Terms & Conditions

Terms & Conditions

User Agreement Effective Date: November 5, 2015

This User Agreement (this “Agreement”) explains the terms under which you are allowed to use the GoClozer.com website and any web or mobile services or applications (collectively, the “Site”) offered by Clozer, Ltd. (“Clozer”) and our subsidiaries, without limitation, Clozer Escrow Corporation (“EEC”). This Agreement is a part of and by reference all the Terms of Service linked from www.goclozer.com/legals including all Site information referenced or linked therein (the “Terms of Service”).

Your use of the Site after the effective date will signify that you have read, understand, accept, and agreed to be bound and are bound by this Agreement for yourself and on behalf of any Member for whom you use the Site, and you represent that you have the authority to do so. To the extent permitted by applicable law, we may modify this Agreement with prospective effect without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site, unless a later date is otherwise stated in the revised Agreement. Please check the Site often for updates. Capitalized terms not defined in this Agreement are defined in the other Terms of Service or have the meanings given such terms on the Site.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN A JURY TRIAL OR CLASS ACTION. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION.

  1. Overview

The Site is a venue where our Members use both our marketplace and our platform for online services. Clients and Clozers become Members when they open Clozer Accounts pursuant to the Account Agreement. As Members, they use the Site directory and Clozer Services board functions to advertise, locate, introduce themselves to each other, screen and select each other, negotiate Engagement terms, and enter into Member Contracts between each other. Once two Members enter into a Member Contract, they use the Site to collaborate, communicate about, and invoice and pay for the Engagement.

  1. Relationship between Client and Sales Professional

Member Contract Client and Clozer acknowledge and agree that when Clozer accepts an Engagement awarded by Client, Client and Clozer will be deemed to have entered into a “Member Contract” comprising the following agreements: (1) those Relationship Agreements applicable to the Engagement as described in the next subsection titled “Relationship Agreements”; (2) the remaining Terms of Service (other than the Relationship Agreements); (3) the Engagement terms awarded and accepted on the Site, to the extent not with the Mandatory Terms (defined below); and (4) any other contractual provisions accepted by both Client and Clozer and uploaded to the Site, to the extent not with the Mandatory Terms. Relationship Agreements 1 The “Terms of Service” this User Agreement, the Account Agreement, Independent Contractor Services Agreement, Fixed Price Escrow Instructions, Hourly and Miscellaneous Payment Agreement with Escrow Instructions, Payroll Services Agreement, Refund and Cancellation Policy, Fixed Price Dispute Resolution Policy, Hourly Dispute Resolution Policy, Site Usage Policy, Client Engagement Posting Policy, Clozer Memberships, Proposals and Fulfillment Policy, Referral Program, Mark Use Guidelines, Copyright and Other Infringing Content Policy, Cookie Policy, and Privacy Policy. Different sections of the Terms of Service are hyperlinked throughout this Agreement for your convenience. The following four parts of the Terms of Service are called “Relationship Agreements”:

(1) Independent Contractor Services Agreement;

(2) Fixed Price Escrow Instructions;

(3) Hourly and Miscellaneous Payment Agreement with Escrow Instructions; and

(4) Payroll Services Agreement. Different Relationship Agreements apply to a Member Contract, depending on which type of relationship and compensation Client and choose, as follows: Independent

  1. Contractor Relationships

If a Client and a enter into an independent contractor relationship, then the Independent Contractor Services Agreement applies. In addition, Client and in an independent contractor relationship must choose either fixed price or hourly compensation, and that choice determines the agreement that governs their payment mechanism as follows: Fixed Price Engagements. If Client and enter into an independent contractor relationship and choose fixed price compensation, then Client and agree that they will be bound by, and EEC will follow, the Fixed Price Escrow Instructions. Hourly Engagements and/or Miscellaneous Payments. If Client enter into an independent contractor relationship and choose hourly compensation, and/or, if the Client makes miscellaneous payments to the, then Client and agree that they will be bound by, and EEC will follow, the Hourly and Miscellaneous Payment Agreement with Escrow Instructions. Employment Relationships If a Client and a Clozer enter into an employment relationship, then the Client agree that the Payroll Services Agreement and the Hourly and Miscellaneous Payment Agreement with Escrow Instructions both apply. Mandatory Terms A Member Contract may modify only certain provisions of the Terms of Service as follows: Independent Contractor Services Agreement A Member Contract may modify the Independent Contractor Services Agreement to the extent any Client and Clozer agree to contrary Engagement terms or contractual provisions and record their agreement on the Site in accordance with the Terms of Service. Refund and Cancellation Policy; Dispute Resolution Policies A Member Contract may modify the Refund and Cancellation Policy and the Dispute Resolution Policies referenced therein to the extent a Private Talent Cloud Client and Clozer agree to contrary Engagement terms or other contractual provisions and record their agreement on the Site in accordance with the Terms of Service. Except as expressly permitted in the foregoing provisions of this subsection titled “Mandatory Terms,” all other provisions of the Terms of Service may not be modified and are called “Mandatory Terms.” Any purported modification to the Mandatory Terms will be null and void. Order of Precedence If there are any conflicts in the various terms of the Member Contract, those conflicts will be resolved in the order of precedence stated in: (1) the Independent Contractor Services Agreement for an independent contractor relationship; or (2) the Payroll Services Agreement for an employment relationship.

  1. Relationship with Clozer

Not a Party to Engagements Clozer is not a party to the dealings between Client and Clozer, posts, proposals, screening selection contracting, provision of Clozer Services, and payment for an Engagement. Clozer does not introduce Clozer to Clients or help Clozer find Engagements. Clozer merely makes the Site Services available to enable Clozerrs to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Clozer for themselves. Clozer may sort Engagement proposals to enable Clients to more easily navigate and choose which to contact. Clozer does not direct, has no control over, makes no representations, and does not guarantee the quality, safety, or legality of Clozer Services; the truth or accuracy of Engagement listings; the qualifications, background, or identities of Members; the ability of Clozer to deliver Services; the ability of Clients to pay for Clozer Services; or that a Client or Clozer can or will complete a transaction. Clozer is not required to and may not verify any information given to us by or Clients, nor does Clozer perform background checks on Clozer or Clients.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT CLOZER MAY PROVIDE INFORMATION ABOUT A CLOZER OR CLIENT, SUCH AS A STRENGTH OR RISK SCORE, GEOGRAPHICAL LOCATION, OR VERIFICATION OF IDENTITY OR CREDENTIALS. HOWEVER, SUCH INFORMATION IS BASED SOLELY ON DATA THAT CLOZER OR CLIENT SUBMITS TO CLOZER, AND CLOZER PROVIDES SUCH INFORMATION SOLELY FOR THE CONVENIENCE OF MEMBERS AND IS NOT AN INTRODUCTION, ENDORSEMENT, OR RECOMMENDATION BY CLOZER.

Third-Party Beneficiary of Member Contract Client and Clozer appoints Clozer as a third-party beneficiary of their Member Contract for purposes of enforcing any obligations owed to, and any benefits conferred on, Clozer by the Member Contract. Client and Clozer further agree that Clozer has the right to take such actions with respect to their Accounts, without limitation, suspension, closure, or legal actions, as Clozer, in our sole discretion, deems necessary to enforce our rights as a third-party beneficiary under the Member Contract. No Agency, Partnership, or Joint Venture This Agreement and any registration for or use of the Site will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between you and Clozer, except and solely to the extent expressly stated in the Terms of Service. Records of Compliance Client and Clozer will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement and any Member Contract, Ltdluding, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to Clozer upon request. Nothing in this subsection will be construed as requiring Clozer to supervise or monitor Clozer Services or a Member’s compliance with this Agreement, the other Terms of Service, or a Member Contract.

  1. Fees Payable

No fees shall be incurred by the client until the sales professional closes the deal. The deal is defined as closed when the client the sales professional has been interacting with requests an invoice and either verbally or in written form consents to buy from the seller the sales professional is representing.

When a Client pays a Sales Professional funds related to an Engagement are otherwise released to a Clozer as required by the applicable Escrow Instructions, credits the Sales Professionals Escrow Account and then deducts a Service Fee that Clozer earns and Cloze agrees to pay Clozer for creating, hosting, maintaining, and providing the Site Services.

The Service Fee is described here.

No Fee for Introducing or For Finding Engagements Clozer does not introduce Clients to Clozer and does not help Clozer find Engagements. Clozer merely makes the Site Services available to enable Clozer to do so themselves. Therefore, Clozer does not charge a fee when a Clozer finds a suitable Client or finds an Engagement. However, Client and a Clozer are obligated to use the Site to pay and receive payment for the Clozer Services if they identified each other through the Site, as detailed in section 5 titled “Non-Circumvention” below. Membership Fee Clozer may subscribe to different levels of participation and privileges on the Site by payment of subscription fees as described here and subject to the Clozer Memberships, Proposals & Fulfillment Policy. Other Fees Clozer may offer additional features, such as featured posts or verification features, for additional fees. Such features and fees are described in detail here. EEC may also charge Escrow Fees as described in the Account Agreement and to the extent permitted by applicable law. 5. Non-Circumvention You acknowledge and agree that a substantial portion of the compensation Clozer receives for making the Site available to you is the Service Fee described in the subsection titled “Service Fee” in section 4 above.

You further acknowledge and agree that Clozer only collects this Service Fee when a Client and a Clozer pay and receive payment through the Site. Therefore, in consideration for our making the Site available to you, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for any services directly or indirectly provided to or received from that party or arising out of your relationship with that party (the “Clozer Relationship”). You may opt-out of this obligation only if Client, prospective Client, or Clozer pays Clozer an “Opt-Out Fee” computed to be the greater of the following amounts: 1. $2,500; or 2. 15% of the cost to the Client or prospective Client of the services to be provided in the Clozer Relationship during the Non-Circumvention Period, as estimated in good faith by the Client or prospective Client; or 3. all Service Fees that would be earned by Clozer from the Clozer Relationship during the Non Circumvention Period, computed based on the annualized amount earned by Clozer from Client during the most recent normalized 8-week period or during such shorter period as data is available to Clozer; and, in any case, plus interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client or prospective Client first makes payment to the subject Clozer until the date the Opt-Out Fee is paid. To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@Clozer.com. in addition, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not: • Submit proposals or solicit parties identified through the Site to contact, engage, or pay outside the Site. • Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.

Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client (or prospective Client) and Free Clozer. You agree to notify Clozer immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a report to Clozer by sending an email message to policy@Clozer.com, which report will be kept confidential to the extent practicable. 6. Site License Subject to and conditioned on your compliance with this Agreement, the other Terms of Service, and the other Site Policies, Clozer grants you a limited license to access and, if you are a Member, to use the Site for the purpose of ordering and receiving the Site Services available and authorized from the Site. You must not access or use the Site or Site Services for any reasons that are in competition with Clozer. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site in any way for any public or commercial purpose without prior written consent of Clozer or the rights holder. You must not use any content of the Site on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site except as permitted in writing by Clozer. You must not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by applicable law. The Site and any portion of the Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Clozer. Clozer and our licensors retain all of their respective right, title, and interest in and to all patent rights, inventions, copyrights, knowhow, and trade secrets relating to the Site. Clozer’s logos and name are trademarks of Clozer and are subject to our Mark Use Guidelines. All other product names, company names, marks, logos, and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Clozer’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

User Content License

When you post User Content on the Site, you represent and warrant that you have the right, power, and authority to post that content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Clozer may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment. You retain all your ownership rights in any User Content you post on Clozer. You also grant to Clozer and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and Clozer’s (and our successors’ and Affiliates’) business, Ltdluding, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display, and perform such User Content, only to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service. Notwithstanding the foregoing paragraph, Clozer will only use or disclose User Content you post to any Workroom or other non-public area of the Site to the extent necessary to provide Site Services to you. The above licenses granted by you will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Clozer and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display, distribute, or perform, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law. You may submit comments or ideas about the Site, without limitation, about how to improve the Site or our products (collectively, “Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Clozer under any fiduciary or other obligation, that the Ideas do not contain the confidential or proprietary information of third parties, and that we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission of any Idea, Clozer does not waive any rights to use similar or related ideas known or developed by Clozer or obtained from sources other than you. 8. Unauthorized Access and Use; Site Interference; Malicious Software The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audio visual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Clozer and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, , without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products, or services. Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, aesthetic disruptions or distortions, the operation of, or to allow you or any other person to access, or damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations of or on, the Site or any other software, firmware, hardware, computer system, or network of Clozer or any third party. Further information regarding other prohibited conduct can be found in the Site Usage Policy. 9. Third-Party Content Directory of Clozer The Site contains a directory of Clozerrs. The directory is populated with information from third-party sources, from Clozer themselves, and from other Members. Clozer provides this directory as a convenience and does not confirm or verify the information contained in it. Third-Party Verification The Site makes available various services provided by third parties to verify a Member’s credentials, provide testing services, and provide information. Any information or content expressed or made available by these third parties or any other Members is that of the respective author(s) or distributor(s) and not of Clozer. Clozer neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than authorized Clozer employees acting in their official capacities. Links and Applications The Site may contain links to Third-Party Sites. The Site may also contain applications that allow you to access Third-Party Sites via the Site. Such Third-Party Sites are owned and operated by the third parties and/or their licensors. Your access and use of Third-Party Sites, online communication services such as chat, email, and calls, will be governed by the terms and policies of the applicable Third-Party Sites. You acknowledge and agree that Clozer is not responsible or liable for: (i) the availability or accuracy of Third-Party Sites; or (ii) the content, advertising, or products on or available from Third-Party Sites. You are responsible for deciding if you want to access a Third-Party Site by clicking on a link or installing an application. The Ltdlusion of any link or application on the Site does not imply that we endorse the linked Third-Party Site or application. You use the links and these services at your own risk and agree that your use of an application via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

  1. Certain Disclaimers, Limitations, and Exclusions

You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Clozer’s part to store, backup, retain, or grant access to any information or data for any period. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk. Clozer is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, Ltdluding, but not limited to: • your use of or your inability to use the Site or Site Services; • delays or disruptions in the Site or Site Services; • viruses or other malicious software obtained by accessing, or linking to, the Site or Site Services; • glitches, bugs, errors, or inaccuracies of any kind in the Site or Site Services; • damage to your hardware device from the use of the Site or Site Services; • the content, actions, or inactions of third parties’ use of the Site or Site Services; • a suspension or other action taken with respect to your account; • your reliance on the quality, accuracy, or reliability of Engagement postings, Clozerprofiles, ratings, recommendations, and feedback (their content, order, and display), or metrics found on, used on, or made available through the Site; or • your need to modify practices, content, or behavior or your loss of or inability to do business as a result of changes to the Terms of Service.

  1. Warranty Disclaimer

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE, OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE DISCLAIM ALL AND MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY, OR RELIABILITY OF ANY THIRD-PARTY, THE CLOZER SERVICES, OR THE ACCURACY OF THE POSTINGS MADE ON THE SITE BY ANY THIRD-PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 12. Limitation of Liability IN THE EVENT OF A DISPUTE BETWEEN YOU AND CLOZER AND/OR AN AFFILIATE, NEITHER YOU NOR CLOZER, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, LTDIDENTAL, OR PUNITIVE DAMAGES, LTDLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF LIABILITY IS FOUND, THE LIABILITY OF CLOZER, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY CLOZER WITH RESPECT TO MEMBER CONTRACTS OF WHICH USER WAS A PARTY AS A CLIENT OR CLOZERDURING THE TWELVE-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR WHETHER IN CONTRACT, TORT (NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LTDIDENTAL AND CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

  1. Release

In addition to the recognition that Clozer is not a party to any contract between Client and Clozer, you hereby release Clozer, our Affiliates, and our respective officers, directors, employees, attorneys, agents, subsidiaries, joint ventures, and our and their respective successors and assigns from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another Member, whether it be at law or in equity. This release for example and without limitation, any disputes regarding the provision, functions, and quality of the Clozer Services provided to Client by a Clozer and requests for refunds based upon Disputes. Procedures regarding the handling of certain Disputes between Members are discussed below in section

This release will not apply to a claim that Clozer failed to meet our obligations under this Agreement and the other Terms of Service.

  1. Indemnity

You agree to defend, hold harmless, and indemnify Clozer, our Affiliates, our and their respective officers, directors, employees, attorneys, agents, joint ventures, and our and their respective successors and assigns (each such party an “Indemnified Party”) from and against any and all losses, costs, expenses, damages, and other liabilities (reasonable attorneys’ fees and costs) by an Indemnified Party arising from or related to any cause of action, claim, suit, proceeding, demand, or action brought by a third-party against an Indemnified Party in connection with your use of the Site Services, Ltdluding: (a) any payment obligations Ltdurred through use of the Site Services; (b) any allegation of any infringement, misappropriation, or other violation of any Intellectual Property Rights by you or your agents, by any Work Product provided by you or your agents; (c) your: (i) use of the Site; (ii) decision to supply credit or other information via the Site, financial information; (iii) decision to submit postings and accept offers from other Members; (iv) breach of any provision of this Agreement or the other Terms of Service; (v) dispute of or failure to pay any invoice or make any other payment; (vi) obligations to a FreClozerr, payment obligations; (d) any breach of contract or other claims made by Members with which you conducted business through the Site; (e) any liability arising from the tax treatment of payments made or receive through the Site Services or any portion thereof; (f) anything which the Indemnified Party may do or refrain from doing in connection with this Agreement and the Terms of Service, Ltdluding, but not limited to, all costs Ltdurred in conjunction with any interpleader which EEC may enter into regarding an Escrow Account; or (g) monies deposited under the Account Agreement or for any interest upon any such monies. The foregoing indemnity will Ltdlude, without limitation, such cause of action, claim, suit, proceeding, demand, or action arising out of the negligence of any Indemnified Party; provided that the foregoing indemnification will not extend to the gross negligence or willful misconduct of an Indemnified Party.

  1. Agreement Term

Termination and Suspension This Agreement will become effective upon your first visit to the Site and will remain in effect for the duration of your use of the Site. Unless both you and Clozer agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice, except as otherwise provided below. If you are using Clozer Payroll Services, you must legally terminate your relationship with Client or FreClozerr, as applicable, before terminating this Agreement. In the event you or we properly terminate this Agreement, your right to use the Site is automatically revoked, and we will close your Account; however, upon our election, (i) if you have any open Engagements when you terminate this Agreement you will continue to be bound by this Agreement until all such Engagements have closed on the Site; (ii) Clozer will continue to perform those Clozer Services necessary to complete any open Engagement or related transaction between you and another Member; and (iii) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to Clozer for any Site Services and to any Clozer for any Clozer Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any Member with whom you have entered into a Member Contract, or Clozer from any obligations Ltdurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Upon any termination of a Team Account, Clozer may close any or all related Accounts. Without limiting Clozer’s other remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement or other Terms of Service; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe, in our sole discretion, that your actions may cause legal liability for you, our Members, or Clozer or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. Once your Account is suspended or closed, you must not continue to use the Site under the same Account or a different Account or reregister under a new Account without Clozer’s prior written consent. Without limiting Clozer’s other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Clozer or our Affiliates under this Agreement, you must pay Clozer for all fees owed to Clozer and our Affiliates and reimburse Clozer for all losses and costs (any and all time Ltdurred by employees of Clozer or our Affiliates) and reasonable expenses (attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. Except as otherwise required by applicable law, we will notify you if we suspend or close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Members, both yourself and other Members who have entered into Member Contracts with you. You therefore agree as follows: IF CLOZER DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, CLOZER HAS THE RIGHT, BUT NOT THE OBLIGATION, TO (1) NOTIFY OTHER MEMBERS THAT HAVE ENTERED INTO MEMBER CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (2) PROVIDE THOSE MEMBERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE. When your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable, Clozer will retain this information along with all your previous posts and proposals for a period of one year from the date of closure to give you ample time to institute an appeal of our decision through the process described in the subsection titled “Disputes with Clozer” in section 16 below. If you appeal our decision through that process within one year, Clozer will retain your information until such dispute is resolved. If you fail to appeal our decision within one year, Clozer may delete your information, data, messages, files, and other material you keep on the Site. The following will all survive termination of this Agreement for any reason: (a) those terms of this Agreement that by their nature are intended to survive this Agreement; and (b) the Account Agreement, the applicable Escrow Instructions, the Payroll Services Agreement, the Refund and Cancellation Policy, and the applicable Dispute Resolution Policies. 16. Cancellations, Refunds, and Disputes; Mandatory Binding Arbitration and Class Action/Jury Trial Waiver To cancel an Engagement, issue or request a refund, or initiate a Dispute with a Member (other than a dispute involving feedback), please see the following policies as applicable: the Refund and Cancellation Policy, the Fixed Price Dispute Resolution Policy, or the Hourly Dispute Resolution Policy. For a Dispute involving feedback, you must follow the section titled “Rating and Feedback System” in the Site Usage Policy. For a dispute between you and Clozer or any of our Affiliates, see below. Disputes with Clozer If a dispute arises between you and Clozer or any of our Affiliates, our goal is to resolve the dispute quickly and cost effectively. Accordingly, you, Clozer, and our Affiliates agree that we will resolve any claim or controversy at law or in equity that arises between you and Clozer or our Affiliates out of or relating to this Agreement or the Clozer Services (a “Claim”) in accordance with this section titled “Disputes with Clozer.” Law and Forum for Disputes This Agreement and any Claim, Ltdluding, without limitation, any dispute relating to a Member Contract, will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Clozer located within the United States will be governed by the law of the state in which such Clozer resides or is legally organized. You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.” Informal Dispute Resolution Before serving a demand for arbitration of a Claim, or otherwise seeking injunctive or other equitable relief in a court of law as expressly permitted in this Agreement, you agree to first notify Clozer of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 (the “Notice”) and seek informal resolution of the Claim. The Notice must your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Clozer will have 60 days from the date of our receipt of the Notice to informally resolve the Claim, which, if successful, will avoid the need for further action. Mandatory Binding Arbitration and Class Action/Jury Trial Waiver (Does Not Apply to Clozer Located Outside the United States and Its Territories) This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all Visitors and Members, except Clozer located outside of the United States and its territories. In the unlikely event that Clozer is unable to resolve a Claim within 60 days of our receipt of the Notice, you, Clozer, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com. A. Scope of Arbitration Agreement and Conduct of Arbitration. Arbitration as provided in this Arbitration Provision is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

The contractual relationship with the user and all claims stemming from or related to the contract (e.g. also non-contractual claims) are subject to the laws of the England and Wales. The UN Convention on Contracts for the International Sale of Goods does not apply.

