CLOSELY TERMS OF USE

1. WEBSITE AND PLATFORM; CONDITIONS OF USE

To provide a better service and optimize the use of the Website and Platform, Closely differentiates when you use the Website as the user and the Platform/Extension as the Client. To avoid any doubts:

The Website is a part of a software internet system, which allows you to get basic access to discover the web resource and decide whether to order access to the Platform, contact Closely, etc.; this part of the web resource is available for use by both the users and Clients. The Platform is a special environment within the Website that contains advanced functionality that allows you to enjoy all the benefits of the Website and use the special features, such as automatization work with and adjusting user experience of LinkedIn or other social media, launching advertising or communication campaigns, B2B leads generation, and ordering from Closely business data of the Client’s prospects (the “Business Data”) collection, so that the Client may use them to launch its ad campaigns, etc. The Extension is a digital extension developed for web-browsers which the Client may use to enjoy special features of the Platform and the subscription. Only Clients may use the Platform and Extension. To avoid any doubts:

Only a legally capable person who has reached the age of 18 or the age of majority in their jurisdiction (whichever is greater) may be the user. Once you use the Website, Platform, Extension or the information materials, you confirm and warrant that you have full legal capacity and have reached the age of 18 or the age of majority in your jurisdiction (whichever is greater).

Related materials, related information materials and materials supporting the running the Website, Platform or Extension (the “information materials”) are any information posted on the Website or Platform, or Extension, including but not limited to the following: computer code, any texts and images, audiovisual works, audio tracks, separate sounds, animated images, analytical information, any logos, videos, etc.

Closely reserves the right at any time to modify or discontinue, temporarily or permanently, the Website, Platform, and Extension (or any part thereof) with or without notice. The Client agrees that Closely shall not be liable to the Client or to any third party for any modification, suspension, or discontinuance of the Website, Platform, and Extension. Should the Platform be suspended or discontinued, the Client can request Closely to refund the Client any remaining prepaid License Fees by delivering written notice via email.

Closely does not recommend the Client to change any settings of the Client’s account, the Platform, or the Platform’s features since such changes may result in blocking, banning, suspending, freezing, deleting, restricting, etc. of the Client’s accounts/profiles on the third-party websites or platforms.

The Client shall not use, develop, or amend either any informational materials or the Business Data in any form for commercial sale. Except with the prior written consent of Closely, the Client may not transfer, republish, or otherwise disclose any of the foregoing to anyone else. You may not use the Services, the Website, Platform, or Extension in a commercial service environment, including, but not limited to, disclosure any informational materials or the Business Data to third parties in any form whatsoever. The Client is entitled to use the Services, the Website, Platform, and Extension solely for its personal and internal business purposes only, subject to the limitations set forth herein. The Client is specially prohibited to use the Business Data or any portion of the Closely Services:

2. INTELLECTUAL PROPERTY

Since the Website, Platform, Extension and all their components, including the information materials posted are the intellectual property created and/or owned by Closely and that we have the right to use it, you acknowledge such circumstances and accept the following conditions of use of the Website Platform, and Extension:

The user acknowledges the circumstances and undertakes to adhere to the following restrictions:

By performing a data collection on behalf and in the interest of the Client, Closely grants to the Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the data provided to the Client (the Business Data) during the Subscription Term for its internal business purposes. Should the Subscription Term ends or Closely suspects any of the Client’s violation hereof, then the Client's license to the data specified herein will be revoked.

3. FINANCIAL TERMS; SUBSCRIPTION

Access to the Platform and Extension is subscription-based. This means that the Client shall pay the License Fee to be granted with a license in accordance with section 2.1(e) hereof and use the features of the Platform. At the same time, the Client may additionally purchase some extra services on top of the subscription. Fees for such extra services are payable in advance in accordance with relevant invoices.

The Subscription Fee is always payable in advance. By purchasing the subscription, you agree that Closely will automatically charge your card in a fixed amount according to the chosen subscription plan. This also covers cases of the subscription renewal (the “Recurring Payment”). The Recurring Payment shall be automatically charged from your banking card by the method you have chosen at the recurring intervals equal to the Billing Period until the subscription is cancelled.

