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CLOSELY TERMS OF USE

Effective Date: May 1, 2022

These terms of use (the “Terms”), Closely Privacy and Cookies Policy , the Closely Anti-Spam Policy and relevant purchase orders are a single instrument and the binding legal contract (the “Agreement”) between Esterson Limited (“we” and “Closely”, as contextually appropriate) and users (“you”, the “user” and the “Client”, as contextually appropriate) of https://closelyhq.com and relevant digital extensions developed for web-browsers (the “Website”, the “Platform”, and the “Extension” as contextually appropriate). The Agreement outlines terms and conditions of use under which the user shall use the Website and the Client may access the Platform. If you access or use the Website or Platform on behalf of a company or other entity, then “you”, the “user” and “Client” comprise you as a person and that entity. You represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to the Agreement, and (b) you agree to the Agreement on the entity’s behalf.

You shall read the Terms before the use of the Website or Platform; in the case of disagreement with any of the terms hereof, you shall not use the Website, related materials or any other materials which support the running the Website or Platform and shall leave the Website and immediately stop using the Platform and any related materials. Compliance with the Agreement, as well as all its appendices, is obligatory throughout the entire time of the use of the Website and Platform. If you have any concerns about or have reason to believe your employer does not permit you accept these Terms or provide Closely with the Shared Data, do not accept these Terms, start using of the Platform, and access/use any of the Services. If such concerns arise after permission has been granted, immediately cease using the Services and Platform and revoke the access permissions granted to the Platform by disconnecting the Client’s social media account off the Platform.

You shall be deemed to have agreed to the Agreement and all appendices hereto, as well as to accept it as binding on you, in the event of at least one of the following circumstances: (a) you open, access or otherwise use or interact with the Website through any browser and from any device whether as the user or Client; (b) the Client accepts this Agreement through the account created by the Client on the Website; (c) the Client signs the purchase order (the “PO”) that incorporates this Agreement or deliver the PO via email or other means of communication; or (d) the Client use the the Platform.

We may modify the Agreement from time to time. Any amended terms automatically take effect ten (10) days following being posted on the Website. Your access to the Website or Platform following the date of effectiveness of any modifications hereto shall constitute your acceptance of the Agreement, as modified. You agree that the notice of update posted on the Website shall be deemed adequate notice of made modifications.

The Effective Date hereof shall be the first date when either the Client accepts the Agreement through the Website or the Client and Closely enter into the PO.

IN ORDER TO AVOID ANY DOUBTS, CLOSELY IS NOT A LINKEDIN OR OTHER SOCIAL MEDIA’S PRODUCT AND IS NOT ENDORSED BY OR AFFILIATED WITH THE LINKEDIN CORPORATION OR ANOTHER LEGAL ENTITY RUNNING ANY SOCIAL MEDIA PLATFORM.

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:

  1. The user is a person, whether acting on their own behalf or representing an entity who accesses and uses the Website as an average explorer of the Internet, with primarily informational purpose;
  2. The Client is a person or entity, whether represented by themselves or other person or entity who orders or uses (whether now or in the past) the Platform, executed the relevant PO with Closely (if applicable), entered into the Agreement, and got access to the Platform and Extension, on subscription basis;
  3. You do not lose the “user” status by being the Client; accordingly, all the terms applied to the user are automatically applied to the Client if otherwise is not provided by the relevant PO or the Agreement.

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:

  1. The user may use the Website only to
    • access the Website with informational purposes
    • apply to create an account
    • contact us
    • read legal documents posted on the Website; and
    • request a demo.
  2. The Client may use the Platform only to
    • use features of the Website
    • create an account
    • apply for access to the Platform
    • use the features of the Platform; and
    • perform other actions permitted by the Agreement
    • The Client may use the Extension to login to the Platform; use some of the features of the Platform; and perform other actions permitted by the Agreement and allowed by the functionality of the Extension..

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, Closely shall refund the Client any remaining prepaid License Fees by delivering written notice of amounts due to the Client via email and returning payment.

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:

  1. To encourage any illegal, fraudulent, abusive, or other activities;
  2. In connection with credit granting, credit monitoring, account review, collection, insurance underwriting, employment or for any other purpose covered by the Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq ("FCRA")), Federal Trade Commission interpretations of the FCRA, and similar federal and state statutes;
  3. For any form of debt collection;
  4. For any purpose prohibited by applicable data privacy and security laws, including the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”);
  5. For any purpose other than for business-to-business activity.