  1. Miscellaneous Terms and Conditions

You are responsible for compliance with applicable foreign, federal, state, and local laws, keeping in mind that access to the contents of the Site may not be permitted under the laws of certain countries. Clozer will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of Clozer. No delay or omission by Clozer in exercising our rights or remedies will impair our rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. You will not transfer, assign, or delegate your rights or obligations (your Account) under this Agreement to anyone without the prior express written consent of Clozer, and any attempt to do so will be null and void. Clozer may assign this Agreement in our sole discretion. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties. If an arbitrator or court of competent jurisdiction deems any provision of this Agreement invalid, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement (except as noted in section 16 above), which will remain in full force and effect. The Site is controlled and operated from our facilities in the United States. Clozer makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States federal, state, and local laws and regulations, Ltdluding, but not limited to, export and import regulations, the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, services or software. You may not use or access the Site if you are (i) a resident of, or legally organized under the laws of, a country or geographic area embargoed by the United States; (ii) subject to United States economic sanctions that prohibit your use of or access to the Site; or (iii) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States. The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law, or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay but in no event longer than 60 days. The English language version of this Agreement will be controlling in all respects and will prevail in case of any with translated versions, if any. The section headings in this Agreement are for ease of reference only and have no binding effect. This Agreement, together with the other Terms of Service and the Site Policies, comprise the entire agreement between you and Clozer with respect to the use of the Site and supersede all prior agreements between you and us, written or oral, regarding the subject matter contained herein and therein as well as any conflicting or terms in any website(s) that link to or are linked from the Site. This Agreement will be displayed in a PDF version and for convenience may be displayed in both PDF and HTML versions. In the event of any Ltdonsistency between such versions, the PDF version will govern. 20. Definitions As used in this Agreement and the other Terms of Service, the following terms have the meanings given below, unless otherwise defined or required in context: “Account” means the Clozer account you open when you register to become a Member and use the Site Services, all Team Accounts added to that Account. “Account Agreement” means the Account agreement that governs your Account, Escrow Accounts, and related Site Services, the Escrow Services, and is part of and Ltdorporates by reference all terms, conditions, rules, policies, and guidelines on the Site, the Escrow Instructions and other Terms of Service. “Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Clozer. “Business Day” means a day on which the headquarters office of Clozer is open for normal business. “Client” means a Member that investigates and purchases Clozer Services or identifies a Clozer through the Site. “Deliverable” means any Work Product (as defined in the Independent Contractor Services Agreement) identified as a deliverable in the Member Contract. “Dispute,” if capitalized, means any dispute between Members where one or the other has the right to submit a Dispute Notice Form via the Site pursuant to the Refund and Cancellation Policy or an applicable Dispute Resolution Policy. The use of the un-capitalized term “dispute” anywhere on the Site refers to any dispute, whether between Members or with Clozer, those where no Member has filed a Dispute Notice Form via the Site. “Dispute Notice” or

  1. Refund and Cancellation Policy

This Refund and Cancellation Policy (this “Policy”) Ltdorporates all terms, conditions, rules, policies, and guidelines on the Site, the other Terms of Service (the “Terms of Service”). Capitalized terms not defined in this Policy are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. Your use of the Site after the effective date will signify your acceptance of and agreement to this Policy. To the extent permitted by applicable law, we may modify this Policy without prior notice to you, and any revisions to this Policy will take effect when posted on the Site, unless otherwise stated in the revised Policy. Please check the Site often for updates. 1. Introduction To cancel an Engagement or request a refund, you must first submit the Engagement Cancellation Form or the Refund Request Form available in the Workroom. The other party to the Engagement will then have five days (the “Approval Period”) to either approve your request or submit the Dispute Notice Form available in the Workroom. You must then follow the applicable process described below. 2. Engagement Cancellation Form If you submit an Engagement Cancellation Form, the following process will apply: a) If the other party approves your request, then the Engagement is cancelled. b) If the other party submits a Dispute Notice Form during the Approval Period, then you are required to use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type. c) If the other party fails to submit Dispute Notice Form during the Approval Period, then the Engagement will be cancelled and: (i) if the Engagement is a Fixed Price Engagement, funds will be released from the Fixed Price Escrow Account and returned to the applicable Client Escrow Account to the extent of any funded balance and subject to the terms and conditions of the other Terms of Service; (ii) for any remaining balance, and for Hourly Engagements, you are required to use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type; and (iii) Clozer may suspend or cancel the other party’s Account. 3. Refund Request Form Clozer If a Clozer submits a Refund Request Form, the request is deemed approved and Clozer will be deemed to have issued the applicable Refund Escrow Instructions below. Client If a Client submits a Refund Request Form, then the following process will apply: a) If Clozer approves Client’s request for all or part of the requested amount, then Clozer will have issued the applicable Refund Escrow Instruction below. For any unapproved refund balance, Client must use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type. b) If Clozer submits a Dispute Notice Form during the Approval Period, then Clozer and Client are required to follow the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type. c) If Clozer fails to submit a Dispute Notice Form during the Approval Period, then: (i) the request is deemed approved and Clozer will be deemed to have issued the applicable Refund Escrow Instruction below; (ii) for any remaining balance, and for Hourly Engagements, you are required to use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type; and (iii) Clozer may suspend or cancel the other party’s Account. Previously Paid Engagements Refunds to a Client of amounts previously released to a Clozer are subject to the availability of funds in the applicable Escrow Account. EEC will not remove funds from a Clozer Escrow Account without authorization and instructions from the Clozer. Processing refunds in this case might take up to 10 days. 4. Refund Escrow Instructions By submitting a Refund Request Form or approving a Client’s refund request in whole or in part, Clozer irrevocably authorizes and instructs EEC as follows: a. If the refund request relates to a Fixed Price Engagement and sufficient funds remain in the Fixed Price Escrow Account to cover the amount of the refund requested or approved by Clozer, EEC will release the corresponding amount from the Fixed Price Escrow Account and deposit it in the Client Escrow Account. b. If the refund request relates to a Fixed Price Engagement and there are insufficient funds remaining in the Fixed Price Escrow Account to cover the amount of the refund requested or approved by Clozer, then EEC will release to Client (i) the amount remaining in the Fixed Price Escrow Account; and (ii) the amount of the remaining balance of the refund from the Clozer Escrow Account. If there are insufficient funds available in the Clozer Escrow Account to cover the full balance of the refund request, EEC will only release from the Clozer Escrow Account and deposit into the Client Escrow Account the available funds. c. If the refund request relates to an Hourly Engagement or miscellaneous invoice, then EEC will release the corresponding amount from the Clozer Escrow Account and deposit it in the Client Escrow Account. If there are insufficient funds available in the Clozer Escrow Account to cover the full amount of the refund request, EEC will only release from the Clozer Escrow Account and deposit into the Client Escrow Account the available funds. 5. Other Types of Disputes If you have a complaint involving feedback, you must follow the section titled “Feedback” in section 7 of the Site Usage Policy. If you have entered the Payroll Services Agreement for your Engagement, this Policy does not apply. For a dispute with Clozer, you must follow the section titled “Disputes with Clozer” in section 16 of the User Agreement. 6. Contacting Us If you wish to report a violation of the Terms of Service, have any questions, or need assistance, please contact Customer Support at: Web Support: http://www.Clozer.com/service Email: support@Clozer.com Phone: 1-877-4-CLOZER (1-877-435-2623) (Monday 12:01 a.m. through Friday 12:00 a.m. Midnight Pacific Time) Online Help Topics: http://www.Clozer.com/help

GENERAL TERMS

  1. Provider

GoClozer.com is an online service provided by Clozer.

  1. Description of the service
    1. Following successful registration, through Clozer (hereinafter also referred to as the “Service”) users can connect with deals and sales professionals to close deals.
    2. Clozer provides these users with the possibility of creating their own deals (see section 5) to promote their content and virally distributing them through various social networks (e.g. Twitter, Facebook) so as to draw attention to their content. The user can provide third parties (“deal participants”) with its product free of charge through Clozer and receive as a counter performance a post by the third party concerning that product. Friends and followers of the deal participant will read the post and may then also share it.
  2. Registration
    1. In order to use Clozer it is necessary for the user to register. Registration is carried out exclusively online. Any natural or legal person or partnership can register as a user. Natural persons must be of full age. If the registering person works for a company, he/she gives his/her assurance that he/she has been granted sufficient authorisation by the company. The registering person shall provide proof of the authorisation to CLOZER at its request.
    2. The user is obliged to provide complete and accurate information during the registration process and/or immediately appropriately update the recorded data later in the event of changes (e.g. in the event of a change in its (company) name or contact details). If the user fails to fulfil these obligations, CLOZER shall have the right to refuse the registration or prohibit further use and terminate the contract by way of extraordinary termination.
    3. For the registration, the user must enter its full given name and surname and a valid e mail address. When booking paid versions (see section 5) it must also enter its address and a password selected by it. For security reasons, the password should consist of at least eight characters and contain both letters, numbers and special characters. It is recommended that the user change its password at regular intervals.Before submitting the registration, the user can change or view its data at any time. However, the registration can only be submitted and transmitted if the user accepts these contractual terms and conditions and our privacy notice by clicking on “I have read the Terms of service and accept them.
    1. By completing the registration process, the user submits an offer for the conclusion of a contract on the use of the Service. After successful registration, CLOZER will send the user confirmation e-mail. The purpose of the e-mail is to prevent misuse and it does not constitute acceptance of the user’s offer. CLOZER can accept the user’s offer through the provision of the Service. Only through that acceptance the contract between the user and CLOZER on the use of the Service becomes effective. CLOZER can refuse registration at any time without giving reasons and is not obliged to conclude a contract. CLOZER also reserves the right to refuse the user registration if it has previously breached these terms and conditions, and particularly following termination in accordance with section 16.3.
    2. The registration can also be carried out directly as part of the creation of a deal. The confirmation e-mail will then contain a temporary password with which the user can log in in combination with the e-mail address specified by it. For security reasons, after the first log in the user should replace the temporary password with a password selected by it. Besides the above provisions apply accordingly.
    3. Registered users are authorized to only use the Service for their own benefit, i.e. in particular to only market own content for their own purposes with deals. For example, a service provider (e.g. advertising company) being a registered user is not allowed to create and run deals for the benefit of its customers or business partners. These limitations do not apply if and to the extent CLOZER gave its prior written consent for such a use of the Service. CLOZER has the right to interrupt the execution of deals (also temporarily) if it has sufficient grounds for suspecting a breach of the abovementioned prohibition to use the Service for the benefit of a third party. CLOZER shall immediately notify the user of any such interruption and give it the opportunity to demonstrate the lawfulness of the deal and, if necessary, provide sufficient evidence to that effect if doubts continue to exist. Any further rights of CLOZER, in particular according to section 16.3, remain unaffected.
  1. Submitting a Deal
    1. As a first step, the user can create a sales professional profile and or a company profile. To do this, it must provide the following information:
      1. Name, work history, email
      2. Deal details
      3. product URL (URL for the file, website etc. that the user wants to provide in return for a third party’s post);
    2. After successfully creating the Clozer deal, the user can integrate it into its website, e-mails or other services. Deal participants can then access the offered content if they submit a post on the content in return.
    3. The user is responsible itself for the presentation and marketing of its content. In particular, CLOZER cannot guarantee any positive outcome of deals, such as a certain number of posts or other parameters. CLOZER can provide no guarantee for the permanent availability of all the social networks available to choose from.
    4. There is no protection against competitors, i.e. the user cannot demand that another user which offers the same or similar content not be permitted to use the Service or only be permitted to use it to a limited extent.
    5. The user warrants that it holds the rights to all the content made available through the Service that are necessary for the performance of the contract. This particularly applies to any necessary agreements with collecting societies (e.g. GEMA). The user also warrants that its content does not contain any content such as referred to in section 8.2. The user warrants that if, in provided products or content, content of third parties is also advertised or referred to over which the user has no influence, it has effectively contractually obligated the third parties to comply with the above-mentioned standards. Otherwise, the user shall have to accept responsibility for that content with respect to CLOZER.
    6. Section 4.5 applies accordingly with regard to the Internet or online presence of the user or the Internet or online presence of third parties to which its provided content refers or to which it leads, e.g. via a hyperlink.
    7. CLOZER has no obligation to review the content of the user or third parties or content which is referred to. This particularly applies to its legal permissibility and correctness.
    8. The user must immediately report any legal infringements of which it is notified by e mail to info@goClozer.com
    9. CLOZER can refuse to carry out a deal if, in its justified opinion, it violates applicable laws, applicable case-law, official or court orders, a cease-and-desist declaration made by CLOZER or rights of third parties or if publication is unreasonable for CLOZER due to the content or origin or for technical reasons.
    10. CLOZER has the right to interrupt the execution of deals (also temporarily) if it has a justified suspicion that the conditions set out in section 4.9 above are fulfilled, particularly in the event that a third party asserts a claim regarding an infringement of its rights which is not obviously unjustified, for example if a warning has already been issued in a similar case or if investigations are initiated by governmental authorities. The same applies in the event that the user subsequently makes changes to the content provided by it which lead or may lead to a violation under section 4.9. CLOZER shall immediately notify the user of any such interruption and give it the opportunity to demonstrate the lawfulness of the deal and, if necessary, provide sufficient evidence to that effect if doubts continue to exist.
    11. If a deal is rejected or interrupted in accordance with the above paragraphs, if the user has booked paid services it shall nevertheless have to pay the agreed remuneration, unless:
      1. it is not responsible for the rejection or interruption of the deal;
      2. in the event of a rejection or interruption the user can provide sufficient proof that the deal being the subject of the complaint was lawful and there were therefore no grounds for the rejection or interruption by CLOZER.
  1. Duration of deals
    1. The duration of the deals will initially be based on the information provided by the user when it creates the deal (effective/expiry date of the button, see section 4.1). If the user has not specified a duration, the deal will run until the user stops or deletes it.
    2. If an upgrade expires, the deals will initially also continue to run in the basic functions of the free version. If the user then has more than the maximum number of active deals envisaged in the free version, it will be able to pause active deals but not re-activate them as long as the maximum number of active deals is reached or exceeded.
    3.  CLOZER has the right to discontinue deals in the free version without a notification, i.e. also in the situation referred to in section 6.2, after six months have elapsed from the creation of the deal.
  1. Payment terms
    1. The prices for paid versions of the Service are specified exclusively in Pounds Sterling (GBP) and will be settled in GBP through the provided payment systems (see section 7.2), where applicable at the conversion/exchange rate specified therein. CLOZER has no influence on the respective conversion rate.

All prices specified on the Clozer website should be understood as being exclusive of the currently applicable statutory VAT, unless specified otherwise.

    1. The user can only make payments through the payment systems provided by Clozer (e.g. PayPal). It must comply at its own responsibility with the current contractual terms and conditions of use of the payment service provider.
    2. Payment for paid versions (see section 5) shall be due in advance immediately after their provision or the receipt of the booking confirmation, regardless of the respective duration.
  1. User’s obligations
    1. The user shall be obliged to keep its registration data, particularly the password, strictly confidential and refrain from making it available to any third parties.

If there is a suspicion or if it is known that a third party has accessed the registration data, CLOZER must be immediately notified to that effect by e-mail at info@goClozer.com. If the access data of another user is accessed, it is prohibited to log in with that registration data even if that user gives its permission.

The user shall be liable for all negligent caused damages which arise due to misuse of its registration data up to the time when CLOZER is notified.

    1. It is strictly prohibited to publish or send content which violates applicable laws or enables or promotes legal infringements using the services of Clozer.

In particular, it is strictly prohibited to:

      1. set up links to third-party websites/URLs without authorisation;
      2. offer or upload content which infringes third-party rights, particularly copyrights and personal rights, or disparaging or offensive statements;
      3. offer or upload content where that content or its provision violate the provisions of the UK Act on Unfair Competition (Gesetz gegen den unlauteren Wettbewerb);
      4. offer or upload content which glorifies violence, is sexist, pornographic or Nazi-related, endangers young people or is otherwise unlawful;
      5. send spam;
      6. upload or send data which could cause damages to CLOZER or third parties (e.g. viruses, Trojan horses); or
      7. offer or upload content which promotes commercial or financial interests other than those contractually described or the interests of a third party.
    1. The user is solely responsible for advertising measures using the Service. It warrants that in its use of the Service it will comply with all statutory requirements, particularly those of data protection law and competition law, as well as contractual requirements.

This Ltdludes the obligation to leave the notice in the Tweet text indicating that the Tweet is an advertisement or ensure that this is sufficiently indicated (see section 4.1). The user undertakes to also indicate this to the deal participants in an appropriate manner.

    1. Through the use of appropriate protective programmes based on the state of the art of technology, the user shall ensure that the content transmitted or provided by it is free of malicious code, such as viruses or Trojan horses.
    2. The user is responsible itself for backing up its data.
    3. The user is obliged to properly indicate the provider of its Internet or online presence (site legal notice.
    4. The user must check at its own responsibility whether it must comply, due to or as a result of the use of the Service, with any laws, regulations or other provisions of a state or country which are applicable to it and ensure that it complies with such provisions.
    5. At its own responsibility, the user must comply with the current contractual terms and conditions and requirements of the social networks selected by it in connection with the Service.
  1. Indemnification
    1. The user warrants that all measures and content that fall within the scope of its duties and responsibilities in connection with the use of the Service, particularly content of third parties, does not violate any applicable laws, particularly third-party rights.
    2. If, in this context, claims are nevertheless asserted against CLOZER, the user shall indemnify CLOZER against all third-party claims. The user shall also compensate CLOZER for any damages or expenses Ltdurred in this context. This particularly applies to compensation for the costs of a defence against the asserted claim (e.g. court costs and lawyer’s fees). The above-mentioned indemnification obligation particularly applies to violations of sections 4.5 and 4.6 (sufficient rights), 8.2 (lawful content), 8.3 (legal and contractual requirements), 8.4 (malicious code) and 8.7 (mandatory requirements of other legal systems).
    3. CLOZER shall inform the user of any assertion of such claims. The user shall support CLOZER in defending against these claims to the best of its ability. If the user fails to fulfil this obligation within a reasonable time limit to be set by CLOZER, CLOZER shall have the right to deal with the attack by the third party according to its own reasonable discretion, taking into account the circumstances and legal situation faced by it. The costs for the defence against the claims shall be borne by the user, in the event that it subsequently transpires that the settlement of the matter is unfavourable as a result of information not provided by the user.
  2. Rights of use
    1. The user acknowledges that both the website and the content of Clozer or third parties presented and accessible on it are protected by rights for the protection of intellectual property (industrial property rights), particularly copyrights. The user does not have the right to use content of Clozer or third parties made available within the framework of the website or, in particular, presented on the website over and above the objective of the contract, in particular to copy it, entirely or partially, store it or process it and/or pass it on, unless this is done with the explicit prior written permission of CLOZER.
    2. In particular, without the prior written consent of CLOZER the user is not permitted:
      1. to integrate or otherwise present the website and/or the Service or parts thereof (particularly content such as graphics or photographs) into/in its own or third-party Internet services through linking or framing;
      2. to integrate or otherwise present the website and/or the Service or parts thereof (particularly content such as graphics or photographs) into/in its own or third-party Internet services through linking or framing;
      3. to offer services on the Internet for a fee or free of charge which relate to the website and/or the Service and which could create the false impression that the through them the user will receive benefits or that the service is provided with the consent of or in cooperation with CLOZER and/or Clozer.
    3. The user transfers to CLOZER, with regard to all the content provided by it, the usage and exploitation rights necessary for the performance of the contract in terms of territory, time and content. This granting of rights covers, in particular, the rights of reproduction, distribution, broadcast and storage, the right to enter into databases and keep available for retrieval and the right of CLOZER to make the content publicly available themselves or for third parties commissioned by CLOZER to do so.
    4. CLOZER shall have the right to publish the user or individual content of its deal(s) (e.g. Clozerbutton designs) as a reference on the Clozerweb pages. That right can be revoked by the user with respect to CLOZER by sending an e-mail to info@goClozer.com. CLOZER has the right to use a suitable logo of the user free of charge. It also has the right, in connection with the use of the Service by the user, to refer to itself or Clozeron all information materials and in connection with all measures for the further marketing of the Service, without any claims arising for the user as a result.
    5. After successful registration, the user will be granted a simple, non-transferable right limited to the term of the usage contract to use the website of Clozer and/or the Service for the intended use.
  1. Information concerning the exercise of the right of withdrawal

Right of withdrawal

You have the right to withdraw from this contract within 14 days without giving any reason.

The withdrawal period will expire after 14 days from the day of the conclusion of the contract.

To exercise the right of withdrawal, you must inform us via e-mail address: info@goClozer.com) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not Ltdur any fees as a result of such reimbursement.

If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated us your withdrawal from this contract, in comparison with the full coverage of the contract.

– End of information concerning the exercise of the right of withdrawal –

No cancellation right:
The cancellation right does not exist if, when concluding the legal transaction, you are acting in performance of your commercial or independent professional activities and are therefore to be considered an entrepreneur (§ 14 BGB).

  1. Information on data processing
    1. Without the user’s consent, CLOZER will not use the user’s data for the purposes of advertising, marketing research or opinion polling.
    2. For further information on data collection, processing and use please see the privacy notice, which is available at Privacy Policy.
  2. Liability
    1. CLOZER is not obliged to review the content and information provided by the user for its legal permissibility or correctness. The users are exclusively liable for that information.
    2. CLOZER is not liable for the content of third-party websites, for damages or other disruptions resulting from errors or Ltdompatibility of the Service with the software or hardware of the user or for disruptions or damage resulting from the non-availability or Ltdorrect functioning of the Internet. CLOZER is also not liable for any disruptions or damage suffered by the user in connection with the distribution of the content through the social networks.
    3. In other respects CLOZER shall only be liable for compensation for damages, irrespective of the legal basis, in the event of wilful misconduct, gross negligence or breaches of key contractual obligations due to minor negligence. Key contractual obligations are obligations whose fulfilment is necessary to achieve the objective of the contract.
    4. In the event of a breach of key contractual obligations due to minor negligence, CLOZER’ liability shall be limited to compensation for the foreseeable damages typical for the contract. In particular, indirect damages will not be compensated for.
    5. The above limitations of liability do not apply to culpably caused damages resulting from an injury to life, the body or health.
    6. If links to third-party websites are provided on the web pages of Clozer, no liability will be accepted for their content. CLOZER has no influence on the content of those sites and does not adopt it as its own.
  3. Availability of the Service

CLOZER endeavours to continually develop and improve the Service. In connection with that further development or when maintenance work is being carried out, for limited periods of time downtime may occur for individual or all the systems of Clozer and/or the Service. The availability of Clozer and/or the Service may also be restricted or interrupted by events outside CLOZER’ sphere of influence. CLOZER reserves the right to temporarily restrict access to Clozer and/or the Service at any time, if it is necessary for the correct functioning or security of the systems or to carry out technical measures.

  1. Amendments to the T&C
    1. CLOZER reserves the right to amend these T&C from time to time without giving reasons, unless the change is unreasonable for the user. This would be the case, for example, if the change is related to an already booked paid service and the change would have detrimental effects for the user.
    2. CLOZER shall notify the users of the changes in good time. These changes will be deemed to have been approved if the user fails to object to them in writing within six weeks from the receipt of the change notification (e.g. by e-mail). In the change notification CLOZER will explicitly point out the right of objection and the consequence of failing to object.
    3. Notwithstanding sections 15.1 and 15.2, CLOZER may amend these T&C:
      1. if the change is only advantageous for the user;
      2. if the change is purely technical or is attributable to a system process, unless it has significant consequences for the user;
      3. if CLOZER is obliged to make a change due to mandatory legal requirements, for example in the event of a change in the applicable legal situation;
      4. if CLOZER introduces additional services, unless the existing usage contract will be changed to the user’s detriment as a result.

CLOZER shall inform the users of such amendments to its T&C in an appropriate form (e.g. information on the Clozer website).

  1. Duration of the use of the Service / termination
    1. The usage contract between the user and CLOZER on the use of the Service in the free version has an indefinite term. It can be informally terminated by either Party at any time without giving reasons and without notice.
    2. Paid versions have the term specified in the respective offer (e.g. three months / six months).
    3. The right of extraordinary termination of both parties remains unaffected. In particular, CLOZER shall have a right of extraordinary termination if:
      1. despite a previous reminder and the setting of a reasonable time limit the user continues to default on due payment claims; or
      2. the user violates one of its obligations under sections 3.6 (prohibition to use the Service for the benefit of a third party ), 8.2 (lawful content), 8.3 (legal and contractual requirements) or 8.4 (malicious code). In such a situation, the user shall not have the right to re-register.

If one of the parties terminates the contract by way of extraordinary termination, the performances already rendered by CLOZER must be paid for on a pro rata basis up to the moment of termination, and at least at the price of the basic term for booked paid services, if the user is responsible for the termination. We explicitly reserve the right to assert further claims.

    1. After the end of the contract, the user shall be obliged to immediately and finally remove from its Internet or online presence all the functions and content provided through the Service (e.g. buttons).
  1. Final provisions
    1. By registering, the user declares that it has read these T&C and the Privacy Policy, and agrees to their applicability.
    2. Any additional arrangements or amendments or additions to the contractual relationship must be in writing. This also applies to any waiver of this requirement of written form.
    3. The contractual relationship with the user and all claims stemming from or related to the contract (e.g. also non-contractual claims) are subject to the laws of the England and Wales. The UN Convention on Contracts for the International Sale of Goods does not apply.
    4. If the user is a merchant, a legal person under public law or a public special fund, the place of jurisdiction for all disputes between it and CLOZER stemming from the contractual relationship is the location of CLOZER’ registered office.
    5. The place of performance is the location of CLOZER’ registered office.
    6. In the event of a contradiction between different language versions of these T&C and with regard to interpretation issues, the UK version shall be decisive.
    7. These T&C apply exclusively. Differing, contradictory or supplementary T&C will only form a part of the contract if and to the extent that CLOZER has explicitly agreed to their applicability in writing

Ambassadors program

Clozer Ltd hereby incorporates by reference all terms, conditions rules, policies, and guidelines on the Site, the Terms of Service (the “Terms of Service”). Capitalized terms not defined in this Agreement are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. Your use of the Site after the effective date will signify your acceptance of and agreement to this Referral Program.

Clozer reserves the right to modify or terminate the Referral Program at any time upon 30 days’ notice. 1. Referral Program Terms Clozer will provide each Member (“Referral Participant”) with a referral identifier (“RID”) upon Account registration with Clozer.

Clozer will pay the Referral Participant the specified referral fee upon completion of any Eligible Registration or Eligible Transaction, as such terms are defined below. “Eligible Registration” occurs when a username identified with a Referral Participant’s RID successfully completes Clozer’s Account registration process and Clozer, in our sole discretion, accepts such registration. Account registrations that: (1) are not in good faith, or (2) involve a registrant that has previously registered for an Account with Clozer at any time are NOT Eligible Registrations. “Eligible Transaction” means a bona fide transaction satisfying the requirements set forth on the Referral Program webpages on the Site. The following transactions are NOT Eligible Transactions: (1) any transactions that do not arise from or are not connected with the Referral Participant’s RID; (2) any transactions that involve a Client who previously engaged a Clozer through Clozer; (3) any transactions that arise in connection with a pre-existing relationship between a Client and Clozer; (4) any transactions that arise in connection with a User’s purchase of services for User’s own use or for resale or commercial use of any kind, but not limited to, orders for customers or on behalf of customers or orders for services to be used by User or User’s friends, relatives, or associates in any manner; (5) any transactions that are not a bona fide arm’s length transactions for the purchase of Clozer Services; and (6) any transactions compensated separately under an Clozer affiliate program. Users will be identified and linked to a Referral Participant’s RID if they have accessed the Site via a link tagged with that Referral Participant’s RID. The Referral Participant is solely responsible for ensuring that links to the Site are correctly tagged with the RID Clozer has provided to that Referral Participant. 2. Referral Fees and Payment We will pay a Referral Participant a “Referral Fee” for each Eligible Registration and for each Eligible Transaction. Please refer to the Site for the current Referral Fees. Clozer will track Eligible Registrations and Eligible Transactions and will make available to you reports summarizing such activity. The form, content, and frequency of the reports may vary from time to time in Clozer’s sole discretion. Except as otherwise provided in this Referral Program or on the Site, Clozer will pay you Referral Fees that are owed, less any taxes or other amounts that Clozer is required by law to withhold, within 30 days of each Eligible Registration and immediately upon payment of each Eligible Transaction. Payments will be made directly into your Client Escrow Account or Clozer Escrow Account, as applicable. All amounts will be paid in US dollars. Clozer reserves the right to investigate any suspicious, unprofessional, or inappropriate registration or transactional activity. Clozer also reserves the right to delay payment of any Referral Fees, in our sole discretion, while we conduct an investigation of such activity. If Clozer, in our sole discretion, concludes that a particular registration or transaction was deceptive or did not qualify as an Eligible Registration or Eligible Transaction, respectively, you agree that Clozer will not be obligated to pay any Referral Fees for such registration or transaction. If a service or registration upon which you have already been paid a Referral Fee is later charged back, cancelled within 30 days, breached, repudiated, or rejected by a Client or Clozer after payment and Clozer is forced to remit fees, you irrevocably authorize and instruct EEC to release funds in the amount of the Referral Fee related thereto from your Client Escrow Account or Clozer Escrow Account, as applicable and pay such funds to Clozer. 3. Contacting Us If you wish to report a violation of the Terms of Service, have any questions, or need assistance, please contact Customer Support as follows: Web Support: http://www.Clozer.com/service Email: support@Clozer.com Phone: 1-877-4-CLOZER (1-877-435-2623) (Monday 12:01 a.m. through Friday 12:00 a.m. Midnight Pacific Time) Online Help Topics: http://www.Clozer.com/help

PRIVACY POLICY

 

  1. Provider

CLOZER takes the protection of your personal data very seriously and complies with the applicable data protection regulations. The following declaration provides an overview of how we guarantee this protection and what kind of data is collected for what purpose.