The Subscription Term is a period of time during which the Client may access and use the Platform and Extension. The Client may not early terminate the Subscription Term until it expires. If, for any reason, the Client partially uses or does not use the subscription, neither License Fees, nor other payments are refundable. Generally, the duration of the Subscription Term is one (1) calendar month. Still, the longer Subscription Term may be specified by the relevant PO (if applicable) or chosen by the Client before purchasing the subscription.

All the time, after its expiration, the Subscription Term automatically renews for successive terms of the same duration if no Party notifies other Party about its decision not to prolong the Subscription Term according to Section 4 of the Billing Policy. Closely has no obligation to notify the Client when the Subscription Term is running out.

The License Fee is payable in advance in accordance with the relevant PO (if applicable) and following terms:

Closely may change the price for the License Fee and other fees from time to time and will communicate any price changes to the Client in advance. Price changes will take effect at the start of the next Subscription Term following the date of the price change. By continuing to use the Platform after the price change takes effect, you accept the new price established for the license. If you do not agree to a price change, you have the right to reject the change by not purchasing the next Subscription Term after the price change takes effect.

All respective fees, commissions, and deductions associated with the transfer of the amounts stated herein or in relation hereto, including, without limitation, fees, and disbursements of financial institutions, including banks, payment systems, etc. (the “Commission Fee”), shall be paid by the Client. To avoid any doubts, no amount payable to Closely hereunder shall be reduced by the Commission Fee.

All fees and rates are net amounts and exclusive of any applicable taxes, duties, levies, or similar extra charges including any kind of withholding taxes whether arise out of an international treaty or national legislation. The Client is obligated to inform Closely about applicability of all possible taxes, duties, levies, or other deductions applicable in the Client’s jurisdiction, and the net invoice amount will be increased respectively. If the Client fails to provide the required information, Closely will assume no responsibility, and the Client will compensate for any necessary expenses.

Without limiting Closely’s remedies, Closely may charge interest on overdue fees from the due date up to the date of actual payment at a monthly rate of 2% or the highest rate permitted by applicable Law, whichever is less. The Client shall reimburse Closely for expenses and recovery costs incurred in collecting any past due fees, including reasonable attorneys’ fees and costs of collection.

In the event of non-payment for the further Subscription Term, the Subscription Term may be paused but it does not release the Client from its obligation to pay the License Fee.

All details on how the Client is billed, how it can manage the Subscription and obtain a refund is provided by the Billing Policy.

4. ACCOUNT

Neither these Terms nor the Agreement themselves are a public or private offer to users or third parties to join Agreement or enter into a relationship with Closely other than an access to the Website.

The user who desires to become the Client shall contact Closely and apply for an account. Neither reaching us out nor filing an application for registration means automatic registration or obtaining the status of the Client, as well as Closely’s obligation to get access to the Platform. We, at our sole discretion, decide where to approve the application on a case-by-case basis.

The user acknowledges circumstances and accepts the following registration rules:

The provision of inaccurate/false information during registration or use of the Website, Platform, or Extension may affect the quality of use of the Website, Platform, or Extension and be a reason for refusing to register an account/blocking it.

The user is solely responsible for preserving the details of access to the account, including the ways of backing up access to the account. Account credentials shall be reliable. We do not have access to your access details, and we are not responsible for third parties’ access to such details.

The user does shall not use the Website, Platform, or Extension or the information materials before they reach full legal capacity/necessary scope of authorization, as well as use other user’s credentials.

When registering an account and using the Website, Platform, or Extension, you transfer to us some of your personal data. Personal data shall be processed in accordance with the Privacy Policy and Cookies Policy. The Policies contain information on personal data we can process, as well as other important information.

5. CLIENT’S DATA; CLIENT’S CONTENT

In the course of the Platform’s/Extension’s use, the Client may upload to the Platform/Extension information about third-party natural persons (the “Client’s Data”) in order to have the opportunity to use the Platform’s features while communicating with those persons. The Client’s data also mean all data submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of Client to the Platform. With the help of the Platform/Extension, the Client may also enhance the Client’s Data and collect additional information (the “Supplementary Data”). Still, such data augmentation will be performed on behalf of the Client and in the Client’s business interest only. All the time, the Client shall be a person collecting and determining the purposes and means of the processing of the Supplementary Data. The Platform and Extension is a mere technical solution licensed to the Client.

