIA.

 

TERMINATION

You may terminate the Terms at any time by closing your account or discontinuing your use of the Service. Please review our Privacy Policy for information about what we do with your account when terminated.

We may close your account, suspend your ability to use certain portions of the Service, and/or ban you altogether from the Service for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Service, Your Content, Service Content, or any other related information.

In the event of any termination of these Terms, whether by you or us, Sections labeled Definitions, Restrictions, Privacy Policy, Third Parties through Termination will continue in full force and effect, including our right to use Your Content as detailed in Restrictions.

 

GENERAL TERMS

We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability.

We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Service.

Except as otherwise stated in Section 8 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.

The Terms contain the entire agreement between you and us regarding the use of the Service, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.

Any failure on Closr’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.

The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Closr’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.

The section titles in the Terms are for convenience only and have no legal or contractual effect.

 

Copyright © 2018 Closr Inc., 2150 Iron Horse Drive Whitefish MT 59937