  1. Personal data

Personal data is only collected, processed and used as described below in the course of its use by Clozer. Personal data is any individual information about the personal or material circumstances of a specified or identifiable natural person (excluded: legal entities, such as e.g. a Ltd. or Ltd.). Personal data primarily Ltdludes details such as a person’s name, postal address, e-mail address or professional circumstance.

  1. Collection, processing and use of personal data

When you access GoClozer.com hereinafter collectively referred to as “Websites”), CLOZER will automatically collect information which your browser transmits to us, and save this in its Server Log Files (regardless of whether you are registered with Clozer or not). Namely:

  • referrer URL (last visited website);
  • host name of the computer used to access the website (IP address);
  • time of server request;
  • pages visited within www.goclozer.com
  • name of downloaded files and/or information
  • amount of data transmitted
  • operating system and information about the internet browser of the computer used to access the website;
  • http status code (e.g. “Request successful” or “Requested file not found”).

When you use Clozer functions to post on social networks, CLOZER will also collect and store the following additional data:

  • posted text;
  • link to the post;
  • name of the network used;
  • unique ID of the user making the post on the network used;
  • date of post.

It is irrelevant whether the Clozer functions are used directly via CLOZER’s own Websites, or by Ltdorporating a deal on the customer’s website.

During each posting session on social networks, CLOZER will also collect and store the following data, purely temporarily:

  • access information (so-called tokens) for posts on the selected social network;
  • access information (so-called tokens) for viewing the user’s last posted links on the selected social network;
  • the date the Clozer functions were used.

When you register on Clozer websites, CLOZER will also collect and store the following data:

  • e-mail address;
  • your chosen password (in encrypted form).

When you use chargeable functions on Clozer websites, CLOZER will collect and store the following additional data:

  • billing information (products purchased, prices, date of purchase).

CLOZER will only use this data to enable you to access Clozer’s services, and for the purpose of managing the contractual relationship between you and CLOZER.

All data is stored on servers located within Europe which are properly supervised and monitored by CLOZER.

As a result of the connection to various social networks which is absolutely necessary for the Service, certain data may also be transmitted to countries outside of Europe (EEA), particularly to the USA (for example Facebook, Twitter) and Russia (VKontakte) (see also Point 7)

  1. Payment details

If you use chargeable Service upgrades, your payment details will be forwarded to the relevant payment services provider for processing (e.g. Paypal). These partner companies have their own data protection policies. We encourage you to read these policies thoroughly before using the Service, and check that you agree with them. To enable payments to be processed and invoiced when the upgrades are automatically renewed, partner companies store references to payment details (these are primarily e-mail addresses, status information and so-called tokens as a reference to payments via the partner company). The actual payment details (credit card and bank details) do not pass through CLOZER’s servers and systems.

  1. Cookies

The Websites use so-called cookies in several places. These help make our service more user-friendly, effective and secure, among other things. Cookies are textual information which a website transmits to the cookie file of the browser on your computer hard drive or other end device, so that the website can remember who you are, among other things. A cookie typically contains the name of the domain from which the cookie originates, the co
GENERAL TERMS

  1. Provider

GoClozer.com is an online service provided by Clozer.

  1. Description of the service
    1. Following successful registration, through Clozer (hereinafter also referred to as the “Service”) users can connect with deals and sales professionals to close deals.
    2. Clozer provides these users with the possibility of creating their own deals (see section 5) to promote their content and virally distributing them through various social networks (e.g. Twitter, Facebook) so as to draw attention to their content. The user can provide third parties (“deal participants”) with its product free of charge through Clozer and receive as a counter performance a post by the third party concerning that product. Friends and followers of the deal participant will read the post and may then also share it.
  2. Registration
    1. In order to use Clozer it is necessary for the user to register. Registration is carried out exclusively online. Any natural or legal person or partnership can register as a user. Natural persons must be of full age. If the registering person works for a company, he/she gives his/her assurance that he/she has been granted sufficient authorisation by the company. The registering person shall provide proof of the authorisation to CLOZER at its request.
    2. The user is obliged to provide complete and accurate information during the registration process and/or immediately appropriately update the recorded data later in the event of changes (e.g. in the event of a change in its (company) name or contact details). If the user fails to fulfil these obligations, CLOZER shall have the right to refuse the registration or prohibit further use and terminate the contract by way of extraordinary termination.
    3. For the registration, the user must enter its full given name and surname and a valid e mail address. When booking paid versions (see section 5) it must also enter its address and a password selected by it. For security reasons, the password should consist of at least eight characters and contain both letters, numbers and special characters. It is recommended that the user change its password at regular intervals.Before submitting the registration, the user can change or view its data at any time. However, the registration can only be submitted and transmitted if the user accepts these contractual terms and conditions and our privacy notice by clicking on “I have read the Terms of service and accept them.
    1. By completing the registration process, the user submits an offer for the conclusion of a contract on the use of the Service. After successful registration, CLOZER will send the user confirmation e-mail. The purpose of the e-mail is to prevent misuse and it does not constitute acceptance of the user’s offer. CLOZER can accept the user’s offer through the provision of the Service. Only through that acceptance the contract between the user and CLOZER on the use of the Service becomes effective. CLOZER can refuse registration at any time without giving reasons and is not obliged to conclude a contract. CLOZER also reserves the right to refuse the user registration if it has previously breached these terms and conditions, and particularly following termination in accordance with section 16.3.
    2. The registration can also be carried out directly as part of the creation of a deal. The confirmation e-mail will then contain a temporary password with which the user can log in in combination with the e-mail address specified by it. For security reasons, after the first log in the user should replace the temporary password with a password selected by it. Besides the above provisions apply accordingly.
    3. Registered users are authorized to only use the Service for their own benefit, i.e. in particular to only market own content for their own purposes with deals. For example, a service provider (e.g. advertising company) being a registered user is not allowed to create and run deals for the benefit of its customers or business partners. These limitations do not apply if and to the extent CLOZER gave its prior written consent for such a use of the Service. CLOZER has the right to interrupt the execution of deals (also temporarily) if it has sufficient grounds for suspecting a breach of the abovementioned prohibition to use the Service for the benefit of a third party. CLOZER shall immediately notify the user of any such interruption and give it the opportunity to demonstrate the lawfulness of the deal and, if necessary, provide sufficient evidence to that effect if doubts continue to exist. Any further rights of CLOZER, in particular according to section 16.3, remain unaffected.
  1. Submitting a Deal
    1. As a first step, the user can create a sales professional profile and or a company profile. To do this, it must provide the following information:
      1. Name, work history, email
      2. Deal details
      3. product URL (URL for the file, website etc. that the user wants to provide in return for a third party’s post);
    2. After successfully creating the Clozer deal, the user can integrate it into its website, e-mails or other services. Deal participants can then access the offered content if they submit a post on the content in return.
    3. The user is responsible itself for the presentation and marketing of its content. In particular, CLOZER cannot guarantee any positive outcome of deals, such as a certain number of posts or other parameters. CLOZER can provide no guarantee for the permanent availability of all the social networks available to choose from.
    4. There is no protection against competitors, i.e. the user cannot demand that another user which offers the same or similar content not be permitted to use the Service or only be permitted to use it to a limited extent.
    5. The user warrants that it holds the rights to all the content made available through the Service that are necessary for the performance of the contract. This particularly applies to any necessary agreements with collecting societies (e.g. GEMA). The user also warrants that its content does not contain any content such as referred to in section 8.2. The user warrants that if, in provided products or content, content of third parties is also advertised or referred to over which the user has no influence, it has effectively contractually obligated the third parties to comply with the above-mentioned standards. Otherwise, the user shall have to accept responsibility for that content with respect to CLOZER.
    6. Section 4.5 applies accordingly with regard to the Internet or online presence of the user or the Internet or online presence of third parties to which its provided content refers or to which it leads, e.g. via a hyperlink.
    7. CLOZER has no obligation to review the content of the user or third parties or content which is referred to. This particularly applies to its legal permissibility and correctness.
    8. The user must immediately report any legal infringements of which it is notified by e mail to info@goClozer.com
    9. CLOZER can refuse to carry out a deal if, in its justified opinion, it violates applicable laws, applicable case-law, official or court orders, a cease-and-desist declaration made by CLOZER or rights of third parties or if publication is unreasonable for CLOZER due to the content or origin or for technical reasons.
    10. CLOZER has the right to interrupt the execution of deals (also temporarily) if it has a justified suspicion that the conditions set out in section 4.9 above are fulfilled, particularly in the event that a third party asserts a claim regarding an infringement of its rights which is not obviously unjustified, for example if a warning has already been issued in a similar case or if investigations are initiated by governmental authorities. The same applies in the event that the user subsequently makes changes to the content provided by it which lead or may lead to a violation under section 4.9. CLOZER shall immediately notify the user of any such interruption and give it the opportunity to demonstrate the lawfulness of the deal and, if necessary, provide sufficient evidence to that effect if doubts continue to exist.
    11. If a deal is rejected or interrupted in accordance with the above paragraphs, if the user has booked paid services it shall nevertheless have to pay the agreed remuneration, unless:
      1. it is not responsible for the rejection or interruption of the deal;
      2. in the event of a rejection or interruption the user can provide sufficient proof that the deal being the subject of the complaint was lawful and there were therefore no grounds for the rejection or interruption by CLOZER.
  1. Duration of deals
    1. The duration of the deals will initially be based on the information provided by the user when it creates the deal (effective/expiry date of the button, see section 4.1). If the user has not specified a duration, the deal will run until the user stops or deletes it.
    2. If an upgrade expires, the deals will initially also continue to run in the basic functions of the free version. If the user then has more than the maximum number of active deals envisaged in the free version, it will be able to pause active deals but not re-activate them as long as the maximum number of active deals is reached or exceeded.
    3.  CLOZER has the right to discontinue deals in the free version without a notification, i.e. also in the situation referred to in section 6.2, after six months have elapsed from the creation of the deal.
  1. Payment terms
    1. The prices for paid versions of the Service are specified exclusively in Pounds Sterling (GBP) and will be settled in GBP through the provided payment systems (see section 7.2), where applicable at the conversion/exchange rate specified therein. CLOZER has no influence on the respective conversion rate.

All prices specified on the Clozer website should be understood as being exclusive of the currently applicable statutory VAT, unless specified otherwise.

    1. The user can only make payments through the payment systems provided by Clozer (e.g. PayPal). It must comply at its own responsibility with the current contractual terms and conditions of use of the payment service provider.
    2. Payment for paid versions (see section 5) shall be due in advance immediately after their provision or the receipt of the booking confirmation, regardless of the respective duration.
  1. User’s obligations
    1. The user shall be obliged to keep its registration data, particularly the password, strictly confidential and refrain from making it available to any third parties.

If there is a suspicion or if it is known that a third party has accessed the registration data, CLOZER must be immediately notified to that effect by e-mail at info@goClozer.com. If the access data of another user is accessed, it is prohibited to log in with that registration data even if that user gives its permission.

The user shall be liable for all negligent caused damages which arise due to misuse of its registration data up to the time when CLOZER is notified.

    1. It is strictly prohibited to publish or send content which violates applicable laws or enables or promotes legal infringements using the services of Clozer.

In particular, it is strictly prohibited to:

      1. set up links to third-party websites/URLs without authorisation;
      2. offer or upload content which infringes third-party rights, particularly copyrights and personal rights, or disparaging or offensive statements;
      3. offer or upload content where that content or its provision violate the provisions of the UK Act on Unfair Competition (Gesetz gegen den unlauteren Wettbewerb);
      4. offer or upload content which glorifies violence, is sexist, pornographic or Nazi-related, endangers young people or is otherwise unlawful;
      5. send spam;
      6. upload or send data which could cause damages to CLOZER or third parties (e.g. viruses, Trojan horses); or
      7. offer or upload content which promotes commercial or financial interests other than those contractually described or the interests of a third party.
    1. The user is solely responsible for advertising measures using the Service. It warrants that in its use of the Service it will comply with all statutory requirements, particularly those of data protection law and competition law, as well as contractual requirements.

This Ltdludes the obligation to leave the notice in the Tweet text indicating that the Tweet is an advertisement or ensure that this is sufficiently indicated (see section 4.1). The user undertakes to also indicate this to the deal participants in an appropriate manner.

    1. Through the use of appropriate protective programmes based on the state of the art of technology, the user shall ensure that the content transmitted or provided by it is free of malicious code, such as viruses or Trojan horses.
    2. The user is responsible itself for backing up its data.
    3. The user is obliged to properly indicate the provider of its Internet or online presence (site legal notice.
    4. The user must check at its own responsibility whether it must comply, due to or as a result of the use of the Service, with any laws, regulations or other provisions of a state or country which are applicable to it and ensure that it complies with such provisions.
    5. At its own responsibility, the user must comply with the current contractual terms and conditions and requirements of the social networks selected by it in connection with the Service.
  1. Indemnification
    1. The user warrants that all measures and content that fall within the scope of its duties and responsibilities in connection with the use of the Service, particularly content of third parties, does not violate any applicable laws, particularly third-party rights.
    2. If, in this context, claims are nevertheless asserted against CLOZER, the user shall indemnify CLOZER against all third-party claims. The user shall also compensate CLOZER for any damages or expenses Ltdurred in this context. This particularly applies to compensation for the costs of a defence against the asserted claim (e.g. court costs and lawyer’s fees). The above-mentioned indemnification obligation particularly applies to violations of sections 4.5 and 4.6 (sufficient rights), 8.2 (lawful content), 8.3 (legal and contractual requirements), 8.4 (malicious code) and 8.7 (mandatory requirements of other legal systems).
    3. CLOZER shall inform the user of any assertion of such claims. The user shall support CLOZER in defending against these claims to the best of its ability. If the user fails to fulfil this obligation within a reasonable time limit to be set by CLOZER, CLOZER shall have the right to deal with the attack by the third party according to its own reasonable discretion, taking into account the circumstances and legal situation faced by it. The costs for the defence against the claims shall be borne by the user, in the event that it subsequently transpires that the settlement of the matter is unfavourable as a result of information not provided by the user.
  2. Rights of use
    1. The user acknowledges that both the website and the content of Clozer or third parties presented and accessible on it are protected by rights for the protection of intellectual property (industrial property rights), particularly copyrights. The user does not have the right to use content of Clozer or third parties made available within the framework of the website or, in particular, presented on the website over and above the objective of the contract, in particular to copy it, entirely or partially, store it or process it and/or pass it on, unless this is done with the explicit prior written permission of CLOZER.
    2. In particular, without the prior written consent of CLOZER the user is not permitted:
      1. to integrate or otherwise present the website and/or the Service or parts thereof (particularly content such as graphics or photographs) into/in its own or third-party Internet services through linking or framing;
      2. to integrate or otherwise present the website and/or the Service or parts thereof (particularly content such as graphics or photographs) into/in its own or third-party Internet services through linking or framing;
      3. to offer services on the Internet for a fee or free of charge which relate to the website and/or the Service and which could create the false impression that the through them the user will receive benefits or that the service is provided with the consent of or in cooperation with CLOZER and/or Clozer.
    3. The user transfers to CLOZER, with regard to all the content provided by it, the usage and exploitation rights necessary for the performance of the contract in terms of territory, time and content. This granting of rights covers, in particular, the rights of reproduction, distribution, broadcast and storage, the right to enter into databases and keep available for retrieval and the right of CLOZER to make the content publicly available themselves or for third parties commissioned by CLOZER to do so.
    4. CLOZER shall have the right to publish the user or individual content of its deal(s) (e.g. Clozerbutton designs) as a reference on the Clozerweb pages. That right can be revoked by the user with respect to CLOZER by sending an e-mail to info@goClozer.com. CLOZER has the right to use a suitable logo of the user free of charge. It also has the right, in connection with the use of the Service by the user, to refer to itself or Clozeron all information materials and in connection with all measures for the further marketing of the Service, without any claims arising for the user as a result.
    5. After successful registration, the user will be granted a simple, non-transferable right limited to the term of the usage contract to use the website of Clozer and/or the Service for the intended use.
  1. Information concerning the exercise of the right of withdrawal

Right of withdrawal

You have the right to withdraw from this contract within 14 days without giving any reason.

The withdrawal period will expire after 14 days from the day of the conclusion of the contract.

To exercise the right of withdrawal, you must inform us via e-mail address: info@goClozer.com) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not Ltdur any fees as a result of such reimbursement.

If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated us your withdrawal from this contract, in comparison with the full coverage of the contract.

– End of information concerning the exercise of the right of withdrawal –

No cancellation right:
The cancellation right does not exist if, when concluding the legal transaction, you are acting in performance of your commercial or independent professional activities and are therefore to be considered an entrepreneur (§ 14 BGB).

  1. Information on data processing
    1. Without the user’s consent, CLOZER will not use the user’s data for the purposes of advertising, marketing research or opinion polling.
    2. For further information on data collection, processing and use please see the privacy notice, which is available at Privacy Policy.
  2. Liability
    1. CLOZER is not obliged to review the content and information provided by the user for its legal permissibility or correctness. The users are exclusively liable for that information.
    2. CLOZER is not liable for the content of third-party websites, for damages or other disruptions resulting from errors or Ltdompatibility of the Service with the software or hardware of the user or for disruptions or damage resulting from the non-availability or Ltdorrect functioning of the Internet. CLOZER is also not liable for any disruptions or damage suffered by the user in connection with the distribution of the content through the social networks.
    3. In other respects CLOZER shall only be liable for compensation for damages, irrespective of the legal basis, in the event of wilful misconduct, gross negligence or breaches of key contractual obligations due to minor negligence. Key contractual obligations are obligations whose fulfilment is necessary to achieve the objective of the contract.
    4. In the event of a breach of key contractual obligations due to minor negligence, CLOZER’ liability shall be limited to compensation for the foreseeable damages typical for the contract. In particular, indirect damages will not be compensated for.
    5. The above limitations of liability do not apply to culpably caused damages resulting from an injury to life, the body or health.
    6. If links to third-party websites are provided on the web pages of Clozer, no liability will be accepted for their content. CLOZER has no influence on the content of those sites and does not adopt it as its own.
  3. Availability of the Service

CLOZER endeavours to continually develop and improve the Service. In connection with that further development or when maintenance work is being carried out, for limited periods of time downtime may occur for individual or all the systems of Clozer and/or the Service. The availability of Clozer and/or the Service may also be restricted or interrupted by events outside CLOZER’ sphere of influence. CLOZER reserves the right to temporarily restrict access to Clozer and/or the Service at any time, if it is necessary for the correct functioning or security of the systems or to carry out technical measures.

  1. Amendments to the T&C
    1. CLOZER reserves the right to amend these T&C from time to time without giving reasons, unless the change is unreasonable for the user. This would be the case, for example, if the change is related to an already booked paid service and the change would have detrimental effects for the user.
    2. CLOZER shall notify the users of the changes in good time. These changes will be deemed to have been approved if the user fails to object to them in writing within six weeks from the receipt of the change notification (e.g. by e-mail). In the change notification CLOZER will explicitly point out the right of objection and the consequence of failing to object.
    3. Notwithstanding sections 15.1 and 15.2, CLOZER may amend these T&C:
      1. if the change is only advantageous for the user;
      2. if the change is purely technical or is attributable to a system process, unless it has significant consequences for the user;
      3. if CLOZER is obliged to make a change due to mandatory legal requirements, for example in the event of a change in the applicable legal situation;
      4. if CLOZER introduces additional services, unless the existing usage contract will be changed to the user’s detriment as a result.

CLOZER shall inform the users of such amendments to its T&C in an appropriate form (e.g. information on the Clozer website).

  1. Duration of the use of the Service / termination
    1. The usage contract between the user and CLOZER on the use of the Service in the free version has an indefinite term. It can be informally terminated by either Party at any time without giving reasons and without notice.
    2. Paid versions have the term specified in the respective offer (e.g. three months / six months).
    3. The right of extraordinary termination of both parties remains unaffected. In particular, CLOZER shall have a right of extraordinary termination if:
      1. despite a previous reminder and the setting of a reasonable time limit the user continues to default on due payment claims; or
      2. the user violates one of its obligations under sections 3.6 (prohibition to use the Service for the benefit of a third party ), 8.2 (lawful content), 8.3 (legal and contractual requirements) or 8.4 (malicious code). In such a situation, the user shall not have the right to re-register.

If one of the parties terminates the contract by way of extraordinary termination, the performances already rendered by CLOZER must be paid for on a pro rata basis up to the moment of termination, and at least at the price of the basic term for booked paid services, if the user is responsible for the termination. We explicitly reserve the right to assert further claims.

    1. After the end of the contract, the user shall be obliged to immediately and finally remove from its Internet or online presence all the functions and content provided through the Service (e.g. buttons).
  1. Final provisions
    1. By registering, the user declares that it has read these T&C and the Privacy Policy, and agrees to their applicability.
    2. Any additional arrangements or amendments or additions to the contractual relationship must be in writing. This also applies to any waiver of this requirement of written form.
    3. The contractual relationship with the user and all claims stemming from or related to the contract (e.g. also non-contractual claims) are subject to the laws of the England and Wales. The UN Convention on Contracts for the International Sale of Goods does not apply.
    4. If the user is a merchant, a legal person under public law or a public special fund, the place of jurisdiction for all disputes between it and CLOZER stemming from the contractual relationship is the location of CLOZER’ registered office.
    5. The place of performance is the location of CLOZER’ registered office.
    6. In the event of a contradiction between different language versions of these T&C and with regard to interpretation issues, the UK version shall be decisive.
    7. These T&C apply exclusively. Differing, contradictory or supplementary T&C will only form a part of the contract if and to the extent that CLOZER has explicitly agreed to their applicability in writing

Ambassadors program

Clozer Ltd hereby incorporates by reference all terms, conditions rules, policies, and guidelines on the Site, the Terms of Service (the “Terms of Service”). Capitalized terms not defined in this Agreement are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. Your use of the Site after the effective date will signify your acceptance of and agreement to this Referral Program.

Clozer reserves the right to modify or terminate the Referral Program at any time upon 30 days’ notice. 1. Referral Program Terms Clozer will provide each Member (“Referral Participant”) with a referral identifier (“RID”) upon Account registration with Clozer.

Clozer will pay the Referral Participant the specified referral fee upon completion of any Eligible Registration or Eligible Transaction, as such terms are defined below. “Eligible Registration” occurs when a username identified with a Referral Participant’s RID successfully completes Clozer’s Account registration process and Clozer, in our sole discretion, accepts such registration. Account registrations that: (1) are not in good faith, or (2) involve a registrant that has previously registered for an Account with Clozer at any time are NOT Eligible Registrations. “Eligible Transaction” means a bona fide transaction satisfying the requirements set forth on the Referral Program webpages on the Site. The following transactions are NOT Eligible Transactions: (1) any transactions that do not arise from or are not connected with the Referral Participant’s RID; (2) any transactions that involve a Client who previously engaged a Clozer through Clozer; (3) any transactions that arise in connection with a pre-existing relationship between a Client and Clozer; (4) any transactions that arise in connection with a User’s purchase of services for User’s own use or for resale or commercial use of any kind, but not limited to, orders for customers or on behalf of customers or orders for services to be used by User or User’s friends, relatives, or associates in any manner; (5) any transactions that are not a bona fide arm’s length transactions for the purchase of Clozer Services; and (6) any transactions compensated separately under an Clozer affiliate program. Users will be identified and linked to a Referral Participant’s RID if they have accessed the Site via a link tagged with that Referral Participant’s RID. The Referral Participant is solely responsible for ensuring that links to the Site are correctly tagged with the RID Clozer has provided to that Referral Participant. 2. Referral Fees and Payment We will pay a Referral Participant a “Referral Fee” for each Eligible Registration and for each Eligible Transaction. Please refer to the Site for the current Referral Fees. Clozer will track Eligible Registrations and Eligible Transactions and will make available to you reports summarizing such activity. The form, content, and frequency of the reports may vary from time to time in Clozer’s sole discretion. Except as otherwise provided in this Referral Program or on the Site, Clozer will pay you Referral Fees that are owed, less any taxes or other amounts that Clozer is required by law to withhold, within 30 days of each Eligible Registration and immediately upon payment of each Eligible Transaction. Payments will be made directly into your Client Escrow Account or Clozer Escrow Account, as applicable. All amounts will be paid in US dollars. Clozer reserves the right to investigate any suspicious, unprofessional, or inappropriate registration or transactional activity. Clozer also reserves the right to delay payment of any Referral Fees, in our sole discretion, while we conduct an investigation of such activity. If Clozer, in our sole discretion, concludes that a particular registration or transaction was deceptive or did not qualify as an Eligible Registration or Eligible Transaction, respectively, you agree that Clozer will not be obligated to pay any Referral Fees for such registration or transaction. If a service or registration upon which you have already been paid a Referral Fee is later charged back, cancelled within 30 days, breached, repudiated, or rejected by a Client or Clozer after payment and Clozer is forced to remit fees, you irrevocably authorize and instruct EEC to release funds in the amount of the Referral Fee related thereto from your Client Escrow Account or Clozer Escrow Account, as applicable and pay such funds to Clozer. 3. Contacting Us If you wish to report a violation of the Terms of Service, have any questions, or need assistance, please contact Customer Support as follows: Web Support: http://www.Clozer.com/service Email: support@Clozer.com Phone: 1-877-4-CLOZER (1-877-435-2623) (Monday 12:01 a.m. through Friday 12:00 a.m. Midnight Pacific Time) Online Help Topics: http://www.Clozer.com/help

PRIVACY POLICY

 

  1. Provider

CLOZER takes the protection of your personal data very seriously and complies with the applicable data protection regulations. The following declaration provides an overview of how we guarantee this protection and what kind of data is collected for what purpose.