2. INTELLECTUAL PROPERTY

Since the Website, Platform, 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 and Platform:

  1. The Website and Platform and their content, including the information materials, their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws;
  2. Closely, its licensors (if any) own all right, title, and interest in and to the Website and Platform (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests;
  3. The Closely name and all related names, logos, product and service names, designs and slogans are business names of Closely or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services or Website or Platform are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us;
  4. We provide you with a personal, non-exclusive, non-assignable, non-sublicensable, non-transferrable, limited by means of use license to access and use the Website during the term of the Agreement in accordance with the available functionality, which can be revoked by us at any time without any prior notification. This license has the sole purpose of enabling you to use and enjoy the Website in the manner permitted by these Terms and subject to the use restrictions described hereunder;
  5. Subject to the Client’s timely payment of the License Fee, Closely grants to the Client, its authorized employees, agents, and independent contractors a personal, non-exclusive, non-assignable, non-sublicensable, non-transferrable, limited by means of use license to access and use the Platform during the Subscription Term and solely for the Client’s personal operations in the manner permitted by the Agreement, and subject to the use restrictions described hereunder. Any other use of the Platform by the Client or any person/entity is strictly forbidden and is a violation of the Agreement unless otherwise directly agreed by the Parties;
  6. The foregoing licenses and your rights to use informational materials are limited by the terms of the Agreement. Any provisions and rights that are not clearly provided by the Terms or Agreement are considered unforeseen and non-granted to you. Neither the Terms nor the Agreement contain implied rights, terms, or provisions;
  7. You may use the Website, Platform, Extension and the information materials posted there solely for personal non-commercial purposes and only in accordance with the Terms, within the functionality of the Website, unless otherwise is provided by the Agreement;
  8. You shall not recreate, duplicate, copy, sell or resell, as well as use for commercial purposes the Website and any information materials posted on the Website, Platform or Extension, unless we give you written permission or otherwise is provided by the Agreement;
  9. You are not allowed to use any of the informational materials or the Website, Platform, or Extension “look and feel” outside of the Website and Platform;
  10. The Website, Platform, and Extension may require additional resources, permissions or subscriptions for proper functioning, for example, access to the Internet, to internal data storage of the user's devices, the ability to send notifications to the browser, the social media subscription or existing accounts etc. All the time, no costs covering access to resources, receiving of permissions, subscriptions or account creation, etc. are included in the License Fee; all such costs shall be solely and separately from the License Fee born by the Client; and
  11. We are not responsible for any relationship between the user and third parties, as well as for the results of use of the Website, Platform, or Extension.

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

  1. When using the Website, Platform, or Extension, the user shall not use any mechanisms, software or scripts that directly or indirectly interact with them, and access to which was not provided to the user in accordance with the Agreement or our direct permission;
  2. The user shall not infringe on the electronic integrity of, duplicate, decompile, reverse engineer, disassemble or decode the Website (Platform/Extension), try to overcome the protection of the Website (Platform/Extension) in any way and distribute malicious software that can harm us, the Website (Platform/Extension) or other users, or attempt to do any of the same;
  3. The user shall not use the Website, Platform or Extension in any manner that could disable, overburden, damage, disrupt or impair the Website, Platform or Extension or interfere with any other party’s use of the Website, Platform or Extension or use any device, software or routine that causes the same;
  4. The user shall not share any information, including messages, elements of the Website, Platform, or Extension or the information materials, both on our behalf and on his own behalf;
  5. The user shall not in any way share any information obtained on the Website, Platform, or Extension, except through the relevant mechanisms of the Website or Platform;
  6. The user shall not create any technical obstacles in the functioning of the Website, Platform, or Extension or duplicate the actions of the Website or Platform in any way;
  7. The user shall not download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Website, Platform, or Extension or any their portions;
  8. The user shall not use any robot, spider, crawlers or other automatic device, process, software or queries those intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Website, Platform, or Extension or engage in any manual process to do the same;
  9. The user shall not use the Website, Platform, or Extension for illegal, harassing, unethical, or disruptive purposes as well as the Client shall not use the Platform against any rules and terms of social media platforms the Clients desires to interact with; and
  10. The user shall not violate any applicable law or regulation in connection with your use of the Website, Platform, or Extension.

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 Term is a period of time during which the Client may access and use the Platform and Extension. The Client may early terminate the Subscription Term until it expires but neither License Fees, nor other payments are refundable. Generally, the duration of the Subscription Term is one (1) calendar month. Still, it may be specified by the relevant PO (if applicable).