As between Closely and the Client, all right, title, and interest in and to the Client’s Data, the Supplementary Data, and all Intellectual Property Rights in and to the Client’s Content (the “Property”) belong to and are retained solely by Client. The following rules shall apply:

Before the start of the Subscription Term, the Client shall comply with all technical and personal data laws, including personal data collection notice, which may include:

When uploading the Client’s Content:

Since Closely is not obliged to check the admissibility of the Client’s Content, the Client shall all the time remain liable for such content and shall not upload, post, display, or transmit any of prohibited materials (the “Prohibited Content”) as set forth by the Closely Anti-Spam Policy.

The Client additionally further represents and warrants that the Client’s Content:

Closely reserves the right to remove and reject any of the Client’s Content:

To the fullest extent permitted by law, Closely disclaims all guarantees regarding the Client’s Content positioning and any user actions related to the Client’s Content, conversions, sales, the accuracy of data and the placement of the Client’s Content. Placement of the Client’s Content on any specific website is not guaranteed. Closely makes no representations as to the expected benefits related to the use of the Platform or that the Platform and its features are suitable for the Client’s intended purpose.

Closely does not control and has no liability for third-party platforms, including their security, functionality, operation, availability, or interoperability or how the third-party platforms or their providers use the Property.

6. DATA PRIVACY

All the personal data submitted in connection with the Client’s use of the Services, Website and Platform is subject to Closely Privacy Policy. Closely will use information about the Client, its authorized employees, officers, agents that Closely obtains either directly from the Client or through the Client’s use of the Services, Website and Platform/Extension, and the Business Data in accordance with our Privacy Policy solely in furtherance of providing the Services to Closely’s clients and improving the Platform.

In exchange for the Client’s use of the Services and Platform and in addition to the License Fee payments, the Client agrees to let Closely access to information about your connections (friends, prospects, followers) in the social media connected to the Client’s account on the Platform, including but not limited to, name, business email address, phone number, website, and social media account address, job title, seniority and role, company name, country/state of business (the “Shared Data”). The Client represents and warrants that it has the right to provide Closely with this information and that, if your social media account is owned by your employer, you are authorized by your employer to share such data. If you do not have that right or that authorization (if applicable), you may not and must not use the Service and Platform.

Closely has implemented and will maintain and follow appropriate technical and organizational measures intended to protect information operated by Closely against accidental, unauthorized, or unlawful access, disclosure, damage, alteration, loss, or destruction. The Client will ensure that all information it provided is current and accurate. The Client is responsible for its configuration of data privacy settings on the Platform, its secure use of the Services, including securing its account authentication credentials, protecting the security of the Client’s Data when in transit to and from the Platform or Closely and taking any appropriate steps to securely encrypt or backup any of the Client’s Data uploaded to the Platform/Extension or otherwise provided to Closely.

If Closely becomes aware of any unlawful access to any Client’s data stored on Closely’s equipment or in a Closely’s facility, or unauthorized access to such equipment or facilities resulting in loss, disclosure, or alteration of the Client’s Data (the “Security Incident”), Closely will notify the Client of the Security Incident without undue delay (provided that such notification may be delayed as required by a law enforcement agency) and take commercially reasonable steps to comply with its obligations under applicable privacy laws relating to responding to the Security Incident. Closely’s obligation to report or respond to the Security Incident hereunder is not an acknowledgement by Closely of any fault or liability with respect to the Security Incident. The Client shall notify Closely without undue delay, about any possible misuse of its accounts or authentication credentials or any security incident related to the Platform.

To the extent Closely receives personal data on Client’s behalf that is subject to the applicable privacy laws, Closely certifies that it understands and will comply with its obligations as a service provider (data processor, third party, etc.) under the applicable privacy laws.