  1. Personal data

Personal data is only collected, processed and used as described below in the course of its use by Clozer. Personal data is any individual information about the personal or material circumstances of a specified or identifiable natural person (excluded: legal entities, such as e.g. a Ltd. or Ltd.). Personal data primarily Ltdludes details such as a person’s name, postal address, e-mail address or professional circumstance.

  1. Collection, processing and use of personal data

When you access GoClozer.com hereinafter collectively referred to as “Websites”), CLOZER will automatically collect information which your browser transmits to us, and save this in its Server Log Files (regardless of whether you are registered with Clozer or not). Namely:

  • referrer URL (last visited website);
  • host name of the computer used to access the website (IP address);
  • time of server request;
  • pages visited within www.goclozer.com
  • name of downloaded files and/or information
  • amount of data transmitted
  • operating system and information about the internet browser of the computer used to access the website;
  • http status code (e.g. “Request successful” or “Requested file not found”).

When you use Clozer functions to post on social networks, CLOZER will also collect and store the following additional data:

  • posted text;
  • link to the post;
  • name of the network used;
  • unique ID of the user making the post on the network used;
  • date of post.

It is irrelevant whether the Clozer functions are used directly via CLOZER’s own Websites, or by Ltdorporating a deal on the customer’s website.

During each posting session on social networks, CLOZER will also collect and store the following data, purely temporarily:

  • access information (so-called tokens) for posts on the selected social network;
  • access information (so-called tokens) for viewing the user’s last posted links on the selected social network;
  • the date the Clozer functions were used.

When you register on Clozer websites, CLOZER will also collect and store the following data:

  • e-mail address;
  • your chosen password (in encrypted form).

When you use chargeable functions on Clozer websites, CLOZER will collect and store the following additional data:

  • billing information (products purchased, prices, date of purchase).

CLOZER will only use this data to enable you to access Clozer’s services, and for the purpose of managing the contractual relationship between you and CLOZER.

All data is stored on servers located within Europe which are properly supervised and monitored by CLOZER.

As a result of the connection to various social networks which is absolutely necessary for the Service, certain data may also be transmitted to countries outside of Europe (EEA), particularly to the USA (for example Facebook, Twitter) and Russia (VKontakte) (see also Point 7).

  1. Payment details

If you use chargeable Service upgrades, your payment details will be forwarded to the relevant payment services provider for processing (e.g. Paypal). These partner companies have their own data protection policies. We encourage you to read these policies thoroughly before using the Service, and check that you agree with them. To enable payments to be processed and invoiced when the upgrades are automatically renewed, partner companies store references to payment details (these are primarily e-mail addresses, status information and so-called tokens as a reference to payments via the partner company). The actual payment details (credit card and bank details) do not pass through CLOZER’s servers and systems.

  1. Cookies

The Websites use so-called cookies in several places. These help make our service more user-friendly, effective and secure, among other things. Cookies are textual information which a website transmits to the cookie file of the browser on your computer hard drive or other end device, so that the website can remember who you are, among other things. A cookie typically contains the name of the domain from which the cookie originates, the cookies’ “lifetime” and a value, usually a unique, randomly generated number. The Clozer websites use the following types of cookies:

Session cookies: these are temporary cookies which remain in your browser’s cookie file until you leave the website. Session cookies allow you to be identified for the duration of your visit. This information will not be stored once you have left the website.

Browser cookies: these remain in your browser’s cookie file for longer. How long depends on the “lifetime” of the particular cookie. This may be indefinitely or until its deletion on a specific end date. The reason for using these permanent cookies is to track the provision of services. Permanent cookies do not contain any personal data. Your name, IP address, etc., are not stored.

If you do not wish to accept our cookies, you can reject them and deny access to previously stored information, by adjusting your web browser settings accordingly. The settings within your web browser enabling you to do this differ from browser to browser, but can generally be found under “Data Protection” or “Cookies” within your browser’s “Internet Options” or “Properties” menu. If you need help turning off cookies, you should refer to your browser’s “Help” menu. Please note, however, that you may be unable to use the Clozer functions properly if cookies are switched off.

  1. Google Analytics

The Websites use Google Analytics, a web analysis service provided by Google Ltd. (“Google”). Google Analytics also uses cookies (see description in Point 5), which allow your use of the website to be analysed. The information generated by the cookie about your use of this website will usually be transmitted to a Google server in the USA, where it is stored. IP anonymisation has been activated on this website, so that Google abbreviates the user’s IP address in advance within Member States of the European Union or in other States party to the Agreement on the European Economic Area. Only in exceptional cases is the full IP address transmitted to a Google server in the USA and abbreviated there. Google will use this information on behalf of CLOZER, to evaluate your use of the website, to compile reports about the website activities, and to provide CLOZER with other services related to the use of the website and the internet. The IP address transmitted from your browser within the framework of Google Analytics will not be associated with any other Google data.

You can prevent the storage of the cookies by adjusting your browser software accordingly; we would point out, however, that you may be unable to fully use all the functions of this website in this case. You can also prevent Google from collecting and processing the data generated by the cookie and related to your use of the website (your IP address) by downloading and installing the browser plug-in available from the following link: http://tools.google.com/dlpage/gaoptout?hl=de.

CLOZER does not share its users’ personal data with the social networks involved – except for the information stated below. In order to implement the Clozer functions, it is, however, necessary for CLOZER to transmit the following data to the social networks:

  • user’s unique identification on the social network (so-called User ID);
  • links to and posts regarding deals used by the user.

If you do not agree to this, you should not use the Service.

  1. Changes to this data protection policy.

CLOZER reserves the right to adapt its security and data protection measures, provided this is necessary as a result of technical or legal developments. In these cases, we will also update our data protection information accordingly. Please make sure, therefore, that you always use the latest version of our data protection declaration.

  1. Questions and contact

If you have any questions regarding the collection, processing or use of your personal data, or to request the disclosure, correction, blocking or deletion of data, please contact shanice@goclozer.com

TERMS OF $50,000 GUARANTEE 

All companies must answer our guarantee questionnaire honestly and to the best of their abilities to qualify for the guarantee. Clozer reserves the right to withhold the guarantee at any time due to misrepresentation.

The following things must happen within 12 months for the guarantee to be valid:

  1. A one hour on-boarding call with a member of the Clozer team
  2. Monthly membership must be paid on time
  3. You must accept 3 Clozers, on a commission basis and/or pay per hour.
  4. You must have the proper systems set up to qualify leads.

Terms & Conditions

User Agreement Effective Date: November 5, 2015

This User Agreement (this “Agreement”) explains the terms under which you are allowed to use the GoClozer.com website and any web or mobile services or applications (collectively, the “Site”) offered by Clozer, Ltd. (“Clozer”) and our subsidiaries, without limitation, Clozer Escrow Corporation (“EEC”). This Agreement is a part of and by reference all the Terms of Service linked from www.goclozer.com/legals including all Site information referenced or linked therein (the “Terms of Service”).

Your use of the Site after the effective date will signify that you have read, understand, accept, and agreed to be bound and are bound by this Agreement for yourself and on behalf of any Member for whom you use the Site, and you represent that you have the authority to do so. To the extent permitted by applicable law, we may modify this Agreement with prospective effect without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site, unless a later date is otherwise stated in the revised Agreement. Please check the Site often for updates. Capitalized terms not defined in this Agreement are defined in the other Terms of Service or have the meanings given such terms on the Site.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN A JURY TRIAL OR CLASS ACTION. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION.

  1. Overview

The Site is a venue where our Members use both our marketplace and our platform for online services. Clients and Clozers become Members when they open Clozer Accounts pursuant to the Account Agreement. As Members, they use the Site directory and Clozer Services board functions to advertise, locate, introduce themselves to each other, screen and select each other, negotiate Engagement terms, and enter into Member Contracts between each other. Once two Members enter into a Member Contract, they use the Site to collaborate, communicate about, and invoice and pay for the Engagement.

  1. Relationship between Client and Sales Professional

Member Contract Client and Clozer acknowledge and agree that when Clozer accepts an Engagement awarded by Client, Client and Clozer will be deemed to have entered into a “Member Contract” comprising the following agreements: (1) those Relationship Agreements applicable to the Engagement as described in the next subsection titled “Relationship Agreements”; (2) the remaining Terms of Service (other than the Relationship Agreements); (3) the Engagement terms awarded and accepted on the Site, to the extent not with the Mandatory Terms (defined below); and (4) any other contractual provisions accepted by both Client and Clozer and uploaded to the Site, to the extent not with the Mandatory Terms. Relationship Agreements 1 The “Terms of Service” this User Agreement, the Account Agreement, Independent Contractor Services Agreement, Fixed Price Escrow Instructions, Hourly and Miscellaneous Payment Agreement with Escrow Instructions, Payroll Services Agreement, Refund and Cancellation Policy, Fixed Price Dispute Resolution Policy, Hourly Dispute Resolution Policy, Site Usage Policy, Client Engagement Posting Policy, ClozerMemberships, Proposals and Fulfillment Policy, Referral Program, Mark Use Guidelines, Copyright and Other Infringing Content Policy, Cookie Policy, and Privacy Policy. Different sections of the Terms of Service are hyperlinked throughout this Agreement for your convenience. The following four parts of the Terms of Service are called “Relationship Agreements”:

(1) Independent Contractor Services Agreement;

(2) Fixed Price Escrow Instructions;

(3) Hourly and Miscellaneous Payment Agreement with Escrow Instructions; and

(4) Payroll Services Agreement. Different Relationship Agreements apply to a Member Contract, depending on which type of relationship and compensation Client and choose, as follows: Independent

  1. Contractor Relationships

If a Client and a enter into an independent contractor relationship, then the Independent Contractor Services Agreement applies. In addition, Client and in an independent contractor relationship must choose either fixed price or hourly compensation, and that choice determines the agreement that governs their payment mechanism as follows: Fixed Price Engagements. If Client and enter into an independent contractor relationship and choose fixed price compensation, then Client and agree that they will be bound by, and EEC will follow, the Fixed Price Escrow Instructions. Hourly Engagements and/or Miscellaneous Payments. If Client enter into an independent contractor relationship and choose hourly compensation, and/or, if the Client makes miscellaneous payments to the, then Client and agree that they will be bound by, and EEC will follow, the Hourly and Miscellaneous Payment Agreement with Escrow Instructions. Employment Relationships If a Client and a Clozer enter into an employment relationship, then the Client agree that the Payroll Services Agreement and the Hourly and Miscellaneous Payment Agreement with Escrow Instructions both apply. Mandatory Terms A Member Contract may modify only certain provisions of the Terms of Service as follows: Independent Contractor Services Agreement A Member Contract may modify the Independent Contractor Services Agreement to the extent any Client and Clozer agree to contrary Engagement terms or contractual provisions and record their agreement on the Site in accordance with the Terms of Service. Refund and Cancellation Policy; Dispute Resolution Policies A Member Contract may modify the Refund and Cancellation Policy and the Dispute Resolution Policies referenced therein to the extent a Private Talent Cloud Client and Clozer agree to contrary Engagement terms or other contractual provisions and record their agreement on the Site in accordance with the Terms of Service. Except as expressly permitted in the foregoing provisions of this subsection titled “Mandatory Terms,” all other provisions of the Terms of Service may not be modified and are called “Mandatory Terms.” Any purported modification to the Mandatory Terms will be null and void. Order of Precedence If there are any conflicts in the various terms of the Member Contract, those conflicts will be resolved in the order of precedence stated in: (1) the Independent Contractor Services Agreement for an independent contractor relationship; or (2) the Payroll Services Agreement for an employment relationship.

  1. Relationship with Clozer

Not a Party to Engagements Clozer is not a party to the dealings between Client and FreClozerr, posts, proposals, screening selection contracting, provision of Clozer Services, and payment for an Engagement. Clozer does not introduce Clozer to Clients or help Clozer find Engagements. Clozer merely makes the Site Services available to enable Clozerrs to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Clozer for themselves. Clozer may sort Engagement proposals to enable Clients to more easily navigate and choose which to contact. Clozer does not direct, has no control over, makes no representations, and does not guarantee the quality, safety, or legality of Clozer Services; the truth or accuracy of Engagement listings; the qualifications, background, or identities of Members; the ability of Clozer to deliver Services; the ability of Clients to pay for Clozer Services; or that a Client or Clozer can or will complete a transaction. Clozer is not required to and may not verify any information given to us by or Clients, nor does Clozer perform background checks on Clozer or Clients.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT CLOZER MAY PROVIDE INFORMATION ABOUT A CLOZER OR CLIENT, SUCH AS A STRENGTH OR RISK SCORE, GEOGRAPHICAL LOCATION, OR VERIFICATION OF IDENTITY OR CREDENTIALS. HOWEVER, SUCH INFORMATION IS BASED SOLELY ON DATA THAT CLOZER OR CLIENT SUBMITS TO CLOZER, AND CLOZER PROVIDES SUCH INFORMATION SOLELY FOR THE CONVENIENCE OF MEMBERS AND IS NOT AN INTRODUCTION, ENDORSEMENT, OR RECOMMENDATION BY CLOZER.

Third-Party Beneficiary of Member Contract Client and Clozer appoints Clozer as a third-party beneficiary of their Member Contract for purposes of enforcing any obligations owed to, and any benefits conferred on, Clozer by the Member Contract. Client and Clozer further agree that Clozer has the right to take such actions with respect to their Accounts, without limitation, suspension, closure, or legal actions, as Clozer, in our sole discretion, deems necessary to enforce our rights as a third-party beneficiary under the Member Contract. No Agency, Partnership, or Joint Venture This Agreement and any registration for or use of the Site will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between you and Clozer, except and solely to the extent expressly stated in the Terms of Service. Records of Compliance Client and Clozer will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement and any Member Contract, Ltdluding, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to Clozer upon request. Nothing in this subsection will be construed as requiring Clozer to supervise or monitor Clozer Services or a Member’s compliance with this Agreement, the other Terms of Service, or a Member Contract.

  1. Fees Payable

No fees shall be incurred by the client until the sales professional closes the deal. The deal is defined as closed when the client the sales professional has been interacting with requests an invoice and either verbally or in written form consents to buy from the seller the sales professional is representing.

When a Client pays a Sales Professional funds related to an Engagement are otherwise released to a Clozer as required by the applicable Escrow Instructions, credits the Sales Professionals Escrow Account and then deducts a Service Fee that Clozer earns and Clozer agrees to pay Clozer for creating, hosting, maintaining, and providing the Site Services.

The Service Fee is described here.

No Fee for Introducing or For Finding Engagements Clozer does not introduce Clients to Clozer and does not help Clozer find Engagements. Clozer merely makes the Site Services available to enable Clozer to do so themselves. Therefore, Clozer does not charge a fee when a Clozer finds a suitable Client or finds an Engagement. However, Client and a Clozer are obligated to use the Site to pay and receive payment for the Clozer Services if they identified each other through the Site, as detailed in section 5 titled “Non-Circumvention” below. Membership Fee Clozer may subscribe to different levels of participation and privileges on the Site by payment of subscription fees as described here and subject to the Clozer Memberships, Proposals & Fulfillment Policy. Other Fees Clozer may offer additional features, such as featured posts or verification features, for additional fees. Such features and fees are described in detail here. EEC may also charge Escrow Fees as described in the Account Agreement and to the extent permitted by applicable law. 5. Non-Circumvention You acknowledge and agree that a substantial portion of the compensation Clozer receives for making the Site available to you is the Service Fee described in the subsection titled “Service Fee” in section 4 above.

You further acknowledge and agree that Clozer only collects this Service Fee when a Client and a Clozer pay and receive payment through the Site. Therefore, in consideration for our making the Site available to you, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for any services directly or indirectly provided to or received from that party or arising out of your relationship with that party (the “Clozer Relationship”). You may opt-out of this obligation only if Client, prospective Client, or Clozer pays Clozer an “Opt-Out Fee” computed to be the greater of the following amounts: 1. $2,500; or 2. 15% of the cost to the Client or prospective Client of the services to be provided in the Clozer Relationship during the Non-Circumvention Period, as estimated in good faith by the Client or prospective Client; or 3. all Service Fees that would be earned by Clozer from the Clozer Relationship during the Non Circumvention Period, computed based on the annualized amount earned by Clozer from Client during the most recent normalized 8-week period or during such shorter period as data is available to Clozer; and, in any case, plus interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client or prospective Client first makes payment to the subject Clozer until the date the Opt-Out Fee is paid. To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@Clozer.com. in addition, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not: • Submit proposals or solicit parties identified through the Site to contact, engage, or pay outside the Site. • Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.

Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client (or prospective Client) and Free Clozer. You agree to notify Clozer immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a report to Clozer by sending an email message to policy@Clozer.com, which report will be kept confidential to the extent practicable. 6. Site License Subject to and conditioned on your compliance with this Agreement, the other Terms of Service, and the other Site Policies, Clozer grants you a limited license to access and, if you are a Member, to use the Site for the purpose of ordering and receiving the Site Services available and authorized from the Site. You must not access or use the Site or Site Services for any reasons that are in competition with Clozer. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site in any way for any public or commercial purpose without prior written consent of CLOZER OR the rights holder. You must not use any content of the Site on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site except as permitted in writing by Clozer. You must not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by applicable law. The Site and any portion of the Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Clozer. Clozer and our licensors retain all of their respective right, title, and interest in and to all patent rights, inventions, copyrights, knowhow, and trade secrets relating to the Site. Clozer’s logos and name are trademarks of Clozer and are subject to our Mark Use Guidelines. All other product names, company names, marks, logos, and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Clozer’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

User Content License

When you post User Content on the Site, you represent and warrant that you have the right, power, and authority to post that content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Clozer may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment. You retain all your ownership rights in any User Content you post on Clozer. You also grant to Clozer and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and Clozer’s (and our successors’ and Affiliates’) business, Ltdluding, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display, and perform such User Content, only to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service. Notwithstanding the foregoing paragraph, Clozer will only use or disclose User Content you post to any Workroom or other non-public area of the Site to the extent necessary to provide Site Services to you. The above licenses granted by you will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Clozer and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display, distribute, or perform, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law. You may submit comments or ideas about the Site, without limitation, about how to improve the Site or our products (collectively, “Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Clozer under any fiduciary or other obligation, that the Ideas do not contain the confidential or proprietary information of third parties, and that we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission of any Idea, Clozer does not waive any rights to use similar or related ideas known or developed by CLOZER or obtained from sources other than you. 8. Unauthorized Access and Use; Site Interference; Malicious Software The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audio visual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Clozer and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, , without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products, or services. Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, aesthetic disruptions or distortions, the operation of, or to allow you or any other person to access, or damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations of or on, the Site or any other software, firmware, hardware, computer system, or network of CLOZER or any third party. Further information regarding other prohibited conduct can be found in the Site Usage Policy. 9. Third-Party Content Directory of Clozer The Site contains a directory of Clozerrs. The directory is populated with information from third-party sources, from Clozer themselves, and from other Members. Clozer provides this directory as a convenience and does not confirm or verify the information contained in it. Third-Party Verification The Site makes available various services provided by third parties to verify a Member’s credentials, provide testing services, and provide information. Any information or content expressed or made available by these third parties or any other Members is that of the respective author(s) or distributor(s) and not of Clozer. Clozer neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than authorized Clozer employees acting in their official capacities. Links and Applications The Site may contain links to Third-Party Sites. The Site may also contain applications that allow you to access Third-Party Sites via the Site. Such Third-Party Sites are owned and operated by the third parties and/or their licensors. Your access and use of Third-Party Sites, online communication services such as chat, email, and calls, will be governed by the terms and policies of the applicable Third-Party Sites. You acknowledge and agree that Clozer is not responsible or liable for: (i) the availability or accuracy of Third-Party Sites; or (ii) the content, advertising, or products on or available from Third-Party Sites. You are responsible for deciding if you want to access a Third-Party Site by clicking on a link or installing an application. The Ltdlusion of any link or application on the Site does not imply that we endorse the linked Third-Party Site or application. You use the links and these services at your own risk and agree that your use of an application via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

  1. Certain Disclaimers, Limitations, and Exclusions

You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Clozer’s part to store, backup, retain, or grant access to any information or data for any period. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk. Clozer is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, Ltdluding, but not limited to: • your use of or your inability to use the Site or Site Services; • delays or disruptions in the Site or Site Services; • viruses or other malicious software obtained by accessing, or linking to, the Site or Site Services; • glitches, bugs, errors, or inaccuracies of any kind in the Site or Site Services; • damage to your hardware device from the use of the Site or Site Services; • the content, actions, or inactions of third parties’ use of the Site or Site Services; • a suspension or other action taken with respect to your account; • your reliance on the quality, accuracy, or reliability of Engagement postings, Clozerprofiles, ratings, recommendations, and feedback (their content, order, and display), or metrics found on, used on, or made available through the Site; or • your need to modify practices, content, or behavior or your loss of or inability to do business as a result of changes to the Terms of Service.

  1. Warranty Disclaimer

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE, OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE DISCLAIM ALL AND MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY, OR RELIABILITY OF ANY THIRD-PARTY, THE CLOZER SERVICES, OR THE ACCURACY OF THE POSTINGS MADE ON THE SITE BY ANY THIRD-PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 12. Limitation of Liability IN THE EVENT OF A DISPUTE BETWEEN YOU AND CLOZER AND/OR AN AFFILIATE, NEITHER YOU NOR CLOZER, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, LTDIDENTAL, OR PUNITIVE DAMAGES, LTDLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF LIABILITY IS FOUND, THE LIABILITY OF CLOZER, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY CLOZER WITH RESPECT TO MEMBER CONTRACTS OF WHICH USER WAS A PARTY AS A CLIENT OR CLOZERDURING THE TWELVE-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR WHETHER IN CONTRACT, TORT (NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LTDIDENTAL AND CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

  1. Release

In addition to the recognition that Clozer is not a party to any contract between Client and Clozer, you hereby release Clozer, our Affiliates, and our respective officers, directors, employees, attorneys, agents, subsidiaries, joint ventures, and our and their respective successors and assigns from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another Member, whether it be at law or in equity. This release for example and without limitation, any disputes regarding the provision, functions, and quality of the Clozer Services provided to Client by a Clozer and requests for refunds based upon Disputes. Procedures regarding the handling of certain Disputes between Members are discussed below in section

This release will not apply to a claim that Clozer failed to meet our obligations under this Agreement and the other Terms of Service.

  1. Indemnity

You agree to defend, hold harmless, and indemnify Clozer, our Affiliates, our and their respective officers, directors, employees, attorneys, agents, joint ventures, and our and their respective successors and assigns (each such party an “Indemnified Party”) from and against any and all losses, costs, expenses, damages, and other liabilities (reasonable attorneys’ fees and costs) by an Indemnified Party arising from or related to any cause of action, claim, suit, proceeding, demand, or action brought by a third-party against an Indemnified Party in connection with your use of the Site Services, Ltdluding: (a) any payment obligations Ltdurred through use of the Site Services; (b) any allegation of any infringement, misappropriation, or other violation of any Intellectual Property Rights by you or your agents, by any Work Product provided by you or your agents; (c) your: (i) use of the Site; (ii) decision to supply credit or other information via the Site, financial information; (iii) decision to submit postings and accept offers from other Members; (iv) breach of any provision of this Agreement or the other Terms of Service; (v) dispute of or failure to pay any invoice or make any other payment; (vi) obligations to a FreClozerr, payment obligations; (d) any breach of contract or other claims made by Members with which you conducted business through the Site; (e) any liability arising from the tax treatment of payments made or receive through the Site Services or any portion thereof; (f) anything which the Indemnified Party may do or refrain from doing in connection with this Agreement and the Terms of Service, Ltdluding, but not limited to, all costs Ltdurred in conjunction with any interpleader which EEC may enter into regarding an Escrow Account; or (g) monies deposited under the Account Agreement or for any interest upon any such monies. The foregoing indemnity will Ltdlude, without limitation, such cause of action, claim, suit, proceeding, demand, or action arising out of the negligence of any Indemnified Party; provided that the foregoing indemnification will not extend to the gross negligence or willful misconduct of an Indemnified Party.