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 at least five (5) days prior to the end date of the Subscription Term. 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:

  1. The License Fee depends on the number of seats assigned to the Client’s account and scope of the Platform’s features requested by the Client and shall be paid by the Client in the amount and at the rates specified in the applicable PO (if applicable), or if no rate or amount is specified, at Closely’s then-current rates and in accordance with the invoicing and payment terms set forth herein;
  2. The License Fee may be paid by the Client on the base of the invoice, or it may be charged by Closely from the Client’s bank account/payment or credit card (provided by the Client) on a recurrent basis;
  3. No fees and amounts payable hereunder are refundable as otherwise provided by the relevant PO. It also means that there are no refunds offered:
    • For the Subscription Term cancellation during the Subscription Term (if allowed), either on a prorated basis or otherwise;
    • If the Client downgrades the number of seats or requested features (if allowed);
    • If the Client has no possibility to use the Platform or the client’s profiles on third-party websites are blocked, banned, suspended, frozen, deleted, etc.;
  4. If the Client owes Closely any unpaid fees, Closely may suspend the Client’s access to the Platform and Extension without prior notice until it’s paid in full. The suspension does not relieve the Client of its obligation to pay the License Fees even though the Client may not use the Platform.

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 will automatically terminate on the day after the last day of the current Subscription Term. In order to continue using the Platform, the Client shall pay the License Fee for the next license period.

For the new Clients who use the Platform and paid the License Fee at the first time only, following the date when the License Fee is charged, Closely provides a seven-day grace period when the Client may enjoy paid features of the Platform, decide whether them suit the Client’s needs, and request a refund of the paid License Fee (if the paid features of the Platform do not satisfy the Client). The following rules apply to the grace period:

  1. If the Client decides to request a refund during the grace period, it shall send a request to [email protected] . Following the receipt of the request, Closely suspends your access to the paid features of the Platform;
  2. If Closely receives no request from the Client within the grace period, the grace period expires, and the Client loses its right to refund;
  3. Closely may remit a refund only to the same payment instrument (credit card, wire transfer, etc.) from which the initial payment was made. If the same payment instrument is unavailable anymore, the refund to a distinct payment instrument may be remitted only at the sole discretion of Closely. In a case when Closely has reasonable suspicion of potential fraud, money laundering, or illegal cash-out, Closely will dismiss a refund without giving any reason;
  4. Where allowed by the law applicable to Closely or the Client, Closely is entitled to assume the reasonable costs of restitution related to administering of the Client’s request, communicating with the Client, and processing of a refund (including, paying any applicable financial institutions’ commissions).

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:

  1. We reserve the right to decline a registration without giving any reason;
  2. When registering, the user is obliged to indicate only reliable data about their identity and not to use third-party data without a permission of those persons;
  3. The user’s data as e-mail address, telephone number or other contact details shall be unique. This means that no user has ever used such data for registration. The e-mail address shall be placed on a corporate domain name;
  4. The user is obliged to keep up to date all the data specified by the user during registration or specified in the account while using the Website, Platform, or Extension. The user is solely responsible and bears all the risks associated with the indication of incorrect or irrelevant data;
  5. During the registration, the user chooses a password for authorization. The password shall be secure and exclude third parties from accessing the user’s account. The user is solely responsible for the reliability of the password, its storage and inaccessibility to third parties. We do not bear any responsibility for the use of the user’s credentials by any third parties;
  6. All actions performed with the user’s account are deemed to be performed by the user;
  7. We reserve the right to verify any data provided by you when registering and using the Website or Platform, as well as your identity.

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:

  1. The “Client’s Content” includes the Client’s texts, background images, trademarks, logos, company names, fonts, hex codes, images, graphics, text, audio, video files, product feeds, and other content in any media and format that the Client uploads to the Platform/Extension;
  2. The “Intellectual Property Rights” means:
    • patents and patent rights, rights of priority, mask work rights, copyrights, moral rights, trade secrets, know-how, and any other form of intellectual or industrial property rights;
    • any other protected rights or assets and any licenses and permissions in connection therewith; and
    • trademarks, trade names, logos, service marks, designs, and other designations of source;
    • in each case of this subsection, recognized in any country or jurisdiction of the world, and whether or not registered or able to be registered and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing.
  3. The Client hereby grants to Closely a limited, non-exclusive, royalty-free, and fully-paid, worldwide license to use the Property and perform all acts with respect to the Property in order to allow the Client uses the features of the Platform/Extension or as otherwise authorized by Client in writing.