The Client is responsible for ensuring its compliance with the requirements of the applicable privacy laws in its use of the Platform and its own processing of personal data. To avoid any doubts, when the Client uses the Business Data, it commits to adhere and act in accordance with all applicable data protection, security, marketing, and privacy-related laws, directives, regulations, and guidelines, including but not limited to:

If the Client breaches the Section 6.4 hereof, Closely may immediately suspend the Client’s access to the Services, Website, Platform and Extension. In addition to any other damages, it may be entitled to under the law, should the Client or any person using the Services, Website, Platform, or Extension through Client’s account knowingly breach any material term of this Agreement, Closely shall have a right to injunctive relief, including attorneys’ fees and court costs, as required to cure the breach.

7. CONFIDENTIALITY

The “Confidential Information” means information disclosed hereunder that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Closely’s Confidential Information includes the terms and conditions of the Agreement, Terms and PO, any technical or performance information about the Platform/Extension.

As receiving party, each party shall:

The receiving party may disclose the Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with article and they are bound to confidentiality obligations no less protective than under this article. The receiving party may disclose Confidential Information if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment.

These confidentiality obligations do not apply to information that the receiving party can document:

Unauthorized use or disclosure of the Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach hereof.

These confidentiality obligations shall be in place during the term of the Agreement and two (2) years thereafter.

8. WARRANTIES; DISCLAIMERS; LIMITATIONS OF LIABILITY

We provide you with access to the Website, Platform, and Extension in accordance with the principles “as is” and “as available”. This means that we cannot guarantee (and we do not guarantee) that access to the Website and Platform shall be uninterrupted, timely, and the Website, Platform, and Extension shall not contain errors. We cannot guarantee that the Website, Platform, and Extension shall function properly on all devices and under all special conditions. However, we shall make every reasonable effort to ensure the proper functioning of the Website, Platform, and Extension.

The Website, Platform, and Extension may contain links to third-party websites and resources. We are not responsible for any content of third-party websites and resources, and we also do not control them. Your use of such third-party websites and resources is at your own risk and responsibility. We strongly recommend you read terms of use and privacy policies of such websites and resources first and access them only if you agree with those documents. Our activities are limited by the Agreement.

To the extent permitted by law, in no case we and any other our affiliate persons (employees, contractors, shareholders, agents, representatives, referrals, partners, advertising, promotional agencies and other agencies providing other services, any other representatives and legal advisers) are not responsible for any inaccuracies or omissions in information materials and any special, indirect and other damages, lost profits caused or in any way related to the use or inability to use the Website and Platform or the information materials, any harm, damage, demands, and other actions that may occur at any stage of using the Website, Platform, and Extension, in particular:

We are not also responsible, including, but not limited to, for following cases:

You clearly understand and agree that you are solely responsible for the truthfulness and accuracy of the information you publish on the Website, Platform, and Extension, as well as in course of the use of the Website,Platform, or Extension and the information materials. You take full responsibility for any expenses and commissions when using the Website or Platform.

You agree to protect, indemnify, and ensure the safety as well as hold harmless us and our affiliates against any claims, lawsuits, or statements, including the payment to legal advisers, if this arises from your use of the Website, Platform, or Extension, your violation or non-compliance with the terms of the Agreement, Terms, violation of third-party rights and any other your actions or inaction.

We and any our affiliates (employees, contractors, shareholders, agents, representatives, partners, advertising, promotional agencies, and other agencies providing other services, any other representatives, and legal advisers) are not responsible for any unethical, unauthorized, illegal, or unlawful use of the Website, Platform, or Extension. This includes lawsuits, unfair advertising, loss of position/reputation or monetary compensation, resignation, termination of cooperation, and any other disciplinary and legal consequences. You take full responsibility for any disciplinary and legal consequences arising from the illegal, unethical and/or infringing use of the Website, Platform, or Extension.

Closely will have no liability to the client in connection with:

9. TERM AND TERMINATION; APPLICABLE LAW AND DISPUTE RESOLUTION

The Agreement will remain in full force and effect while the Client/user uses the Platform, Extension and Website but not less than to the expiration date of the Subscription Term.