  1. Agreement Term

Termination and Suspension This Agreement will become effective upon your first visit to the Site and will remain in effect for the duration of your use of the Site. Unless both you and Clozer agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice, except as otherwise provided below. If you are using Clozer Payroll Services, you must legally terminate your relationship with Client or FreClozerr, as applicable, before terminating this Agreement. In the event you or we properly terminate this Agreement, your right to use the Site is automatically revoked, and we will close your Account; however, upon our election, (i) if you have any open Engagements when you terminate this Agreement you will continue to be bound by this Agreement until all such Engagements have closed on the Site; (ii) Clozer will continue to perform those Clozer Services necessary to complete any open Engagement or related transaction between you and another Member; and (iii) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to Clozer for any Site Services and to any Clozer for any Clozer Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any Member with whom you have entered into a Member Contract, or Clozer from any obligations Ltdurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Upon any termination of a Team Account, Clozer may close any or all related Accounts. Without limiting Clozer’s other remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement or other Terms of Service; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe, in our sole discretion, that your actions may cause legal liability for you, our Members, or Clozer or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. Once your Account is suspended or closed, you must not continue to use the Site under the same Account or a different Account or reregister under a new Account without Clozer’s prior written consent. Without limiting Clozer’s other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Clozer or our Affiliates under this Agreement, you must pay Clozer for all fees owed to Clozer and our Affiliates and reimburse Clozer for all losses and costs (any and all time Ltdurred by employees of Clozer or our Affiliates) and reasonable expenses (attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. Except as otherwise required by applicable law, we will notify you if we suspend or close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Members, both yourself and other Members who have entered into Member Contracts with you. You therefore agree as follows: IF CLOZER DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, CLOZER HAS THE RIGHT, BUT NOT THE OBLIGATION, TO (1) NOTIFY OTHER MEMBERS THAT HAVE ENTERED INTO MEMBER CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (2) PROVIDE THOSE MEMBERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE. When your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable, Clozer will retain this information along with all your previous posts and proposals for a period of one year from the date of closure to give you ample time to institute an appeal of our decision through the process described in the subsection titled “Disputes with Clozer” in section 16 below. If you appeal our decision through that process within one year, Clozer will retain your information until such dispute is resolved. If you fail to appeal our decision within one year, Clozer may delete your information, data, messages, files, and other material you keep on the Site. The following will all survive termination of this Agreement for any reason: (a) those terms of this Agreement that by their nature are intended to survive this Agreement; and (b) the Account Agreement, the applicable Escrow Instructions, the Payroll Services Agreement, the Refund and Cancellation Policy, and the applicable Dispute Resolution Policies. 16. Cancellations, Refunds, and Disputes; Mandatory Binding Arbitration and Class Action/Jury Trial Waiver To cancel an Engagement, issue or request a refund, or initiate a Dispute with a Member (other than a dispute involving feedback), please see the following policies as applicable: the Refund and Cancellation Policy, the Fixed Price Dispute Resolution Policy, or the Hourly Dispute Resolution Policy. For a Dispute involving feedback, you must follow the section titled “Rating and Feedback System” in the Site Usage Policy. For a dispute between you and Clozer or any of our Affiliates, see below. Disputes with Clozer If a dispute arises between you and Clozer or any of our Affiliates, our goal is to resolve the dispute quickly and cost effectively. Accordingly, you, Clozer, and our Affiliates agree that we will resolve any claim or controversy at law or in equity that arises between you and Clozer or our Affiliates out of or relating to this Agreement or the Clozer Services (a “Claim”) in accordance with this section titled “Disputes with Clozer.” Law and Forum for Disputes This Agreement and any Claim, Ltdluding, without limitation, any dispute relating to a Member Contract, will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Clozer located within the United States will be governed by the law of the state in which such Clozer resides or is legally organized. You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.” Informal Dispute Resolution Before serving a demand for arbitration of a Claim, or otherwise seeking injunctive or other equitable relief in a court of law as expressly permitted in this Agreement, you agree to first notify Clozer of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 (the “Notice”) and seek informal resolution of the Claim. The Notice must your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Clozer will have 60 days from the date of our receipt of the Notice to informally resolve the Claim, which, if successful, will avoid the need for further action. Mandatory Binding Arbitration and Class Action/Jury Trial Waiver (Does Not Apply to Clozer Located Outside the United States and Its Territories) This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all Visitors and Members, except Clozer located outside of the United States and its territories. In the unlikely event that Clozer is unable to resolve a Claim within 60 days of our receipt of the Notice, you, Clozer, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com. A. Scope of Arbitration Agreement and Conduct of Arbitration. Arbitration as provided in this Arbitration Provision is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

The contractual relationship with the user and all claims stemming from or related to the contract (e.g. also non-contractual claims) are subject to the laws of the England and Wales. The UN Convention on Contracts for the International Sale of Goods does not apply.

  1. Miscellaneous Terms and Conditions

You are responsible for compliance with applicable foreign, federal, state, and local laws, keeping in mind that access to the contents of the Site may not be permitted under the laws of certain countries. Clozer will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of Clozer. No delay or omission by Clozer in exercising our rights or remedies will impair our rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. You will not transfer, assign, or delegate your rights or obligations (your Account) under this Agreement to anyone without the prior express written consent of Clozer, and any attempt to do so will be null and void. Clozer may assign this Agreement in our sole discretion. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties. If an arbitrator or court of competent jurisdiction deems any provision of this Agreement invalid, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement (except as noted in section 16 above), which will remain in full force and effect. The Site is controlled and operated from our facilities in the United States. Clozer makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States federal, state, and local laws and regulations, Ltdluding, but not limited to, export and import regulations, the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, services or software. You may not use or access the Site if you are (i) a resident of, or legally organized under the laws of, a country or geographic area embargoed by the United States; (ii) subject to United States economic sanctions that prohibit your use of or access to the Site; or (iii) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States. The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law, or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay but in no event longer than 60 days. The English language version of this Agreement will be controlling in all respects and will prevail in case of any with translated versions, if any. The section headings in this Agreement are for ease of reference only and have no binding effect. This Agreement, together with the other Terms of Service and the Site Policies, comprise the entire agreement between you and Clozer with respect to the use of the Site and supersede all prior agreements between you and us, written or oral, regarding the subject matter contained herein and therein as well as any conflicting or terms in any website(s) that link to or are linked from the Site. This Agreement will be displayed in a PDF version and for convenience may be displayed in both PDF and HTML versions. In the event of any Ltdonsistency between such versions, the PDF version will govern. 20. Definitions As used in this Agreement and the other Terms of Service, the following terms have the meanings given below, unless otherwise defined or required in context: “Account” means the Clozer account you open when you register to become a Member and use the Site Services, all Team Accounts added to that Account. “Account Agreement” means the Account agreement that governs your Account, Escrow Accounts, and related Site Services, the Escrow Services, and is part of and Ltd by reference all terms, conditions, rules, policies, and guidelines on the Site, the Escrow Instructions and other Terms of Service. “Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Clozer. “Business Day” means a day on which the headquarters office of Clozer is open for normal business. “Client” means a Member that investigates and purchases Clozer Services or identifies a Clozer through the Site. “Deliverable” means any Work Product (as defined in the Independent Contractor Services Agreement) identified as a deliverable in the Member Contract. “Dispute,” if capitalized, means any dispute between Members where one or the other has the right to submit a Dispute Notice Form via the Site pursuant to the Refund and Cancellation Policy or an applicable Dispute Resolution Policy. The use of the un-capitalized term “dispute” anywhere on the Site refers to any dispute, whether between Members or with Clozer, those where no Member has filed a Dispute Notice Form via the Site. “Dispute Notice” or

  1. Refund and Cancellation Policy

This Refund and Cancellation Policy (this “Policy”) Ltdorporates all terms, conditions, rules, policies, and guidelines on the Site, the other Terms of Service (the “Terms of Service”). Capitalized terms not defined in this Policy are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. Your use of the Site after the effective date will signify your acceptance of and agreement to this Policy. To the extent permitted by applicable law, we may modify this Policy without prior notice to you, and any revisions to this Policy will take effect when posted on the Site, unless otherwise stated in the revised Policy. Please check the Site often for updates. 1. Introduction To cancel an Engagement or request a refund, you must first submit the Engagement Cancellation Form or the Refund Request Form available in the Workroom. The other party to the Engagement will then have five days (the “Approval Period”) to either approve your request or submit the Dispute Notice Form available in the Workroom. You must then follow the applicable process described below. 2. Engagement Cancellation Form If you submit an Engagement Cancellation Form, the following process will apply: a) If the other party approves your request, then the Engagement is cancelled. b) If the other party submits a Dispute Notice Form during the Approval Period, then you are required to use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type. c) If the other party fails to submit Dispute Notice Form during the Approval Period, then the Engagement will be cancelled and: (i) if the Engagement is a Fixed Price Engagement, funds will be released from the Fixed Price Escrow Account and returned to the applicable Client Escrow Account to the extent of any funded balance and subject to the terms and conditions of the other Terms of Service; (ii) for any remaining balance, and for Hourly Engagements, you are required to use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type; and (iii) Clozer may suspend or cancel the other party’s Account. 3. Refund Request Form Clozer If a Clozer submits a Refund Request Form, the request is deemed approved and Clozer will be deemed to have issued the applicable Refund Escrow Instructions below. Client If a Client submits a Refund Request Form, then the following process will apply: a) If Clozer approves Client’s request for all or part of the requested amount, then Clozer will have issued the applicable Refund Escrow Instruction below. For any unapproved refund balance, Client must use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type. b) If Clozer submits a Dispute Notice Form during the Approval Period, then Clozer and Client are required to follow the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type. c) If Clozer fails to submit a Dispute Notice Form during the Approval Period, then: (i) the request is deemed approved and Clozer will be deemed to have issued the applicable Refund Escrow Instruction below; (ii) for any remaining balance, and for Hourly Engagements, you are required to use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type; and (iii) Clozer may suspend or cancel the other party’s Account. Previously Paid Engagements Refunds to a Client of amounts previously released to a Clozer are subject to the availability of funds in the applicable Escrow Account. EEC will not remove funds from a Clozer Escrow Account without authorization and instructions from the Clozer. Processing refunds in this case might take up to 10 days. 4. Refund Escrow Instructions By submitting a Refund Request Form or approving a Client’s refund request in whole or in part, Clozer irrevocably authorizes and instructs EEC as follows: a. If the refund request relates to a Fixed Price Engagement and sufficient funds remain in the Fixed Price Escrow Account to cover the amount of the refund requested or approved by Clozer, EEC will release the corresponding amount from the Fixed Price Escrow Account and deposit it in the Client Escrow Account. b. If the refund request relates to a Fixed Price Engagement and there are insufficient funds remaining in the Fixed Price Escrow Account to cover the amount of the refund requested or approved by Clozer, then EEC will release to Client (i) the amount remaining in the Fixed Price Escrow Account; and (ii) the amount of the remaining balance of the refund from the Clozer Escrow Account. If there are insufficient funds available in the Clozer Escrow Account to cover the full balance of the refund request, EEC will only release from the Clozer Escrow Account and deposit into the Client Escrow Account the available funds. c. If the refund request relates to an Hourly Engagement or miscellaneous invoice, then EEC will release the corresponding amount from the Clozer Escrow Account and deposit it in the Client Escrow Account. If there are insufficient funds available in the Clozer Escrow Account to cover the full amount of the refund request, EEC will only release from the Clozer Escrow Account and deposit into the Client Escrow Account the available funds. 5. Other Types of Disputes If you have a complaint involving feedback, you must follow the section titled “Feedback” in section 7 of the Site Usage Policy. If you have entered the Payroll Services Agreement for your Engagement, this Policy does not apply. For a dispute with Clozer, you must follow the section titled “Disputes with Clozer” in section 16 of the User Agreement. 6. Contacting Us If you wish to report a violation of the Terms of Service, have any questions, or need assistance, please contact Customer Support at: Web Support: http://www.Clozer.com/service Email: support@Clozer.com Phone: 1-877-4-CLOZER (1-877-435-2623) (Monday 12:01 a.m. through Friday 12:00 a.m. Midnight Pacific Time) Online Help Topics: http://www.Clozer.com/help

GENERAL TERMS

  1. Provider

GoClozer.com is an online service provided by Clozer.

  1. Description of the service
    1. Following successful registration, through Clozer (hereinafter also referred to as the “Service”) users can connect with deals and sales professionals to close deals.
    2. Clozer provides these users with the possibility of creating their own deals (see section 5) to promote their content and virally distributing them through various social networks (e.g. Twitter, Facebook) so as to draw attention to their content. The user can provide third parties (“deal participants”) with its product free of charge through Clozer and receive as a counter performance a post by the third party concerning that product. Friends and followers of the deal participant will read the post and may then also share it.
  2. Registration
    1. In order to use Clozer it is necessary for the user to register. Registration is carried out exclusively online. Any natural or legal person or partnership can register as a user. Natural persons must be of full age. If the registering person works for a company, he/she gives his/her assurance that he/she has been granted sufficient authorisation by the company. The registering person shall provide proof of the authorisation to CLOZER at its request.
    2. The user is obliged to provide complete and accurate information during the registration process and/or immediately appropriately update the recorded data later in the event of changes (e.g. in the event of a change in its (company) name or contact details). If the user fails to fulfil these obligations, CLOZER shall have the right to refuse the registration or prohibit further use and terminate the contract by way of extraordinary termination.
    3. For the registration, the user must enter its full given name and surname and a valid e mail address. When booking paid versions (see section 5) it must also enter its address and a password selected by it. For security reasons, the password should consist of at least eight characters and contain both letters, numbers and special characters. It is recommended that the user change its password at regular intervals.Before submitting the registration, the user can change or view its data at any time. However, the registration can only be submitted and transmitted if the user accepts these contractual terms and conditions and our privacy notice by clicking on “I have read the Terms of service and accept them.
    1. By completing the registration process, the user submits an offer for the conclusion of a contract on the use of the Service. After successful registration, CLOZER will send the user confirmation e-mail. The purpose of the e-mail is to prevent misuse and it does not constitute acceptance of the user’s offer. CLOZER can accept the user’s offer through the provision of the Service. Only through that acceptance the contract between the user and CLOZER on the use of the Service becomes effective. CLOZER can refuse registration at any time without giving reasons and is not obliged to conclude a contract. CLOZER also reserves the right to refuse the user registration if it has previously breached these terms and conditions, and particularly following termination in accordance with section 16.3.
    2. The registration can also be carried out directly as part of the creation of a deal. The confirmation e-mail will then contain a temporary password with which the user can log in in combination with the e-mail address specified by it. For security reasons, after the first log in the user should replace the temporary password with a password selected by it. Besides the above provisions apply accordingly.
    3. Registered users are authorized to only use the Service for their own benefit, i.e. in particular to only market own content for their own purposes with deals. For example, a service provider (e.g. advertising company) being a registered user is not allowed to create and run deals for the benefit of its customers or business partners. These limitations do not apply if and to the extent CLOZER gave its prior written consent for such a use of the Service. CLOZER has the right to interrupt the execution of deals (also temporarily) if it has sufficient grounds for suspecting a breach of the abovementioned prohibition to use the Service for the benefit of a third party. CLOZER shall immediately notify the user of any such interruption and give it the opportunity to demonstrate the lawfulness of the deal and, if necessary, provide sufficient evidence to that effect if doubts continue to exist. Any further rights of CLOZER, in particular according to section 16.3, remain unaffected.
  1. Submitting a Deal
    1. As a first step, the user can create a sales professional profile and or a company profile. To do this, it must provide the following information:
      1. Name, work history, email
      2. Deal details
      3. product URL (URL for the file, website etc. that the user wants to provide in return for a third party’s post);
    2. After successfully creating the Clozer deal, the user can integrate it into its website, e-mails or other services. Deal participants can then access the offered content if they submit a post on the content in return.
    3. The user is responsible itself for the presentation and marketing of its content. In particular, CLOZER cannot guarantee any positive outcome of deals, such as a certain number of posts or other parameters. CLOZER can provide no guarantee for the permanent availability of all the social networks available to choose from.
    4. There is no protection against competitors, i.e. the user cannot demand that another user which offers the same or similar content not be permitted to use the Service or only be permitted to use it to a limited extent.
    5. The user warrants that it holds the rights to all the content made available through the Service that are necessary for the performance of the contract. This particularly applies to any necessary agreements with collecting societies (e.g. GEMA). The user also warrants that its content does not contain any content such as referred to in section 8.2. The user warrants that if, in provided products or content, content of third parties is also advertised or referred to over which the user has no influence, it has effectively contractually obligated the third parties to comply with the above-mentioned standards. Otherwise, the user shall have to accept responsibility for that content with respect to CLOZER.
    6. Section 4.5 applies accordingly with regard to the Internet or online presence of the user or the Internet or online presence of third parties to which its provided content refers or to which it leads, e.g. via a hyperlink.
    7. CLOZER has no obligation to review the content of the user or third parties or content which is referred to. This particularly applies to its legal permissibility and correctness.
    8. The user must immediately report any legal infringements of which it is notified by e mail to info@goClozer.com
    9. CLOZER can refuse to carry out a deal if, in its justified opinion, it violates applicable laws, applicable case-law, official or court orders, a cease-and-desist declaration made by CLOZER or rights of third parties or if publication is unreasonable for CLOZER due to the content or origin or for technical reasons.
    10. CLOZER has the right to interrupt the execution of deals (also temporarily) if it has a justified suspicion that the conditions set out in section 4.9 above are fulfilled, particularly in the event that a third party asserts a claim regarding an infringement of its rights which is not obviously unjustified, for example if a warning has already been issued in a similar case or if investigations are initiated by governmental authorities. The same applies in the event that the user subsequently makes changes to the content provided by it which lead or may lead to a violation under section 4.9. CLOZER shall immediately notify the user of any such interruption and give it the opportunity to demonstrate the lawfulness of the deal and, if necessary, provide sufficient evidence to that effect if doubts continue to exist.
    11. If a deal is rejected or interrupted in accordance with the above paragraphs, if the user has booked paid services it shall nevertheless have to pay the agreed remuneration, unless:
      1. it is not responsible for the rejection or interruption of the deal;
      2. in the event of a rejection or interruption the user can provide sufficient proof that the deal being the subject of the complaint was lawful and there were therefore no grounds for the rejection or interruption by CLOZER.
  1. Duration of deals
    1. The duration of the deals will initially be based on the information provided by the user when it creates the deal (effective/expiry date of the button, see section 4.1). If the user has not specified a duration, the deal will run until the user stops or deletes it.
    2. If an upgrade expires, the deals will initially also continue to run in the basic functions of the free version. If the user then has more than the maximum number of active deals envisaged in the free version, it will be able to pause active deals but not re-activate them as long as the maximum number of active deals is reached or exceeded.
    3.  CLOZER has the right to discontinue deals in the free version without a notification, i.e. also in the situation referred to in section 6.2, after six months have elapsed from the creation of the deal.
  1. Payment terms
    1. The prices for paid versions of the Service are specified exclusively in Pounds Sterling (GBP) and will be settled in GBP through the provided payment systems (see section 7.2), where applicable at the conversion/exchange rate specified therein. CLOZER has no influence on the respective conversion rate.

All prices specified on the Clozer website should be understood as being exclusive of the currently applicable statutory VAT, unless specified otherwise.

    1. The user can only make payments through the payment systems provided by Clozer (e.g. PayPal). It must comply at its own responsibility with the current contractual terms and conditions of use of the payment service provider.
    2. Payment for paid versions (see section 5) shall be due in advance immediately after their provision or the receipt of the booking confirmation, regardless of the respective duration.
  1. User’s obligations
    1. The user shall be obliged to keep its registration data, particularly the password, strictly confidential and refrain from making it available to any third parties.

If there is a suspicion or if it is known that a third party has accessed the registration data, CLOZER must be immediately notified to that effect by e-mail at info@goClozer.com. If the access data of another user is accessed, it is prohibited to log in with that registration data even if that user gives its permission.

The user shall be liable for all negligent caused damages which arise due to misuse of its registration data up to the time when CLOZER is notified.

    1. It is strictly prohibited to publish or send content which violates applicable laws or enables or promotes legal infringements using the services of Clozer.

In particular, it is strictly prohibited to:

      1. set up links to third-party websites/URLs without authorisation;
      2. offer or upload content which infringes third-party rights, particularly copyrights and personal rights, or disparaging or offensive statements;
      3. offer or upload content where that content or its provision violate the provisions of the UK Act on Unfair Competition (Gesetz gegen den unlauteren Wettbewerb);
      4. offer or upload content which glorifies violence, is sexist, pornographic or Nazi-related, endangers young people or is otherwise unlawful;
      5. send spam;
      6. upload or send data which could cause damages to Clozer or third parties (e.g. viruses, Trojan horses); or
      7. offer or upload content which promotes commercial or financial interests other than those contractually described or the interests of a third party.
    1. The user is solely responsible for advertising measures using the Service. It warrants that in its use of the Service it will comply with all statutory requirements, particularly those of data protection law and competition law, as well as contractual requirements.

This Ltdludes the obligation to leave the notice in the Tweet text indicating that the Tweet is an advertisement or ensure that this is sufficiently indicated (see section 4.1). The user undertakes to also indicate this to the deal participants in an appropriate manner.

    1. Through the use of appropriate protective programmes based on the state of the art of technology, the user shall ensure that the content transmitted or provided by it is free of malicious code, such as viruses or Trojan horses.
    2. The user is responsible itself for backing up its data.
    3. The user is obliged to properly indicate the provider of its Internet or online presence (site legal notice.
    4. The user must check at its own responsibility whether it must comply, due to or as a result of the use of the Service, with any laws, regulations or other provisions of a state or country which are applicable to it and ensure that it complies with such provisions.
    5. At its own responsibility, the user must comply with the current contractual terms and conditions and requirements of the social networks selected by it in connection with the Service.
  1. Indemnification
    1. The user warrants that all measures and content that fall within the scope of its duties and responsibilities in connection with the use of the Service, particularly content of third parties, does not violate any applicable laws, particularly third-party rights.
    2. If, in this context, claims are nevertheless asserted against CLOZER, the user shall indemnify CLOZER against all third-party claims. The user shall also compensate CLOZER for any damages or expenses Ltdurred in this context. This particularly applies to compensation for the costs of a defence against the asserted claim (e.g. court costs and lawyer’s fees). The above-mentioned indemnification obligation particularly applies to violations of sections 4.5 and 4.6 (sufficient rights), 8.2 (lawful content), 8.3 (legal and contractual requirements), 8.4 (malicious code) and 8.7 (mandatory requirements of other legal systems).
    3. CLOZER shall inform the user of any assertion of such claims. The user shall support CLOZER in defending against these claims to the best of its ability. If the user fails to fulfil this obligation within a reasonable time limit to be set by CLOZER, CLOZER shall have the right to deal with the attack by the third party according to its own reasonable discretion, taking into account the circumstances and legal situation faced by it. The costs for the defence against the claims shall be borne by the user, in the event that it subsequently transpires that the settlement of the matter is unfavourable as a result of information not provided by the user.
  2. Rights of use
    1. The user acknowledges that both the website and the content of Clozer or third parties presented and accessible on it are protected by rights for the protection of intellectual property (industrial property rights), particularly copyrights. The user does not have the right to use content of Clozer or third parties made available within the framework of the website or, in particular, presented on the website over and above the objective of the contract, in particular to copy it, entirely or partially, store it or process it and/or pass it on, unless this is done with the explicit prior written permission of CLOZER.
    2. In particular, without the prior written consent of CLOZER the user is not permitted:
      1. to integrate or otherwise present the website and/or the Service or parts thereof (particularly content such as graphics or photographs) into/in its own or third-party Internet services through linking or framing;
      2. to integrate or otherwise present the website and/or the Service or parts thereof (particularly content such as graphics or photographs) into/in its own or third-party Internet services through linking or framing;
      3. to offer services on the Internet for a fee or free of charge which relate to the website and/or the Service and which could create the false impression that the through them the user will receive benefits or that the service is provided with the consent of or in cooperation with CLOZER and/or Clozer.
    3. The user transfers to CLOZER, with regard to all the content provided by it, the usage and exploitation rights necessary for the performance of the contract in terms of territory, time and content. This granting of rights covers, in particular, the rights of reproduction, distribution, broadcast and storage, the right to enter into databases and keep available for retrieval and the right of Clozer to make the content publicly available themselves or for third parties commissioned by CLOZER to do so.
    4. CLOZER shall have the right to publish the user or individual content of its deal(s) (e.g. Clozerbutton designs) as a reference on the Clozerweb pages. That right can be revoked by the user with respect to CLOZER by sending an e-mail to info@goClozer.com. CLOZER has the right to use a suitable logo of the user free of charge. It also has the right, in connection with the use of the Service by the user, to refer to itself or Clozeron all information materials and in connection with all measures for the further marketing of the Service, without any claims arising for the user as a result.
    5. After successful registration, the user will be granted a simple, non-transferable right limited to the term of the usage contract to use the website of Clozer and/or the Service for the intended use.
  1. Information concerning the exercise of the right of withdrawal

Right of withdrawal

You have the right to withdraw from this contract within 14 days without giving any reason.

The withdrawal period will expire after 14 days from the day of the conclusion of the contract.

To exercise the right of withdrawal, you must inform us via e-mail address: info@goClozer.com) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not Ltdur any fees as a result of such reimbursement.

If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated us your withdrawal from this contract, in comparison with the full coverage of the contract.

– End of information concerning the exercise of the right of withdrawal –

No cancellation right:
The cancellation right does not exist if, when concluding the legal transaction, you are acting in performance of your commercial or independent professional activities and are therefore to be considered an entrepreneur (§ 14 BGB).