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:

  1. receiving the communication recipient’s consent for data collection;
  2. issuing and posting an online privacy policy/notice as required by applicable privacy laws; and
  3. notifying to the recipients all information required under applicable privacy laws.

When uploading the Client’s Content:

  1. The Client acknowledges and agrees that all such content shall identify the Client and not Closely as the sponsor/creator of the content;
  2. Closely is not liable for any loss or damage that the Client’s Content may cause to the Client or others and makes no warranty that any of the Client’s Content is accurate or complete;
  3. Closely is not responsible for screening, policing, editing, or monitoring the Client’s Content and encourages the recipients to use reasonable discretion and caution in evaluating or reviewing any such content;
  4. Closely is not responsible for moderating the Client’s Content or its changing instead of the Client before the distribution of the Client’s Content. All the Client’s Content will be performed exactly as it was provided to Closely.

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:

  1. Is accurate and does not violate the PO, Agreement, Terms, and policies of the relevant third-party platforms;
  2. Shall not cause injury to any person or entity, and that it does not violate any third party’s proprietary, statutory, or common law rights;
  3. Complies with all applicable laws and regulations; and
  4. Does not infringe, misappropriate, or otherwise violate any copyright, patent, trademark, service mark, trade secret, or other intellectual property right of any third party; does not breach the rights of any person or entity, including rights of publicity or privacy, and is not defamatory; and does not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity.

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

  1. In connection with the Client’s failure to timely pay any fees hereunder;
  2. For violation of applicable laws or rights of third-parties, as may be determined in Closely’s discretion;
  3. For violation of the PO, Agreement, Terms, or policies of the relevant third-party platforms;
  4. If Closely concludes that the Client’s Content negatively affects its relationship with its clients, affiliates, suppliers, or that promotes content, services, or activities, is contrary to Closely’s competitive position, interests, or advertising philosophy.

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:

  1. General Data Protection Regulation (the “GDPR”) together with any amending or replacement legislation, any EU Member State, or United Kingdom laws and regulations issued thereunder;
  2. the California Consumer Privacy Act of 2018 and the California Consumer Privacy Act Regulations (“CCPA”) together with any amending or replacement legislation;
  3. Brazil’s General Data Protection Law (“LGPD”);
  4. The Federal CAN-SPAM Act of 2003 and the Canada’s Anti-Spam Legislation together with any amending or replacement legislation, and
  5. All other equivalent laws and regulations in any relevant jurisdiction relating to personal data and privacy, as each may be amended, extended, or re-enacted from time to time.

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:

  1. Hold in confidence and not disclose the Confidential Information to third parties except as permitted herein; and
  2. Use the Confidential Information only to fulfill its obligations and exercise its rights in this Agreement.

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:

  1. Is or becomes public knowledge through no fault of the receiving party;
  2. It rightfully knew or possessed prior to receipt under this Agreement;
  3. It rightfully received from a third party without breach of confidentiality obligations; or
  4. It independently developed without using the disclosing party’s Confidential Information.

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:

  1. Breakdown or any suspension of the functioning of the telephone line, equipment, software, Internet, information network, e-mail services, etc.;
  2. Unsuccessful, incomplete, falsified and untimely computer transmissions or mailings;
  3. Any actions taken outside our control;
  4. Any damage, loss or harm arising from the use of the Website and Platform;
  5. Typographical errors in any materials provided through the Website and Platform;
  6. Any type of blocking, banning, suspending, freezing, deleting, restricting, etc. of the Client’s accounts/profiles on the third-party websites or platforms.

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

  1. If you do not achieve the expected result using our Website, Platform, and Extension;
  2. If you violate any provision of the Agreement, Privacy Policy, Cookies Policy, Anti-Spam Policy or the Terms;
  3. If you experience any difficulties while using the Website, Platform, or Extension.

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:

  1. The Client’s failure to provide notices to, or obtain consents from, the communication recipient’s regarding its privacy practices or the services described herein which are required by applicable law;
  2. The Client’s collection, use or disclosure of data as contemplated in this agreement; or
  3. Data security or data use if Closely acts in accordance with Client’s instructions.

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 Privacy and Cookies Policy, the Anti-Spam Policy, and POs are the integral parts hereof and integrated herein by reference. The Terms, 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.