Closely may suspend or terminate the Client’s access to or use of the Platform and Extension and terminate the Client’s account for the Client’s breach of this Agreement or if Closely believes that the Client are competing with Closely or abusing/disparaging Closely, its business reputation and/or our Services in any way, or Closely has reasonable suspicions that the cooperation with the Client may cause business reputation losses. The Client acknowledges and agrees that once Closely deletes the Client’s account, all the Property as well as data on the Services may be deleted or lost and may not be recoverable. In case of suspension/termination, no paid fees are refundable.

The articles 2-3 and 5-8 hereof shall survive termination or expiration of the Agreement.

If any portion of this Agreement is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of this Agreement, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.

The Agreement and your use of the Website, Platform, and Extension are governed by the laws of the Republic of Cyprus (“Cyprus”), excluding its conflict of laws rules. Your use of the Website may also be governed by other local, state, national or international laws. For any matter related to the interpretation or execution of the Agreement, the parties expressly refuse to submit to any courts that may have jurisdiction over the subject matter and agree to submit to the exclusive competence and jurisdiction of the courts of the City of Nicosia, Cyprus. You hereby unconditionally accept personal jurisdiction in such courts and waive any other protection.

10. MISCELLANEOUS

These Terms constitutes the full agreement between Closely and you. The Billing Policy, Privacy and Cookies Policy, the Anti-Spam Policy, and POs are the integral parts hereof and integrated herein by reference. The Terms, the Billing Policy, the Privacy and Cookies Policy, the Anti-Spam Policy, and POs constitutes the Agreement. A reference to the Agreement means a reference to any and all of its integral parts.

This version of the Terms supersedes any other agreements between you and us regarding the subject matter of the Terms, as well as all previous versions of the Terms. If any provision hereof (article or a provision of such an article) is invalidated, this does not affect other provisions of the Terms and shall be changed, edited or interpreted in such a way as to contain more actual and relevant meaning for the purposes of the Terms.

You and we shall not rely on any written or oral information that is not embodied or mentioned in this Terms. Your or our failure to comply with any term of the Terms does not constitute a waiver of your right to enforce that or any other term of these Terms.

Nothing herein is intended to establish any form of partnership, recruitment, or joint venture between you and us. You and we are not agents, neither you nor we can enter into contracts or any other documents/transactions on behalf of each other or as representatives of each other. Nothing in the Terms creates obligations for third parties. No third party is bound by the Terms.

Communication between you and us takes place in English. Messages, requests, inquiries, statements and/or permissions shall be sent by any means available. Notices and reports under the Terms are deemed to have been received within one day of the date the notice or report was sent.

The headings in the Terms are intended to make the Terms easier to understand. The headings do not affect the content and meaning of the provisions placed under the specific headings. Headings are not to be used to interpret the terms of the Terms.

The Terms is an electronic agreement. The electronic form hereof has the same legal effect as if it were signed using a physical signature.

The Client agrees to reasonably consider participation in a press release announcing its use of the Platform (with any such release to require prior written approval of each party). In any event, the Client agrees that Closely may use Client’s name and logo in customer lists on Closely’s website and in Closely’s promotional materials (any such activity to cease upon written request by the Client).

We may independently and without your prior consent from time to time change, supplement or otherwise modify the Terms (and any integral part of it) or any functionality of the Website and Platform, so please periodically check this page and test the Website and Platform to make sure you agree with all changes. If you continue to use the Website, Platform, or information materials after such changes, we shall assume that you have accepted the changes, unless we are required to obtain your explicit consent to such changes under applicable law.

If you do not accept any of the terms hereof or any changes hereto, please do not start using the Website, Platform, or information materials or stop using and remove any traces of such use from your devices.

You agree that a breach of these Terms shall cause irreparable injury to Closely for which monetary damages would not be an adequate remedy and Closely shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

This section applies to California Residents only. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210. You may all the time get the “.pdf” copy of these Terms, Privacy or Cookies Policy as well as other legal documents placed on the Website by sending the relevant request to [email protected].

The words “including” and “in particular” are to be construed as being by way of illustration or emphasis only and are not to be construed as, nor shall they take effect as, limiting the generality of any foregoing words.

Legal Info for Correspondence: Prodromou, 75, Oneworld Parkview House, 4th Floor, 2063, Nicosia, Cyprus.