  1. Information on data processing
    1. Without the user’s consent, CLOZER will not use the user’s data for the purposes of advertising, marketing research or opinion polling.
    2. For further information on data collection, processing and use please see the privacy notice, which is available at Privacy Policy.
  2. Liability
    1. CLOZER is not obliged to review the content and information provided by the user for its legal permissibility or correctness. The users are exclusively liable for that information.
    2. CLOZER is not liable for the content of third-party websites, for damages or other disruptions resulting from errors or Ltdompatibility of the Service with the software or hardware of the user or for disruptions or damage resulting from the non-availability or Ltdorrect functioning of the Internet. CLOZER is also not liable for any disruptions or damage suffered by the user in connection with the distribution of the content through the social networks.
    3. In other respects CLOZER shall only be liable for compensation for damages, irrespective of the legal basis, in the event of wilful misconduct, gross negligence or breaches of key contractual obligations due to minor negligence. Key contractual obligations are obligations whose fulfilment is necessary to achieve the objective of the contract.
    4. In the event of a breach of key contractual obligations due to minor negligence, CLOZER’ liability shall be limited to compensation for the foreseeable damages typical for the contract. In particular, indirect damages will not be compensated for.
    5. The above limitations of liability do not apply to culpably caused damages resulting from an injury to life, the body or health.
    6. If links to third-party websites are provided on the web pages of Clozer, no liability will be accepted for their content. CLOZER has no influence on the content of those sites and does not adopt it as its own.
  3. Availability of the Service

CLOZER endeavours to continually develop and improve the Service. In connection with that further development or when maintenance work is being carried out, for limited periods of time downtime may occur for individual or all the systems of Clozer and/or the Service. The availability of Clozer and/or the Service may also be restricted or interrupted by events outside CLOZER’ sphere of influence. CLOZER reserves the right to temporarily restrict access to Clozer and/or the Service at any time, if it is necessary for the correct functioning or security of the systems or to carry out technical measures.

  1. Amendments to the T&C
    1. CLOZER reserves the right to amend these T&C from time to time without giving reasons, unless the change is unreasonable for the user. This would be the case, for example, if the change is related to an already booked paid service and the change would have detrimental effects for the user.
    2. CLOZER shall notify the users of the changes in good time. These changes will be deemed to have been approved if the user fails to object to them in writing within six weeks from the receipt of the change notification (e.g. by e-mail). In the change notification CLOZER will explicitly point out the right of objection and the consequence of failing to object.
    3. Notwithstanding sections 15.1 and 15.2, CLOZER may amend these T&C:
      1. if the change is only advantageous for the user;
      2. if the change is purely technical or is attributable to a system process, unless it has significant consequences for the user;
      3. if CLOZER is obliged to make a change due to mandatory legal requirements, for example in the event of a change in the applicable legal situation;
      4. if CLOZER introduces additional services, unless the existing usage contract will be changed to the user’s detriment as a result.

CLOZER shall inform the users of such amendments to its T&C in an appropriate form (e.g. information on the Clozer website).

  1. Duration of the use of the Service / termination
    1. The usage contract between the user and CLOZER on the use of the Service in the free version has an indefinite term. It can be informally terminated by either Party at any time without giving reasons and without notice.
    2. Paid versions have the term specified in the respective offer (e.g. three months / six months).
    3. The right of extraordinary termination of both parties remains unaffected. In particular, CLOZER shall have a right of extraordinary termination if:
      1. despite a previous reminder and the setting of a reasonable time limit the user continues to default on due payment claims; or
      2. the user violates one of its obligations under sections 3.6 (prohibition to use the Service for the benefit of a third party ), 8.2 (lawful content), 8.3 (legal and contractual requirements) or 8.4 (malicious code). In such a situation, the user shall not have the right to re-register.

If one of the parties terminates the contract by way of extraordinary termination, the performances already rendered by CLOZER must be paid for on a pro rata basis up to the moment of termination, and at least at the price of the basic term for booked paid services, if the user is responsible for the termination. We explicitly reserve the right to assert further claims.

    1. After the end of the contract, the user shall be obliged to immediately and finally remove from its Internet or online presence all the functions and content provided through the Service (e.g. buttons).
  1. Final provisions
    1. By registering, the user declares that it has read these T&C and the Privacy Policy, and agrees to their applicability.
    2. Any additional arrangements or amendments or additions to the contractual relationship must be in writing. This also applies to any waiver of this requirement of written form.
    3. The contractual relationship with the user and all claims stemming from or related to the contract (e.g. also non-contractual claims) are subject to the laws of the England and Wales. The UN Convention on Contracts for the International Sale of Goods does not apply.
    4. If the user is a merchant, a legal person under public law or a public special fund, the place of jurisdiction for all disputes between it and CLOZER stemming from the contractual relationship is the location of CLOZER’ registered office.
    5. The place of performance is the location of CLOZER’ registered office.
    6. In the event of a contradiction between different language versions of these T&C and with regard to interpretation issues, the UK version shall be decisive.
    7. These T&C apply exclusively. Differing, contradictory or supplementary T&C will only form a part of the contract if and to the extent that CLOZER has explicitly agreed to their applicability in writing

Ambassadors program

Clozer Ltd hereby incorporates by reference all terms, conditions rules, policies, and guidelines on the Site, the Terms of Service (the “Terms of Service”). Capitalized terms not defined in this Agreement are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. Your use of the Site after the effective date will signify your acceptance of and agreement to this Referral Program.

Clozer reserves the right to modify or terminate the Referral Program at any time upon 30 days’ notice. 1. Referral Program Terms Clozer will provide each Member (“Referral Participant”) with a referral identifier (“RID”) upon Account registration with Clozer.

Clozer will pay the Referral Participant the specified referral fee upon completion of any Eligible Registration or Eligible Transaction, as such terms are defined below. “Eligible Registration” occurs when a username identified with a Referral Participant’s RID successfully completes Clozer’s Account registration process and Clozer, in our sole discretion, accepts such registration. Account registrations that: (1) are not in good faith, or (2) involve a registrant that has previously registered for an Account with Clozer at any time are NOT Eligible Registrations. “Eligible Transaction” means a bona fide transaction satisfying the requirements set forth on the Referral Program webpages on the Site. The following transactions are NOT Eligible Transactions: (1) any transactions that do not arise from or are not connected with the Referral Participant’s RID; (2) any transactions that involve a Client who previously engaged a Clozer through Clozer; (3) any transactions that arise in connection with a pre-existing relationship between a Client and Clozer; (4) any transactions that arise in connection with a User’s purchase of services for User’s own use or for resale or commercial use of any kind, but not limited to, orders for customers or on behalf of customers or orders for services to be used by User or User’s friends, relatives, or associates in any manner; (5) any transactions that are not a bona fide arm’s length transactions for the purchase of Clozer Services; and (6) any transactions compensated separately under an Clozer affiliate program. Users will be identified and linked to a Referral Participant’s RID if they have accessed the Site via a link tagged with that Referral Participant’s RID. The Referral Participant is solely responsible for ensuring that links to the Site are correctly tagged with the RID Clozer has provided to that Referral Participant. 2. Referral Fees and Payment We will pay a Referral Participant a “Referral Fee” for each Eligible Registration and for each Eligible Transaction. Please refer to the Site for the current Referral Fees. Clozer will track Eligible Registrations and Eligible Transactions and will make available to you reports summarizing such activity. The form, content, and frequency of the reports may vary from time to time in Clozer’s sole discretion. Except as otherwise provided in this Referral Program or on the Site, Clozer will pay you Referral Fees that are owed, less any taxes or other amounts that Clozer is required by law to withhold, within 30 days of each Eligible Registration and immediately upon payment of each Eligible Transaction. Payments will be made directly into your Client Escrow Account or Clozer Escrow Account, as applicable. All amounts will be paid in US dollars. Clozer reserves the right to investigate any suspicious, unprofessional, or inappropriate registration or transactional activity. Clozer also reserves the right to delay payment of any Referral Fees, in our sole discretion, while we conduct an investigation of such activity. If Clozer, in our sole discretion, concludes that a particular registration or transaction was deceptive or did not qualify as an Eligible Registration or Eligible Transaction, respectively, you agree that Clozer will not be obligated to pay any Referral Fees for such registration or transaction. If a service or registration upon which you have already been paid a Referral Fee is later charged back, cancelled within 30 days, breached, repudiated, or rejected by a Client or Clozer after payment and Clozer is forced to remit fees, you irrevocably authorize and instruct EEC to release funds in the amount of the Referral Fee related thereto from your Client Escrow Account or Clozer Escrow Account, as applicable and pay such funds to Clozer. 3. Contacting Us If you wish to report a violation of the Terms of Service, have any questions, or need assistance, please contact Customer Support as follows: Web Support: http://www.Clozer.com/service Email: support@Clozer.com Phone: 1-877-4-CLOZER (1-877-435-2623) (Monday 12:01 a.m. through Friday 12:00 a.m. Midnight Pacific Time) Online Help Topics: http://www.Clozer.com/help

PRIVACY POLICY

 

  1. Provider

CLOZER takes the protection of your personal data very seriously and complies with the applicable data protection regulations. The following declaration provides an overview of how we guarantee this protection and what kind of data is collected for what purpose.

  1. Personal data

Personal data is only collected, processed and used as described below in the course of its use by Clozer. Personal data is any individual information about the personal or material circumstances of a specified or identifiable natural person (excluded: legal entities, such as e.g. a Ltd. or Ltd.). Personal data primarily Ltdludes details such as a person’s name, postal address, e-mail address or professional circumstance.

  1. Collection, processing and use of personal data

When you access GoClozer.com hereinafter collectively referred to as “Websites”), CLOZER will automatically collect information which your browser transmits to us, and save this in its Server Log Files (regardless of whether you are registered with Clozer or not). Namely:

  • referrer URL (last visited website);
  • host name of the computer used to access the website (IP address);
  • time of server request;
  • pages visited within www.goclozer.com
  • name of downloaded files and/or information
  • amount of data transmitted
  • operating system and information about the internet browser of the computer used to access the website;
  • http status code (e.g. “Request successful” or “Requested file not found”).

When you use Clozer functions to post on social networks, CLOZER will also collect and store the following additional data:

  • posted text;
  • link to the post;
  • name of the network used;
  • unique ID of the user making the post on the network used;
  • date of post.

It is irrelevant whether the Clozer functions are used directly via CLOZER’s own Websites, or by Ltdorporating a deal on the customer’s website.

During each posting session on social networks, CLOZER will also collect and store the following data, purely temporarily:

  • access information (so-called tokens) for posts on the selected social network;
  • access information (so-called tokens) for viewing the user’s last posted links on the selected social network;
  • the date the Clozer functions were used.

When you register on Clozer websites, CLOZER will also collect and store the following data:

  • e-mail address;
  • your chosen password (in encrypted form).

When you use chargeable functions on Clozer websites, CLOZER will collect and store the following additional data:

  • billing information (products purchased, prices, date of purchase).

CLOZER will only use this data to enable you to access Clozer’s services, and for the purpose of managing the contractual relationship between you and CLOZER.

All data is stored on servers located within Europe which are properly supervised and monitored by CLOZER.

As a result of the connection to various social networks which is absolutely necessary for the Service, certain data may also be transmitted to countries outside of Europe (EEA), particularly to the USA (for example Facebook, Twitter) and Russia (VKontakte) (see also Point 7).

  1. Payment details

If you use chargeable Service upgrades, your payment details will be forwarded to the relevant payment services provider for processing (e.g. Paypal). These partner companies have their own data protection policies. We encourage you to read these policies thoroughly before using the Service, and check that you agree with them. To enable payments to be processed and invoiced when the upgrades are automatically renewed, partner companies store references to payment details (these are primarily e-mail addresses, status information and so-called tokens as a reference to payments via the partner company). The actual payment details (credit card and bank details) do not pass through CLOZER’s servers and systems.

  1. Cookies

The Websites use so-called cookies in several places. These help make our service more user-friendly, effective and secure, among other things. Cookies are textual information which a website transmits to the cookie file of the browser on your computer hard drive or other end device, so that the website can remember who you are, among other things. A cookie typically contains the name of the domain from which the cookie originates, the cookies’ “lifetime” and a value, usually a unique, randomly generated number. The Clozer websites use the following types of cookies:

Session cookies: these are temporary cookies which remain in your browser’s cookie file until you leave the website. Session cookies allow you to be identified for the duration of your visit. This information will not be stored once you have left the website.

Browser cookies: these remain in your browser’s cookie file for longer. How long depends on the “lifetime” of the particular cookie. This may be indefinitely or until its deletion on a specific end date. The reason for using these permanent cookies is to track the provision of services. Permanent cookies do not contain any personal data. Your name, IP address, etc., are not stored.

If you do not wish to accept our cookies, you can reject them and deny access to previously stored information, by adjusting your web browser settings accordingly. The settings within your web browser enabling you to do this differ from browser to browser, but can generally be found under “Data Protection” or “Cookies” within your browser’s “Internet Options” or “Properties” menu. If you need help turning off cookies, you should refer to your browser’s “Help” menu. Please note, however, that you may be unable to use the Clozer functions properly if cookies are switched off.

  1. Google Analytics

The Websites use Google Analytics, a web analysis service provided by Google Ltd. (“Google”). Google Analytics also uses cookies (see description in Point 5), which allow your use of the website to be analysed. The information generated by the cookie about your use of this website will usually be transmitted to a Google server in the USA, where it is stored. IP anonymisation has been activated on this website, so that Google abbreviates the user’s IP address in advance within Member States of the European Union or in other States party to the Agreement on the European Economic Area. Only in exceptional cases is the full IP address transmitted to a Google server in the USA and abbreviated there. Google will use this information on behalf of CLOZER, to evaluate your use of the website, to compile reports about the website activities, and to provide CLOZER with other services related to the use of the website and the internet. The IP address transmitted from your browser within the framework of Google Analytics will not be associated with any other Google data.

You can prevent the storage of the cookies by adjusting your browser software accordingly; we would point out, however, that you may be unable to fully use all the functions of this website in this case. You can also prevent Google from collecting and processing the data generated by the cookie and related to your use of the website (your IP address) by downloading and installing the browser plug-in available from the following link: http://tools.google.com/dlpage/gaoptout?hl=de.

CLOZER does not share its users’ personal data with the social networks involved – except for the information stated below. In order to implement the Clozer functions, it is, however, necessary for CLOZER to transmit the following data to the social networks:

  • user’s unique identification on the social network (so-called User ID);
  • links to and posts regarding deals used by the user.

If you do not agree to this, you should not use the Service.

  1. Changes to this data protection policy.

CLOZER reserves the right to adapt its security and data protection measures, provided this is necessary as a result of technical or legal developments. In these cases, we will also update our data protection information accordingly. Please make sure, therefore, that you always use the latest version of our data protection declaration.

  1. Questions and contact

If you have any questions regarding the collection, processing or use of your personal data, or to request the disclosure, correction, blocking or deletion of data, please contact shanice@goclozer.com

TERMS OF $50,000 GUARANTEE 

All companies must answer our guarantee questionnaire honestly and to the best of their abilities to qualify for the guarantee. Clozer reserves the right to withhold the guarantee at any time due to misrepresentation.

The following things must happen within 12 months for the guarantee to be valid:

    1. A one hour on-boarding call with a member of the Clozer team
    2. Monthly membership must be paid on time

Terms & Conditions

User Agreement Effective Date: November 5, 2015

This User Agreement (this “Agreement”) explains the terms under which you are allowed to use the GoClozer.com website and any web or mobile services or applications (collectively, the “Site”) offered by Clozer, Ltd. (“Clozer”) and our subsidiaries, without limitation, Clozer Escrow Corporation (“EEC”). This Agreement is a part of and by reference all the Terms of Service linked from www.goclozer.com/legals including all Site information referenced or linked therein (the “Terms of Service”).

Your use of the Site after the effective date will signify that you have read, understand, accept, and agreed to be bound and are bound by this Agreement for yourself and on behalf of any Member for whom you use the Site, and you represent that you have the authority to do so. To the extent permitted by applicable law, we may modify this Agreement with prospective effect without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site, unless a later date is otherwise stated in the revised Agreement. Please check the Site often for updates. Capitalized terms not defined in this Agreement are defined in the other Terms of Service or have the meanings given such terms on the Site.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN A JURY TRIAL OR CLASS ACTION. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION.

  1. Overview

The Site is a venue where our Members use both our marketplace and our platform for online services. Clients and Clozers become Members when they open Clozer Accounts pursuant to the Account Agreement. As Members, they use the Site directory and Clozer Services board functions to advertise, locate, introduce themselves to each other, screen and select each other, negotiate Engagement terms, and enter into Member Contracts between each other. Once two Members enter into a Member Contract, they use the Site to collaborate, communicate about, and invoice and pay for the Engagement.

  1. Relationship between Client and Sales Professional

Member Contract Client and Clozer acknowledge and agree that when Clozer accepts an Engagement awarded by Client, Client and Clozer will be deemed to have entered into a “Member Contract” comprising the following agreements: (1) those Relationship Agreements applicable to the Engagement as described in the next subsection titled “Relationship Agreements”; (2) the remaining Terms of Service (other than the Relationship Agreements); (3) the Engagement terms awarded and accepted on the Site, to the extent not with the Mandatory Terms (defined below); and (4) any other contractual provisions accepted by both Client and Clozer and uploaded to the Site, to the extent not with the Mandatory Terms. Relationship Agreements 1 The “Terms of Service” this User Agreement, the Account Agreement, Independent Contractor Services Agreement, Fixed Price Escrow Instructions, Hourly and Miscellaneous Payment Agreement with Escrow Instructions, Payroll Services Agreement, Refund and Cancellation Policy, Fixed Price Dispute Resolution Policy, Hourly Dispute Resolution Policy, Site Usage Policy, Client Engagement Posting Policy, ClozerMemberships, Proposals and Fulfillment Policy, Referral Program, Mark Use Guidelines, Copyright and Other Infringing Content Policy, Cookie Policy, and Privacy Policy. Different sections of the Terms of Service are hyperlinked throughout this Agreement for your convenience. The following four parts of the Terms of Service are called “Relationship Agreements”:

(1) Independent Contractor Services Agreement;

(2) Fixed Price Escrow Instructions;

(3) Hourly and Miscellaneous Payment Agreement with Escrow Instructions; and

(4) Payroll Services Agreement. Different Relationship Agreements apply to a Member Contract, depending on which type of relationship and compensation Client and choose, as follows: Independent

  1. Contractor Relationships

If a Client and a enter into an independent contractor relationship, then the Independent Contractor Services Agreement applies. In addition, Client and in an independent contractor relationship must choose either fixed price or hourly compensation, and that choice determines the agreement that governs their payment mechanism as follows: Fixed Price Engagements. If Client and enter into an independent contractor relationship and choose fixed price compensation, then Client and agree that they will be bound by, and EEC will follow, the Fixed Price Escrow Instructions. Hourly Engagements and/or Miscellaneous Payments. If Client enter into an independent contractor relationship and choose hourly compensation, and/or, if the Client makes miscellaneous payments to the, then Client and agree that they will be bound by, and EEC will follow, the Hourly and Miscellaneous Payment Agreement with Escrow Instructions. Employment Relationships If a Client and a Clozer enter into an employment relationship, then the Client agree that the Payroll Services Agreement and the Hourly and Miscellaneous Payment Agreement with Escrow Instructions both apply. Mandatory Terms A Member Contract may modify only certain provisions of the Terms of Service as follows: Independent Contractor Services Agreement A Member Contract may modify the Independent Contractor Services Agreement to the extent any Client and Clozer agree to contrary Engagement terms or contractual provisions and record their agreement on the Site in accordance with the Terms of Service. Refund and Cancellation Policy; Dispute Resolution Policies A Member Contract may modify the Refund and Cancellation Policy and the Dispute Resolution Policies referenced therein to the extent a Private Talent Cloud Client and Clozer agree to contrary Engagement terms or other contractual provisions and record their agreement on the Site in accordance with the Terms of Service. Except as expressly permitted in the foregoing provisions of this subsection titled “Mandatory Terms,” all other provisions of the Terms of Service may not be modified and are called “Mandatory Terms.” Any purported modification to the Mandatory Terms will be null and void. Order of Precedence If there are any conflicts in the various terms of the Member Contract, those conflicts will be resolved in the order of precedence stated in: (1) the Independent Contractor Services Agreement for an independent contractor relationship; or (2) the Payroll Services Agreement for an employment relationship.

  1. Relationship with Clozer

Not a Party to Engagements Clozer is not a party to the dealings between Client and FreClozerr, posts, proposals, screening selection contracting, provision of Clozer Services, and payment for an Engagement. Clozer does not introduce Clozer to Clients or help Clozer find Engagements. Clozer merely makes the Site Services available to enable Clozerrs to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Clozer for themselves. Clozer may sort Engagement proposals to enable Clients to more easily navigate and choose which to contact. Clozer does not direct, has no control over, makes no representations, and does not guarantee the quality, safety, or legality of Clozer Services; the truth or accuracy of Engagement listings; the qualifications, background, or identities of Members; the ability of Clozer to deliver Services; the ability of Clients to pay for Clozer Services; or that a Client or Clozer can or will complete a transaction. Clozer is not required to and may not verify any information given to us by or Clients, nor does Clozer perform background checks on Clozer or Clients.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT CLOZER MAY PROVIDE INFORMATION ABOUT A CLOZER OR CLIENT, SUCH AS A STRENGTH OR RISK SCORE, GEOGRAPHICAL LOCATION, OR VERIFICATION OF IDENTITY OR CREDENTIALS. HOWEVER, SUCH INFORMATION IS BASED SOLELY ON DATA THAT CLOZER OR CLIENT SUBMITS TO CLOZER, AND CLOZER PROVIDES SUCH INFORMATION SOLELY FOR THE CONVENIENCE OF MEMBERS AND IS NOT AN INTRODUCTION, ENDORSEMENT, OR RECOMMENDATION BY CLOZER.

Third-Party Beneficiary of Member Contract Client and Clozer appoints Clozer as a third-party beneficiary of their Member Contract for purposes of enforcing any obligations owed to, and any benefits conferred on, Clozer by the Member Contract. Client and Clozer further agree that Clozer has the right to take such actions with respect to their Accounts, without limitation, suspension, closure, or legal actions, as Clozer, in our sole discretion, deems necessary to enforce our rights as a third-party beneficiary under the Member Contract. No Agency, Partnership, or Joint Venture This Agreement and any registration for or use of the Site will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between you and Clozer, except and solely to the extent expressly stated in the Terms of Service. Records of Compliance Client and Clozer will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement and any Member Contract, Ltdluding, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to Clozer upon request. Nothing in this subsection will be construed as requiring Clozer to supervise or monitor Clozer Services or a Member’s compliance with this Agreement, the other Terms of Service, or a Member Contract.

  1. Fees Payable

No fees shall be incurred by the client until the sales professional closes the deal. The deal is defined as closed when the client the sales professional has been interacting with requests an invoice and either verbally or in written form consents to buy from the seller the sales professional is representing.

When a Client pays a Sales Professional funds related to an Engagement are otherwise released to a Clozer as required by the applicable Escrow Instructions, credits the Sales Professionals Escrow Account and then deducts a Service Fee that Clozer earns and Cloze agrees to pay Clozer for creating, hosting, maintaining, and providing the Site Services.

The Service Fee is described here.

No Fee for Introducing or For Finding Engagements Clozer does not introduce Clients to Clozer and does not help Clozer find Engagements. Clozer merely makes the Site Services available to enable Clozer to do so themselves. Therefore, Clozer does not charge a fee when a Clozer finds a suitable Client or finds an Engagement. However, Client and a Clozer are obligated to use the Site to pay and receive payment for the Clozer Services if they identified each other through the Site, as detailed in section 5 titled “Non-Circumvention” below. Membership Fee Clozer may subscribe to different levels of participation and privileges on the Site by payment of subscription fees as described here and subject to the Clozer Memberships, Proposals & Fulfillment Policy. Other Fees Clozer may offer additional features, such as featured posts or verification features, for additional fees. Such features and fees are described in detail here. EEC may also charge Escrow Fees as described in the Account Agreement and to the extent permitted by applicable law. 5. Non-Circumvention You acknowledge and agree that a substantial portion of the compensation Clozer receives for making the Site available to you is the Service Fee described in the subsection titled “Service Fee” in section 4 above.

You further acknowledge and agree that Clozer only collects this Service Fee when a Client and a Clozer pay and receive payment through the Site. Therefore, in consideration for our making the Site available to you, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for any services directly or indirectly provided to or received from that party or arising out of your relationship with that party (the “Clozer Relationship”). You may opt-out of this obligation only if Client, prospective Client, or Clozer pays Clozer an “Opt-Out Fee” computed to be the greater of the following amounts: 1. $2,500; or 2. 15% of the cost to the Client or prospective Client of the services to be provided in the Clozer Relationship during the Non-Circumvention Period, as estimated in good faith by the Client or prospective Client; or 3. all Service Fees that would be earned by Clozer from the Clozer Relationship during the Non Circumvention Period, computed based on the annualized amount earned by Clozer from Client during the most recent normalized 8-week period or during such shorter period as data is available to Clozer; and, in any case, plus interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client or prospective Client first makes payment to the subject Clozer until the date the Opt-Out Fee is paid. To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@Clozer.com. in addition, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not: • Submit proposals or solicit parties identified through the Site to contact, engage, or pay outside the Site. • Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.

Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client (or prospective Client) and Free Clozer. You agree to notify Clozer immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a report to Clozer by sending an email message to policy@Clozer.com, which report will be kept confidential to the extent practicable. 6. Site License Subject to and conditioned on your compliance with this Agreement, the other Terms of Service, and the other Site Policies, Clozer grants you a limited license to access and, if you are a Member, to use the Site for the purpose of ordering and receiving the Site Services available and authorized from the Site. You must not access or use the Site or Site Services for any reasons that are in competition with Clozer. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site in any way for any public or commercial purpose without prior written consent of Clozer or the rights holder. You must not use any content of the Site on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site except as permitted in writing by Clozer. You must not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by applicable law. The Site and any portion of the Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Clozer. Clozer and our licensors retain all of their respective right, title, and interest in and to all patent rights, inventions, copyrights, knowhow, and trade secrets relating to the Site. Clozer’s logos and name are trademarks of Clozer and are subject to our Mark Use Guidelines. All other product names, company names, marks, logos, and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Clozer’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

User Content License

When you post User Content on the Site, you represent and warrant that you have the right, power, and authority to post that content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Clozer may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment. You retain all your ownership rights in any User Content you post on Clozer. You also grant to Clozer and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and Clozer’s (and our successors’ and Affiliates’) business, Ltdluding, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display, and perform such User Content, only to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service. Notwithstanding the foregoing paragraph, Clozer will only use or disclose User Content you post to any Workroom or other non-public area of the Site to the extent necessary to provide Site Services to you. The above licenses granted by you will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Clozer and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display, distribute, or perform, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law. You may submit comments or ideas about the Site, without limitation, about how to improve the Site or our products (collectively, “Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Clozer under any fiduciary or other obligation, that the Ideas do not contain the confidential or proprietary information of third parties, and that we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission of any Idea, Clozer does not waive any rights to use similar or related ideas known or developed by Clozer or obtained from sources other than you. 8. Unauthorized Access and Use; Site Interference; Malicious Software The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audio visual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Clozer and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, , without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products, or services. Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, aesthetic disruptions or distortions, the operation of, or to allow you or any other person to access, or damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations of or on, the Site or any other software, firmware, hardware, computer system, or network of Clozer or any third party. Further information regarding other prohibited conduct can be found in the Site Usage Policy. 9. Third-Party Content Directory of Clozer The Site contains a directory of Clozerrs. The directory is populated with information from third-party sources, from Clozer themselves, and from other Members. Clozer provides this directory as a convenience and does not confirm or verify the information contained in it. Third-Party Verification The Site makes available various services provided by third parties to verify a Member’s credentials, provide testing services, and provide information. Any information or content expressed or made available by these third parties or any other Members is that of the respective author(s) or distributor(s) and not of Clozer. Clozer neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than authorized Clozer employees acting in their official capacities. Links and Applications The Site may contain links to Third-Party Sites. The Site may also contain applications that allow you to access Third-Party Sites via the Site. Such Third-Party Sites are owned and operated by the third parties and/or their licensors. Your access and use of Third-Party Sites, online communication services such as chat, email, and calls, will be governed by the terms and policies of the applicable Third-Party Sites. You acknowledge and agree that Clozer is not responsible or liable for: (i) the availability or accuracy of Third-Party Sites; or (ii) the content, advertising, or products on or available from Third-Party Sites. You are responsible for deciding if you want to access a Third-Party Site by clicking on a link or installing an application. The Ltdlusion of any link or application on the Site does not imply that we endorse the linked Third-Party Site or application. You use the links and these services at your own risk and agree that your use of an application via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

  1. Certain Disclaimers, Limitations, and Exclusions

You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Clozer’s part to store, backup, retain, or grant access to any information or data for any period. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk. Clozer is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, Ltdluding, but not limited to: • your use of or your inability to use the Site or Site Services; • delays or disruptions in the Site or Site Services; • viruses or other malicious software obtained by accessing, or linking to, the Site or Site Services; • glitches, bugs, errors, or inaccuracies of any kind in the Site or Site Services; • damage to your hardware device from the use of the Site or Site Services; • the content, actions, or inactions of third parties’ use of the Site or Site Services; • a suspension or other action taken with respect to your account; • your reliance on the quality, accuracy, or reliability of Engagement postings, Clozerprofiles, ratings, recommendations, and feedback (their content, order, and display), or metrics found on, used on, or made available through the Site; or • your need to modify practices, content, or behavior or your loss of or inability to do business as a result of changes to the Terms of Service.

  1. Warranty Disclaimer

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE, OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE DISCLAIM ALL AND MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY, OR RELIABILITY OF ANY THIRD-PARTY, THE CLOZER SERVICES, OR THE ACCURACY OF THE POSTINGS MADE ON THE SITE BY ANY THIRD-PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 12. Limitation of Liability IN THE EVENT OF A DISPUTE BETWEEN YOU AND CLOZER AND/OR AN AFFILIATE, NEITHER YOU NOR CLOZER, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, LTDIDENTAL, OR PUNITIVE DAMAGES, LTDLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF LIABILITY IS FOUND, THE LIABILITY OF CLOZER, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY CLOZER WITH RESPECT TO MEMBER CONTRACTS OF WHICH USER WAS A PARTY AS A CLIENT OR CLOZERDURING THE TWELVE-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR WHETHER IN CONTRACT, TORT (NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LTDIDENTAL AND CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

  1. Release

In addition to the recognition that Clozer is not a party to any contract between Client and Clozer, you hereby release Clozer, our Affiliates, and our respective officers, directors, employees, attorneys, agents, subsidiaries, joint ventures, and our and their respective successors and assigns from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another Member, whether it be at law or in equity. This release for example and without limitation, any disputes regarding the provision, functions, and quality of the Clozer Services provided to Client by a Clozer and requests for refunds based upon Disputes. Procedures regarding the handling of certain Disputes between Members are discussed below in section

This release will not apply to a claim that Clozer failed to meet our obligations under this Agreement and the other Terms of Service.

  1. Indemnity

You agree to defend, hold harmless, and indemnify Clozer, our Affiliates, our and their respective officers, directors, employees, attorneys, agents, joint ventures, and our and their respective successors and assigns (each such party an “Indemnified Party”) from and against any and all losses, costs, expenses, damages, and other liabilities (reasonable attorneys’ fees and costs) by an Indemnified Party arising from or related to any cause of action, claim, suit, proceeding, demand, or action brought by a third-party against an Indemnified Party in connection with your use of the Site Services, Ltdluding: (a) any payment obligations Ltdurred through use of the Site Services; (b) any allegation of any infringement, misappropriation, or other violation of any Intellectual Property Rights by you or your agents, by any Work Product provided by you or your agents; (c) your: (i) use of the Site; (ii) decision to supply credit or other information via the Site, financial information; (iii) decision to submit postings and accept offers from other Members; (iv) breach of any provision of this Agreement or the other Terms of Service; (v) dispute of or failure to pay any invoice or make any other payment; (vi) obligations to a FreClozerr, payment obligations; (d) any breach of contract or other claims made by Members with which you conducted business through the Site; (e) any liability arising from the tax treatment of payments made or receive through the Site Services or any portion thereof; (f) anything which the Indemnified Party may do or refrain from doing in connection with this Agreement and the Terms of Service, Ltdluding, but not limited to, all costs Ltdurred in conjunction with any interpleader which EEC may enter into regarding an Escrow Account; or (g) monies deposited under the Account Agreement or for any interest upon any such monies. The foregoing indemnity will Ltdlude, without limitation, such cause of action, claim, suit, proceeding, demand, or action arising out of the negligence of any Indemnified Party; provided that the foregoing indemnification will not extend to the gross negligence or willful misconduct of an Indemnified Party.

  1. Agreement Term

Termination and Suspension This Agreement will become effective upon your first visit to the Site and will remain in effect for the duration of your use of the Site. Unless both you and Clozer agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice, except as otherwise provided below. If you are using Clozer Payroll Services, you must legally terminate your relationship with Client or FreClozerr, as applicable, before terminating this Agreement. In the event you or we properly terminate this Agreement, your right to use the Site is automatically revoked, and we will close your Account; however, upon our election, (i) if you have any open Engagements when you terminate this Agreement you will continue to be bound by this Agreement until all such Engagements have closed on the Site; (ii) Clozer will continue to perform those Clozer Services necessary to complete any open Engagement or related transaction between you and another Member; and (iii) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to Clozer for any Site Services and to any Clozer for any Clozer Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any Member with whom you have entered into a Member Contract, or Clozer from any obligations Ltdurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Upon any termination of a Team Account, Clozer may close any or all related Accounts. Without limiting Clozer’s other remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement or other Terms of Service; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe, in our sole discretion, that your actions may cause legal liability for you, our Members, or Clozer or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. Once your Account is suspended or closed, you must not continue to use the Site under the same Account or a different Account or reregister under a new Account without Clozer’s prior written consent. Without limiting Clozer’s other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Clozer or our Affiliates under this Agreement, you must pay Clozer for all fees owed to Clozer and our Affiliates and reimburse Clozer for all losses and costs (any and all time Ltdurred by employees of Clozer or our Affiliates) and reasonable expenses (attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. Except as otherwise required by applicable law, we will notify you if we suspend or close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Members, both yourself and other Members who have entered into Member Contracts with you. You therefore agree as follows: IF CLOZER DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, CLOZER HAS THE RIGHT, BUT NOT THE OBLIGATION, TO (1) NOTIFY OTHER MEMBERS THAT HAVE ENTERED INTO MEMBER CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (2) PROVIDE THOSE MEMBERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE. When your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable, Clozer will retain this information along with all your previous posts and proposals for a period of one year from the date of closure to give you ample time to institute an appeal of our decision through the process described in the subsection titled “Disputes with Clozer” in section 16 below. If you appeal our decision through that process within one year, Clozer will retain your information until such dispute is resolved. If you fail to appeal our decision within one year, Clozer may delete your information, data, messages, files, and other material you keep on the Site. The following will all survive termination of this Agreement for any reason: (a) those terms of this Agreement that by their nature are intended to survive this Agreement; and (b) the Account Agreement, the applicable Escrow Instructions, the Payroll Services Agreement, the Refund and Cancellation Policy, and the applicable Dispute Resolution Policies. 16. Cancellations, Refunds, and Disputes; Mandatory Binding Arbitration and Class Action/Jury Trial Waiver To cancel an Engagement, issue or request a refund, or initiate a Dispute with a Member (other than a dispute involving feedback), please see the following policies as applicable: the Refund and Cancellation Policy, the Fixed Price Dispute Resolution Policy, or the Hourly Dispute Resolution Policy. For a Dispute involving feedback, you must follow the section titled “Rating and Feedback System” in the Site Usage Policy. For a dispute between you and Clozer or any of our Affiliates, see below. Disputes with Clozer If a dispute arises between you and Clozer or any of our Affiliates, our goal is to resolve the dispute quickly and cost effectively. Accordingly, you, Clozer, and our Affiliates agree that we will resolve any claim or controversy at law or in equity that arises between you and Clozer or our Affiliates out of or relating to this Agreement or the Clozer Services (a “Claim”) in accordance with this section titled “Disputes with Clozer.” Law and Forum for Disputes This Agreement and any Claim, Ltdluding, without limitation, any dispute relating to a Member Contract, will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Clozer located within the United States will be governed by the law of the state in which such Clozer resides or is legally organized. You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.” Informal Dispute Resolution Before serving a demand for arbitration of a Claim, or otherwise seeking injunctive or other equitable relief in a court of law as expressly permitted in this Agreement, you agree to first notify Clozer of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 (the “Notice”) and seek informal resolution of the Claim. The Notice must your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Clozer will have 60 days from the date of our receipt of the Notice to informally resolve the Claim, which, if successful, will avoid the need for further action. Mandatory Binding Arbitration and Class Action/Jury Trial Waiver (Does Not Apply to Clozer Located Outside the United States and Its Territories) This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all Visitors and Members, except Clozer located outside of the United States and its territories. In the unlikely event that Clozer is unable to resolve a Claim within 60 days of our receipt of the Notice, you, Clozer, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com. A. Scope of Arbitration Agreement and Conduct of Arbitration. Arbitration as provided in this Arbitration Provision is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

The contractual relationship with the user and all claims stemming from or related to the contract (e.g. also non-contractual claims) are subject to the laws of the England and Wales. The UN Convention on Contracts for the International Sale of Goods does not apply.

  1. Miscellaneous Terms and Conditions

You are responsible for compliance with applicable foreign, federal, state, and local laws, keeping in mind that access to the contents of the Site may not be permitted under the laws of certain countries. Clozer will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of Clozer. No delay or omission by Clozer in exercising our rights or remedies will impair our rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. You will not transfer, assign, or delegate your rights or obligations (your Account) under this Agreement to anyone without the prior express written consent of Clozer, and any attempt to do so will be null and void. Clozer may assign this Agreement in our sole discretion. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties. If an arbitrator or court of competent jurisdiction deems any provision of this Agreement invalid, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement (except as noted in section 16 above), which will remain in full force and effect. The Site is controlled and operated from our facilities in the United States. Clozer makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States federal, state, and local laws and regulations, Ltdluding, but not limited to, export and import regulations, the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, services or software. You may not use or access the Site if you are (i) a resident of, or legally organized under the laws of, a country or geographic area embargoed by the United States; (ii) subject to United States economic sanctions that prohibit your use of or access to the Site; or (iii) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States. The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law, or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay but in no event longer than 60 days. The English language version of this Agreement will be controlling in all respects and will prevail in case of any with translated versions, if any. The section headings in this Agreement are for ease of reference only and have no binding effect. This Agreement, together with the other Terms of Service and the Site Policies, comprise the entire agreement between you and Clozer with respect to the use of the Site and supersede all prior agreements between you and us, written or oral, regarding the subject matter contained herein and therein as well as any conflicting or terms in any website(s) that link to or are linked from the Site. This Agreement will be displayed in a PDF version and for convenience may be displayed in both PDF and HTML versions. In the event of any Ltdonsistency between such versions, the PDF version will govern. 20. Definitions As used in this Agreement and the other Terms of Service, the following terms have the meanings given below, unless otherwise defined or required in context: “Account” means the Clozer account you open when you register to become a Member and use the Site Services, all Team Accounts added to that Account. “Account Agreement” means the Account agreement that governs your Account, Escrow Accounts, and related Site Services, the Escrow Services, and is part of and Ltdorporates by reference all terms, conditions, rules, policies, and guidelines on the Site, the Escrow Instructions and other Terms of Service. “Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Clozer. “Business Day” means a day on which the headquarters office of Clozer is open for normal business. “Client” means a Member that investigates and purchases Clozer Services or identifies a Clozer through the Site. “Deliverable” means any Work Product (as defined in the Independent Contractor Services Agreement) identified as a deliverable in the Member Contract. “Dispute,” if capitalized, means any dispute between Members where one or the other has the right to submit a Dispute Notice Form via the Site pursuant to the Refund and Cancellation Policy or an applicable Dispute Resolution Policy. The use of the un-capitalized term “dispute” anywhere on the Site refers to any dispute, whether between Members or with Clozer, those where no Member has filed a Dispute Notice Form via the Site. “Dispute Notice” or

  1. Refund and Cancellation Policy

This Refund and Cancellation Policy (this “Policy”) Ltdorporates all terms, conditions, rules, policies, and guidelines on the Site, the other Terms of Service (the “Terms of Service”). Capitalized terms not defined in this Policy are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. Your use of the Site after the effective date will signify your acceptance of and agreement to this Policy. To the extent permitted by applicable law, we may modify this Policy without prior notice to you, and any revisions to this Policy will take effect when posted on the Site, unless otherwise stated in the revised Policy. Please check the Site often for updates. 1. Introduction To cancel an Engagement or request a refund, you must first submit the Engagement Cancellation Form or the Refund Request Form available in the Workroom. The other party to the Engagement will then have five days (the “Approval Period”) to either approve your request or submit the Dispute Notice Form available in the Workroom. You must then follow the applicable process described below. 2. Engagement Cancellation Form If you submit an Engagement Cancellation Form, the following process will apply: a) If the other party approves your request, then the Engagement is cancelled. b) If the other party submits a Dispute Notice Form during the Approval Period, then you are required to use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type. c) If the other party fails to submit Dispute Notice Form during the Approval Period, then the Engagement will be cancelled and: (i) if the Engagement is a Fixed Price Engagement, funds will be released from the Fixed Price Escrow Account and returned to the applicable Client Escrow Account to the extent of any funded balance and subject to the terms and conditions of the other Terms of Service; (ii) for any remaining balance, and for Hourly Engagements, you are required to use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type; and (iii) Clozer may suspend or cancel the other party’s Account. 3. Refund Request Form Clozer If a Clozer submits a Refund Request Form, the request is deemed approved and Clozer will be deemed to have issued the applicable Refund Escrow Instructions below. Client If a Client submits a Refund Request Form, then the following process will apply: a) If Clozer approves Client’s request for all or part of the requested amount, then Clozer will have issued the applicable Refund Escrow Instruction below. For any unapproved refund balance, Client must use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type. b) If Clozer submits a Dispute Notice Form during the Approval Period, then Clozer and Client are required to follow the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type. c) If Clozer fails to submit a Dispute Notice Form during the Approval Period, then: (i) the request is deemed approved and Clozer will be deemed to have issued the applicable Refund Escrow Instruction below; (ii) for any remaining balance, and for Hourly Engagements, you are required to use the Fixed Price Dispute Resolution Policy or the Hourly Dispute Resolution Policy, depending on the Engagement type; and (iii) Clozer may suspend or cancel the other party’s Account. Previously Paid Engagements Refunds to a Client of amounts previously released to a Clozer are subject to the availability of funds in the applicable Escrow Account. EEC will not remove funds from a Clozer Escrow Account without authorization and instructions from the Clozer. Processing refunds in this case might take up to 10 days. 4. Refund Escrow Instructions By submitting a Refund Request Form or approving a Client’s refund request in whole or in part, Clozer irrevocably authorizes and instructs EEC as follows: a. If the refund request relates to a Fixed Price Engagement and sufficient funds remain in the Fixed Price Escrow Account to cover the amount of the refund requested or approved by Clozer, EEC will release the corresponding amount from the Fixed Price Escrow Account and deposit it in the Client Escrow Account. b. If the refund request relates to a Fixed Price Engagement and there are insufficient funds remaining in the Fixed Price Escrow Account to cover the amount of the refund requested or approved by Clozer, then EEC will release to Client (i) the amount remaining in the Fixed Price Escrow Account; and (ii) the amount of the remaining balance of the refund from the Clozer Escrow Account. If there are insufficient funds available in the Clozer Escrow Account to cover the full balance of the refund request, EEC will only release from the Clozer Escrow Account and deposit into the Client Escrow Account the available funds. c. If the refund request relates to an Hourly Engagement or miscellaneous invoice, then EEC will release the corresponding amount from the Clozer Escrow Account and deposit it in the Client Escrow Account. If there are insufficient funds available in the Clozer Escrow Account to cover the full amount of the refund request, EEC will only release from the Clozer Escrow Account and deposit into the Client Escrow Account the available funds. 5. Other Types of Disputes If you have a complaint involving feedback, you must follow the section titled “Feedback” in section 7 of the Site Usage Policy. If you have entered the Payroll Services Agreement for your Engagement, this Policy does not apply. For a dispute with Clozer, you must follow the section titled “Disputes with Clozer” in section 16 of the User Agreement. 6. Contacting Us If you wish to report a violation of the Terms of Service, have any questions, or need assistance, please contact Customer Support at: Web Support: http://www.Clozer.com/service Email: support@Clozer.com Phone: 1-877-4-CLOZER (1-877-435-2623) (Monday 12:01 a.m. through Friday 12:00 a.m. Midnight Pacific Time) Online Help Topics: http://www.Clozer.com/help

GENERAL TERMS

      1. Provider

GoClozer.com is an online service provided by Clozer.

      1. Description of the service
        1. Following successful registration, through Clozer (hereinafter also referred to as the “Service”) users can connect with deals and sales professionals to close deals.
        2. Clozer provides these users with the possibility of creating their own deals (see section 5) to promote their content and virally distributing them through various social networks (e.g. Twitter, Facebook) so as to draw attention to their content. The user can provide third parties (“deal participants”) with its product free of charge through Clozer and receive as a counter performance a post by the third party concerning that product. Friends and followers of the deal participant will read the post and may then also share it.
      2. Registration
        1. In order to use Clozer it is necessary for the user to register. Registration is carried out exclusively online. Any natural or legal person or partnership can register as a user. Natural persons must be of full age. If the registering person works for a company, he/she gives his/her assurance that he/she has been granted sufficient authorisation by the company. The registering person shall provide proof of the authorisation to CLOZER at its request.
        2. The user is obliged to provide complete and accurate information during the registration process and/or immediately appropriately update the recorded data later in the event of changes (e.g. in the event of a change in its (company) name or contact details). If the user fails to fulfil these obligations, CLOZER shall have the right to refuse the registration or prohibit further use and terminate the contract by way of extraordinary termination.
        3. For the registration, the user must enter its full given name and surname and a valid e mail address. When booking paid versions (see section 5) it must also enter its address and a password selected by it. For security reasons, the password should consist of at least eight characters and contain both letters, numbers and special characters. It is recommended that the user change its password at regular intervals.Before submitting the registration, the user can change or view its data at any time. However, the registration can only be submitted and transmitted if the user accepts these contractual terms and conditions and our privacy notice by clicking on “I have read the Terms of service and accept them.
        1. By completing the registration process, the user submits an offer for the conclusion of a contract on the use of the Service. After successful registration, CLOZER will send the user confirmation e-mail. The purpose of the e-mail is to prevent misuse and it does not constitute acceptance of the user’s offer. CLOZER can accept the user’s offer through the provision of the Service. Only through that acceptance the contract between the user and CLOZER on the use of the Service becomes effective. CLOZER can refuse registration at any time without giving reasons and is not obliged to conclude a contract. CLOZER also reserves the right to refuse the user registration if it has previously breached these terms and conditions, and particularly following termination in accordance with section 16.3.
        2. The registration can also be carried out directly as part of the creation of a deal. The confirmation e-mail will then contain a temporary password with which the user can log in in combination with the e-mail address specified by it. For security reasons, after the first log in the user should replace the temporary password with a password selected by it. Besides the above provisions apply accordingly.
        3. Registered users are authorized to only use the Service for their own benefit, i.e. in particular to only market own content for their own purposes with deals. For example, a service provider (e.g. advertising company) being a registered user is not allowed to create and run deals for the benefit of its customers or business partners. These limitations do not apply if and to the extent CLOZER gave its prior written consent for such a use of the Service. CLOZER has the right to interrupt the execution of deals (also temporarily) if it has sufficient grounds for suspecting a breach of the abovementioned prohibition to use the Service for the benefit of a third party. CLOZER shall immediately notify the user of any such interruption and give it the opportunity to demonstrate the lawfulness of the deal and, if necessary, provide sufficient evidence to that effect if doubts continue to exist. Any further rights of CLOZER, in particular according to section 16.3, remain unaffected.
      1. Submitting a Deal
        1. As a first step, the user can create a sales professional profile and or a company profile. To do this, it must provide the following information:
          1. Name, work history, email
          2. Deal details
          3. product URL (URL for the file, website etc. that the user wants to provide in return for a third party’s post);
        2. After successfully creating the Clozer deal, the user can integrate it into its website, e-mails or other services. Deal participants can then access the offered content if they submit a post on the content in return.
        3. The user is responsible itself for the presentation and marketing of its content. In particular, CLOZER cannot guarantee any positive outcome of deals, such as a certain number of posts or other parameters. CLOZER can provide no guarantee for the permanent availability of all the social networks available to choose from.
        4. There is no protection against competitors, i.e. the user cannot demand that another user which offers the same or similar content not be permitted to use the Service or only be permitted to use it to a limited extent.
        5. The user warrants that it holds the rights to all the content made available through the Service that are necessary for the performance of the contract. This particularly applies to any necessary agreements with collecting societies (e.g. GEMA). The user also warrants that its content does not contain any content such as referred to in section 8.2. The user warrants that if, in provided products or content, content of third parties is also advertised or referred to over which the user has no influence, it has effectively contractually obligated the third parties to comply with the above-mentioned standards. Otherwise, the user shall have to accept responsibility for that content with respect to CLOZER.
        6. Section 4.5 applies accordingly with regard to the Internet or online presence of the user or the Internet or online presence of third parties to which its provided content refers or to which it leads, e.g. via a hyperlink.
        7. CLOZER has no obligation to review the content of the user or third parties or content which is referred to. This particularly applies to its legal permissibility and correctness.
        8. The user must immediately report any legal infringements of which it is notified by e mail to info@goClozer.com
        9. CLOZER can refuse to carry out a deal if, in its justified opinion, it violates applicable laws, applicable case-law, official or court orders, a cease-and-desist declaration made by Clozer or rights of third parties or if publication is unreasonable for CLOZER due to the content or origin or for technical reasons.
        10. CLOZER has the right to interrupt the execution of deals (also temporarily) if it has a justified suspicion that the conditions set out in section 4.9 above are fulfilled, particularly in the event that a third party asserts a claim regarding an infringement of its rights which is not obviously unjustified, for example if a warning has already been issued in a similar case or if investigations are initiated by governmental authorities. The same applies in the event that the user subsequently makes changes to the content provided by it which lead or may lead to a violation under section 4.9. CLOZER shall immediately notify the user of any such interruption and give it the opportunity to demonstrate the lawfulness of the deal and, if necessary, provide sufficient evidence to that effect if doubts continue to exist.
        11. If a deal is rejected or interrupted in accordance with the above paragraphs, if the user has booked paid services it shall nevertheless have to pay the agreed remuneration, unless:
          1. it is not responsible for the rejection or interruption of the deal;
          2. in the event of a rejection or interruption the user can provide sufficient proof that the deal being the subject of the complaint was lawful and there were therefore no grounds for the rejection or interruption by CLOZER.
      1. Duration of deals
        1. The duration of the deals will initially be based on the information provided by the user when it creates the deal (effective/expiry date of the button, see section 4.1). If the user has not specified a duration, the deal will run until the user stops or deletes it.
        2. If an upgrade expires, the deals will initially also continue to run in the basic functions of the free version. If the user then has more than the maximum number of active deals envisaged in the free version, it will be able to pause active deals but not re-activate them as long as the maximum number of active deals is reached or exceeded.
        3.  CLOZER has the right to discontinue deals in the free version without a notification, i.e. also in the situation referred to in section 6.2, after six months have elapsed from the creation of the deal.
      1. Payment terms
        1. The prices for paid versions of the Service are specified exclusively in Pounds Sterling (GBP) and will be settled in GBP through the provided payment systems (see section 7.2), where applicable at the conversion/exchange rate specified therein. CLOZER has no influence on the respective conversion rate.

All prices specified on the Clozer website should be understood as being exclusive of the currently applicable statutory VAT, unless specified otherwise.

        1. The user can only make payments through the payment systems provided by Clozer (e.g. PayPal). It must comply at its own responsibility with the current contractual terms and conditions of use of the payment service provider.
        2. Payment for paid versions (see section 5) shall be due in advance immediately after their provision or the receipt of the booking confirmation, regardless of the respective duration.
      1. User’s obligations
        1. The user shall be obliged to keep its registration data, particularly the password, strictly confidential and refrain from making it available to any third parties.

If there is a suspicion or if it is known that a third party has accessed the registration data, CLOZER must be immediately notified to that effect by e-mail at info@goClozer.com. If the access data of another user is accessed, it is prohibited to log in with that registration data even if that user gives its permission.

The user shall be liable for all negligent caused damages which arise due to misuse of its registration data up to the time when CLOZER is notified.

        1. It is strictly prohibited to publish or send content which violates applicable laws or enables or promotes legal infringements using the services of Clozer.

In particular, it is strictly prohibited to:

          1. set up links to third-party websites/URLs without authorisation;
          2. offer or upload content which infringes third-party rights, particularly copyrights and personal rights, or disparaging or offensive statements;
          3. offer or upload content where that content or its provision violate the provisions of the UK Act on Unfair Competition (Gesetz gegen den unlauteren Wettbewerb);
          4. offer or upload content which glorifies violence, is sexist, pornographic or Nazi-related, endangers young people or is otherwise unlawful;
          5. send spam;
          6. upload or send data which could cause damages to Clozer or third parties (e.g. viruses, Trojan horses); or
          7. offer or upload content which promotes commercial or financial interests other than those contractually described or the interests of a third party.
        1. The user is solely responsible for advertising measures using the Service. It warrants that in its use of the Service it will comply with all statutory requirements, particularly those of data protection law and competition law, as well as contractual requirements.

This Ltdludes the obligation to leave the notice in the Tweet text indicating that the Tweet is an advertisement or ensure that this is sufficiently indicated (see section 4.1). The user undertakes to also indicate this to the deal participants in an appropriate manner.

        1. Through the use of appropriate protective programmes based on the state of the art of technology, the user shall ensure that the content transmitted or provided by it is free of malicious code, such as viruses or Trojan horses.
        2. The user is responsible itself for backing up its data.
        3. The user is obliged to properly indicate the provider of its Internet or online presence (site legal notice.
        4. The user must check at its own responsibility whether it must comply, due to or as a result of the use of the Service, with any laws, regulations or other provisions of a state or country which are applicable to it and ensure that it complies with such provisions.
        5. At its own responsibility, the user must comply with the current contractual terms and conditions and requirements of the social networks selected by it in connection with the Service.
      1. Indemnification
        1. The user warrants that all measures and content that fall within the scope of its duties and responsibilities in connection with the use of the Service, particularly content of third parties, does not violate any applicable laws, particularly third-party rights.
        2. If, in this context, claims are nevertheless asserted against CLOZER, the user shall indemnify CLOZER against all third-party claims. The user shall also compensate CLOZER for any damages or expenses Ltdurred in this context. This particularly applies to compensation for the costs of a defence against the asserted claim (e.g. court costs and lawyer’s fees). The above-mentioned indemnification obligation particularly applies to violations of sections 4.5 and 4.6 (sufficient rights), 8.2 (lawful content), 8.3 (legal and contractual requirements), 8.4 (malicious code) and 8.7 (mandatory requirements of other legal systems).
        3. CLOZER shall inform the user of any assertion of such claims. The user shall support CLOZER in defending against these claims to the best of its ability. If the user fails to fulfil this obligation within a reasonable time limit to be set by CLOZER, CLOZER shall have the right to deal with the attack by the third party according to its own reasonable discretion, taking into account the circumstances and legal situation faced by it. The costs for the defence against the claims shall be borne by the user, in the event that it subsequently transpires that the settlement of the matter is unfavourable as a result of information not provided by the user.
      1. Rights of use
        1. The user acknowledges that both the website and the content of Clozer or third parties presented and accessible on it are protected by rights for the protection of intellectual property (industrial property rights), particularly copyrights. The user does not have the right to use content of Clozer or third parties made available within the framework of the website or, in particular, presented on the website over and above the objective of the contract, in particular to copy it, entirely or partially, store it or process it and/or pass it on, unless this is done with the explicit prior written permission of CLOZER.
        2. In particular, without the prior written consent of CLOZER the user is not permitted:
          1. to integrate or otherwise present the website and/or the Service or parts thereof (particularly content such as graphics or photographs) into/in its own or third-party Internet services through linking or framing;
          2. to integrate or otherwise present the website and/or the Service or parts thereof (particularly content such as graphics or photographs) into/in its own or third-party Internet services through linking or framing;
          3. to offer services on the Internet for a fee or free of charge which relate to the website and/or the Service and which could create the false impression that the through them the user will receive benefits or that the service is provided with the consent of or in cooperation with CLOZER and/or Clozer.
        3. The user transfers to CLOZER, with regard to all the content provided by it, the usage and exploitation rights necessary for the performance of the contract in terms of territory, time and content. This granting of rights covers, in particular, the rights of reproduction, distribution, broadcast and storage, the right to enter into databases and keep available for retrieval and the right of Clozer to make the content publicly available themselves or for third parties commissioned by CLOZER to do so.
        4. CLOZER shall have the right to publish the user or individual content of its deal(s) (e.g. Clozerbutton designs) as a reference on the Clozerweb pages. That right can be revoked by the user with respect to CLOZER by sending an e-mail to info@goClozer.com. CLOZER has the right to use a suitable logo of the user free of charge. It also has the right, in connection with the use of the Service by the user, to refer to itself or Clozeron all information materials and in connection with all measures for the further marketing of the Service, without any claims arising for the user as a result.
        5. After successful registration, the user will be granted a simple, non-transferable right limited to the term of the usage contract to use the website of Clozer and/or the Service for the intended use.
      1. Information concerning the exercise of the right of withdrawal

Right of withdrawal

You have the right to withdraw from this contract within 14 days without giving any reason.

The withdrawal period will expire after 14 days from the day of the conclusion of the contract.

To exercise the right of withdrawal, you must inform us via e-mail address: info@goClozer.com) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not Ltdur any fees as a result of such reimbursement.

If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated us your withdrawal from this contract, in comparison with the full coverage of the contract.

– End of information concerning the exercise of the right of withdrawal –

No cancellation right:
The cancellation right does not exist if, when concluding the legal transaction, you are acting in performance of your commercial or independent professional activities and are therefore to be considered an entrepreneur (§ 14 BGB).

      1. Information on data processing
        1. Without the user’s consent, CLOZER will not use the user’s data for the purposes of advertising, marketing research or opinion polling.
        2. For further information on data collection, processing and use please see the privacy notice, which is available at Privacy Policy.
      2. Liability
        1. CLOZER is not obliged to review the content and information provided by the user for its legal permissibility or correctness. The users are exclusively liable for that information.
        2. CLOZER is not liable for the content of third-party websites, for damages or other disruptions resulting from errors or Ltdompatibility of the Service with the software or hardware of the user or for disruptions or damage resulting from the non-availability or Ltdorrect functioning of the Internet. CLOZER is also not liable for any disruptions or damage suffered by the user in connection with the distribution of the content through the social networks.
        3. In other respects CLOZER shall only be liable for compensation for damages, irrespective of the legal basis, in the event of wilful misconduct, gross negligence or breaches of key contractual obligations due to minor negligence. Key contractual obligations are obligations whose fulfilment is necessary to achieve the objective of the contract.
        4. In the event of a breach of key contractual obligations due to minor negligence, CLOZER’ liability shall be limited to compensation for the foreseeable damages typical for the contract. In particular, indirect damages will not be compensated for.
        5. The above limitations of liability do not apply to culpably caused damages resulting from an injury to life, the body or health.
        6. If links to third-party websites are provided on the web pages of Clozer, no liability will be accepted for their content. CLOZER has no influence on the content of those sites and does not adopt it as its own.
      3. Availability of the Service

CLOZER endeavours to continually develop and improve the Service. In connection with that further development or when maintenance work is being carried out, for limited periods of time downtime may occur for individual or all the systems of Clozer and/or the Service. The availability of Clozer and/or the Service may also be restricted or interrupted by events outside CLOZER’ sphere of influence. CLOZER reserves the right to temporarily restrict access to Clozer and/or the Service at any time, if it is necessary for the correct functioning or security of the systems or to carry out technical measures.

      1. Amendments to the T&C
        1. CLOZER reserves the right to amend these T&C from time to time without giving reasons, unless the change is unreasonable for the user. This would be the case, for example, if the change is related to an already booked paid service and the change would have detrimental effects for the user.
        2. CLOZER shall notify the users of the changes in good time. These changes will be deemed to have been approved if the user fails to object to them in writing within six weeks from the receipt of the change notification (e.g. by e-mail). In the change notification CLOZER will explicitly point out the right of objection and the consequence of failing to object.
        3. Notwithstanding sections 15.1 and 15.2, CLOZER may amend these T&C:
          1. if the change is only advantageous for the user;
          2. if the change is purely technical or is attributable to a system process, unless it has significant consequences for the user;
          3. if CLOZER is obliged to make a change due to mandatory legal requirements, for example in the event of a change in the applicable legal situation;
          4. if CLOZER introduces additional services, unless the existing usage contract will be changed to the user’s detriment as a result.

CLOZER shall inform the users of such amendments to its T&C in an appropriate form (e.g. information on the Clozer website).

      1. Duration of the use of the Service / termination
        1. The usage contract between the user and CLOZER on the use of the Service in the free version has an indefinite term. It can be informally terminated by either Party at any time without giving reasons and without notice.
        2. Paid versions have the term specified in the respective offer (e.g. three months / six months).
        3. The right of extraordinary termination of both parties remains unaffected. In particular, CLOZER shall have a right of extraordinary termination if:
          1. despite a previous reminder and the setting of a reasonable time limit the user continues to default on due payment claims; or
          2. the user violates one of its obligations under sections 3.6 (prohibition to use the Service for the benefit of a third party ), 8.2 (lawful content), 8.3 (legal and contractual requirements) or 8.4 (malicious code). In such a situation, the user shall not have the right to re-register.

If one of the parties terminates the contract by way of extraordinary termination, the performances already rendered by CLOZER must be paid for on a pro rata basis up to the moment of termination, and at least at the price of the basic term for booked paid services, if the user is responsible for the termination. We explicitly reserve the right to assert further claims.

        1. After the end of the contract, the user shall be obliged to immediately and finally remove from its Internet or online presence all the functions and content provided through the Service (e.g. buttons).
      1. Final provisions
        1. By registering, the user declares that it has read these T&C and the Privacy Policy, and agrees to their applicability.
        2. Any additional arrangements or amendments or additions to the contractual relationship must be in writing. This also applies to any waiver of this requirement of written form.
        3. The contractual relationship with the user and all claims stemming from or related to the contract (e.g. also non-contractual claims) are subject to the laws of the England and Wales. The UN Convention on Contracts for the International Sale of Goods does not apply.
        4. If the user is a merchant, a legal person under public law or a public special fund, the place of jurisdiction for all disputes between it and CLOZER stemming from the contractual relationship is the location of CLOZER’ registered office.
        5. The place of performance is the location of CLOZER’ registered office.
        6. In the event of a contradiction between different language versions of these T&C and with regard to interpretation issues, the UK version shall be decisive.
        7. These T&C apply exclusively. Differing, contradictory or supplementary T&C will only form a part of the contract if and to the extent that CLOZER has explicitly agreed to their applicability in writing

Ambassadors program

Clozer Ltd hereby incorporates by reference all terms, conditions rules, policies, and guidelines on the Site, the Terms of Service (the “Terms of Service”). Capitalized terms not defined in this Agreement are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. Your use of the Site after the effective date will signify your acceptance of and agreement to this Referral Program.

Clozer reserves the right to modify or terminate the Referral Program at any time upon 30 days’ notice. 1. Referral Program Terms Clozer will provide each Member (“Referral Participant”) with a referral identifier (“RID”) upon Account registration with Clozer.

Clozer will pay the Referral Participant the specified referral fee upon completion of any Eligible Registration or Eligible Transaction, as such terms are defined below. “Eligible Registration” occurs when a username identified with a Referral Participant’s RID successfully completes Clozer’s Account registration process and Clozer, in our sole discretion, accepts such registration. Account registrations that: (1) are not in good faith, or (2) involve a registrant that has previously registered for an Account with Clozer at any time are NOT Eligible Registrations. “Eligible Transaction” means a bona fide transaction satisfying the requirements set forth on the Referral Program webpages on the Site. The following transactions are NOT Eligible Transactions: (1) any transactions that do not arise from or are not connected with the Referral Participant’s RID; (2) any transactions that involve a Client who previously engaged a Clozer through Clozer; (3) any transactions that arise in connection with a pre-existing relationship between a Client and Clozer; (4) any transactions that arise in connection with a User’s purchase of services for User’s own use or for resale or commercial use of any kind, but not limited to, orders for customers or on behalf of customers or orders for services to be used by User or User’s friends, relatives, or associates in any manner; (5) any transactions that are not a bona fide arm’s length transactions for the purchase of Clozer Services; and (6) any transactions compensated separately under an Clozer affiliate program. Users will be identified and linked to a Referral Participant’s RID if they have accessed the Site via a link tagged with that Referral Participant’s RID. The Referral Participant is solely responsible for ensuring that links to the Site are correctly tagged with the RID Clozer has provided to that Referral Participant. 2. Referral Fees and Payment We will pay a Referral Participant a “Referral Fee” for each Eligible Registration and for each Eligible Transaction. Please refer to the Site for the current Referral Fees. Clozer will track Eligible Registrations and Eligible Transactions and will make available to you reports summarizing such activity. The form, content, and frequency of the reports may vary from time to time in Clozer’s sole discretion. Except as otherwise provided in this Referral Program or on the Site, Clozer will pay you Referral Fees that are owed, less any taxes or other amounts that Clozer is required by law to withhold, within 30 days of each Eligible Registration and immediately upon payment of each Eligible Transaction. Payments will be made directly into your Client Escrow Account or Clozer Escrow Account, as applicable. All amounts will be paid in US dollars. Clozer reserves the right to investigate any suspicious, unprofessional, or inappropriate registration or transactional activity. Clozer also reserves the right to delay payment of any Referral Fees, in our sole discretion, while we conduct an investigation of such activity. If Clozer, in our sole discretion, concludes that a particular registration or transaction was deceptive or did not qualify as an Eligible Registration or Eligible Transaction, respectively, you agree that Clozer will not be obligated to pay any Referral Fees for such registration or transaction. If a service or registration upon which you have already been paid a Referral Fee is later charged back, cancelled within 30 days, breached, repudiated, or rejected by a Client or Clozer after payment and Clozer is forced to remit fees, you irrevocably authorize and instruct EEC to release funds in the amount of the Referral Fee related thereto from your Client Escrow Account or Clozer Escrow Account, as applicable and pay such funds to Clozer. 3. Contacting Us If you wish to report a violation of the Terms of Service, have any questions, or need assistance, please contact Customer Support as follows: Web Support: http://www.Clozer.com/service Email: support@Clozer.com Phone: 1-877-4-CLOZER (1-877-435-2623) (Monday 12:01 a.m. through Friday 12:00 a.m. Midnight Pacific Time) Online Help Topics: http://www.Clozer.com/help

PRIVACY POLICY

 

  1. Provider

CLOZER takes the protection of your personal data very seriously and complies with the applicable data protection regulations. The following declaration provides an overview of how we guarantee this protection and what kind of data is collected for what purpose.

  1. Personal data

Personal data is only collected, processed and used as described below in the course of its use by Clozer. Personal data is any individual information about the personal or material circumstances of a specified or identifiable natural person (excluded: legal entities, such as e.g. a Ltd. or Ltd.). Personal data primarily Ltdludes details such as a person’s name, postal address, e-mail address or professional circumstance.

  1. Collection, processing and use of personal data

When you access GoClozer.com hereinafter collectively referred to as “Websites”), CLOZER will automatically collect information which your browser transmits to us, and save this in its Server Log Files (regardless of whether you are registered with Clozer or not). Namely:

      • referrer URL (last visited website);
      • host name of the computer used to access the website (IP address);
      • time of server request;
      • pages visited within www.goclozer.com
      • name of downloaded files and/or information
      • amount of data transmitted
      • operating system and information about the internet browser of the computer used to access the website;
      • http status code (e.g. “Request successful” or “Requested file not found”).

When you use Clozer functions to post on social networks, CLOZER will also collect and store the following additional data:

      • posted text;
      • link to the post;
      • name of the network used;
      • unique ID of the user making the post on the network used;
      • date of post.

It is irrelevant whether the Clozer functions are used directly via CLOZER’s own Websites, or by Ltdorporating a deal on the customer’s website.

During each posting session on social networks, CLOZER will also collect and store the following data, purely temporarily:

      • access information (so-called tokens) for posts on the selected social network;
      • access information (so-called tokens) for viewing the user’s last posted links on the selected social network;
      • the date the Clozer functions were used.

When you register on Clozer websites, CLOZER will also collect and store the following data:

      • e-mail address;
      • your chosen password (in encrypted form).

When you use chargeable functions on Clozer websites, CLOZER will collect and store the following additional data:

      • billing information (products purchased, prices, date of purchase).

CLOZER will only use this data to enable you to access Clozer’s services, and for the purpose of managing the contractual relationship between you and CLOZER.

All data is stored on servers located within Europe which are properly supervised and monitored by CLOZER.

As a result of the connection to various social networks which is absolutely necessary for the Service, certain data may also be transmitted to countries outside of Europe (EEA), particularly to the USA (for example Facebook, Twitter) and Russia (VKontakte) (see also Point 7).

  1. Payment details

If you use chargeable Service upgrades, your payment details will be forwarded to the relevant payment services provider for processing (e.g. Paypal). These partner companies have their own data protection policies. We encourage you to read these policies thoroughly before using the Service, and check that you agree with them. To enable payments to be processed and invoiced when the upgrades are automatically renewed, partner companies store references to payment details (these are primarily e-mail addresses, status information and so-called tokens as a reference to payments via the partner company). The actual payment details (credit card and bank details) do not pass through CLOZER’s servers and systems.

  1. Cookies

The Websites use so-called cookies in several places. These help make our service more user-friendly, effective and secure, among other things. Cookies are textual information which a website transmits to the cookie file of the browser on your computer hard drive or other end device, so that the website can remember who you are, among other things. A cookie typically contains the name of the domain from which the cookie originates, the cookies’ “lifetime” and a value, usually a unique, randomly generated number. The Clozer websites use the following types of cookies:

Session cookies: these are temporary cookies which remain in your browser’s cookie file until you leave the website. Session cookies allow you to be identified for the duration of your visit. This information will not be stored once you have left the website.

Browser cookies: these remain in your browser’s cookie file for longer. How long depends on the “lifetime” of the particular cookie. This may be indefinitely or until its deletion on a specific end date. The reason for using these permanent cookies is to track the provision of services. Permanent cookies do not contain any personal data. Your name, IP address, etc., are not stored.

If you do not wish to accept our cookies, you can reject them and deny access to previously stored information, by adjusting your web browser settings accordingly. The settings within your web browser enabling you to do this differ from browser to browser, but can generally be found under “Data Protection” or “Cookies” within your browser’s “Internet Options” or “Properties” menu. If you need help turning off cookies, you should refer to your browser’s “Help” menu. Please note, however, that you may be unable to use the Clozer functions properly if cookies are switched off.

  1. Google Analytics

The Websites use Google Analytics, a web analysis service provided by Google Ltd. (“Google”). Google Analytics also uses cookies (see description in Point 5), which allow your use of the website to be analysed. The information generated by the cookie about your use of this website will usually be transmitted to a Google server in the USA, where it is stored. IP anonymisation has been activated on this website, so that Google abbreviates the user’s IP address in advance within Member States of the European Union or in other States party to the Agreement on the European Economic Area. Only in exceptional cases is the full IP address transmitted to a Google server in the USA and abbreviated there. Google will use this information on behalf of CLOZER, to evaluate your use of the website, to compile reports about the website activities, and to provide CLOZER with other services related to the use of the website and the internet. The IP address transmitted from your browser within the framework of Google Analytics will not be associated with any other Google data.

You can prevent the storage of the cookies by adjusting your browser software accordingly; we would point out, however, that you may be unable to fully use all the functions of this website in this case. You can also prevent Google from collecting and processing the data generated by the cookie and related to your use of the website (your IP address) by downloading and installing the browser plug-in available from the following link: http://tools.google.com/dlpage/gaoptout?hl=de.

CLOZER does not share its users’ personal data with the social networks involved – except for the information stated below. In order to implement the Clozer functions, it is, however, necessary for CLOZER to transmit the following data to the social networks:

      • user’s unique identification on the social network (so-called User ID);
      • links to and posts regarding deals used by the user.

If you do not agree to this, you should not use the Service.

  1. Changes to this data protection policy.

CLOZER reserves the right to adapt its security and data protection measures, provided this is necessary as a result of technical or legal developments. In these cases, we will also update our data protection information accordingly. Please make sure, therefore, that you always use the latest version of our data protection declaration.

  1. Questions and contact

If you have any questions regarding the collection, processing or use of your personal data, or to request the disclosure, correction, blocking or deletion of data, please contact shanice@goclozer.com

TERMS OF $50,000 GUARANTEE 

All companies must answer our guarantee questionnaire honestly and to the best of their abilities to qualify for the guarantee. Clozer reserves the right to withhold the guarantee at any time due to misrepresentation.

The following things must happen within 12 months for the guarantee to be valid:

    1. A one hour on-boarding call with a member of the Clozer team
    2. Monthly membership must be paid on time
    3. You must accept 3 Clozers, on a commission basis and/or pay per hour.
    4. You must have the proper systems set up to qualify leads.
  1. You must accept 3 Clozers, on a commission basis and/or pay per hour.
  2. You must have the proper systems set up to qualify leads.

okies’ “lifetime” and a value, usually a unique, randomly generated number. The Clozer websites use the following types of cookies:

Session cookies: these are temporary cookies which remain in your browser’s cookie file until you leave the website. Session cookies allow you to be identified for the duration of your visit. This information will not be stored once you have left the website.

Browser cookies: these remain in your browser’s cookie file for longer. How long depends on the “lifetime” of the particular cookie. This may be indefinitely or until its deletion on a specific end date. The reason for using these permanent cookies is to track the provision of services. Permanent cookies do not contain any personal data. Your name, IP address, etc., are not stored.

If you do not wish to accept our cookies, you can reject them and deny access to previously stored information, by adjusting your web browser settings accordingly. The settings within your web browser enabling you to do this differ from browser to browser, but can generally be found under “Data Protection” or “Cookies” within your browser’s “Internet Options” or “Properties” menu. If you need help turning off cookies, you should refer to your browser’s “Help” menu. Please note, however, that you may be unable to use the Clozer functions properly if cookies are switched off.

  1. Google Analytics

The Websites use Google Analytics, a web analysis service provided by Google Ltd. (“Google”). Google Analytics also uses cookies (see description in Point 5), which allow your use of the website to be analysed. The information generated by the cookie about your use of this website will usually be transmitted to a Google server in the USA, where it is stored. IP anonymisation has been activated on this website, so that Google abbreviates the user’s IP address in advance within Member States of the European Union or in other States party to the Agreement on the European Economic Area. Only in exceptional cases is the full IP address transmitted to a Google server in the USA and abbreviated there. Google will use this information on behalf of CLOZER, to evaluate your use of the website, to compile reports about the website activities, and to provide CLOZER with other services related to the use of the website and the internet. The IP address transmitted from your browser within the framework of Google Analytics will not be associated with any other Google data.

You can prevent the storage of the cookies by adjusting your browser software accordingly; we would point out, however, that you may be unable to fully use all the functions of this website in this case. You can also prevent Google from collecting and processing the data generated by the cookie and related to your use of the website (your IP address) by downloading and installing the browser plug-in available from the following link: http://tools.google.com/dlpage/gaoptout?hl=de.

CLOZER does not share its users’ personal data with the social networks involved – except for the information stated below. In order to implement the Clozer functions, it is, however, necessary for CLOZER to transmit the following data to the social networks:

  • user’s unique identification on the social network (so-called User ID);
  • links to and posts regarding deals used by the user.

If you do not agree to this, you should not use the Service.

  1. Changes to this data protection policy.

CLOZER reserves the right to adapt its security and data protection measures, provided this is necessary as a result of technical or legal developments. In these cases, we will also update our data protection information accordingly. Please make sure, therefore, that you always use the latest version of our data protection declaration.

  1. Questions and contact

If you have any questions regarding the collection, processing or use of your personal data, or to request the disclosure, correction, blocking or deletion of data, please contact shanice@goclozer.com

TERMS OF $50,000 GUARANTEE 

All companies must answer our guarantee questionnaire honestly and to the best of their abilities to qualify for the guarantee. Clozer reserves the right to withhold the guarantee at any time due to misrepresentation.

The following things must happen within 12 months for the guarantee to be valid:

  1. A one hour on-boarding call with a member of the Clozer team
  2. Monthly membership must be paid on time
  3. You must accept 3 Clozers, on a commission basis and/or pay per hour.
  4. You must have the proper systems set up to qualify leads.
  5. You should have already made sales before use of Clozer, except where Clozer has granted exemption.

 

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