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Cloze, Inc. Terms of Service Looking for our Privacy Policy? Tap Here. Last Updated: September, 2020 Welcome to Cloze! These terms and conditions are a legal agreement (these “Terms”) between you (together with the business entity, if any, that you represent, “you” or “your” or “User”) and Cloze, Inc. (“Cloze” or “we”, “us” or “our”), establishing terms and conditions under which you shall access and use the services and features (“Services”) available on Cloze’s web-based platform (the “Cloze Platform”). The Cloze Platform is located at https://www.cloze.com/ and any related sub-domains (the “Website(s)”) and provided through such Website and through tools and services or through downloadable mobile applications, web browser extensions, add-ins, chat bots, or other applications (“Apps”) made available by Cloze from time to time. The date you first agree to these Terms is referred to herein as the “Effective Date.” Your use of the Cloze Platform is also subject to our Privacy Policy available on our Website at https://www.cloze.com/app/legal/privacy and updated from time to time (“Privacy Policy”). The Cloze Platform brings together your email, notes, files, reminders, calendar, phone, messaging, contacts, social media and other services, such as Office365, Gmail, Slack, Facebook, Dropbox and Evernote, from various third party platforms (“Third Party Platforms”) to help you effectively manage your professional relationships. You may register for our Services individually or as a member of a team (“Team”) established by you or a third party through our Services. If you are registering for our Services as the organizer of a Team, you represent, warrant and covenant that you will have the consent of any individuals prior to providing their information to Cloze or inputting such information to the Cloze Platform. BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON OR OTHERWISE ACCESS THE CLOZE PLATFORM, WEBSITES, APPS OR USE ANY OF THE SERVICES, CAREFULLY READ THESE TERMS. BY CLICKING ON THE “I ACCEPT” BUTTON OR ACCESSING THE CLOZE PLATFORM, WEBSITE OR APPS OR USING THE SERVICES, YOU AND THE BUSINESS ENTITY THAT YOU REPRESENT ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THE BUSINESS ENTITY YOU REPRESENT. YOU HEREBY COVENANT TO ENSURE THAT ALL USERS THAT GAIN ACCESS TO THE CLOZE PLATFORM AND/OR THE SERVICES FROM YOU ARE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN DO NOT CLICK “I ACCEPT” AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES. FURTHER, THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND CLOZE ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS UNLESS YOU OPT OUT AS PROVIDED IN SUCH AGREEMENT TO ARBITRATE (SEE SECTION 19 “AGREEMENT TO ARBITRATE”). 1. Registration Some portions of our Services may be available to users without registering, other features will only be available to those users who register with us, while still other features will only be available to users based on the features included in their tier of subscription plan or trial of our Services. In consideration of your use of the Service, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Service (“Registration Data”). (b) maintain the security of your password and identification. (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete. and (d) be fully responsible for all use of your account and for any actions that take place using your account. If you are registered to use our Services as a member of a Team, certain of your content will automatically be shared with other members of such team, as described in our Privacy Policy. 2. Restricted License On the condition that you comply with all your obligations under these Terms, Cloze hereby grants you a non-exclusive, non-transferable, restricted license (without the right to sublicense) to access the Cloze Platform and use the Services in accordance with these Terms and the instructions and guidelines posted on the Cloze Platform. Cloze reserves the rights to terminate your license to use the Cloze Platform and Services at any time and for any reason or to change the features included in different tiers of paid or free subscription plans. You may not use the Services to substantially replicate products or services offered by Cloze including the republication of Cloze content or the creation of a separate relationship management platform. If Cloze believes, in its sole discretion, that you have violated or attempted to violate these Terms, your ability to use and access the Services may be temporarily or permanently revoked, with or without notice. Cloze reserves the right to investigate possible violations of these Terms, block users from accessing the Services, and refer matters to law enforcement authorities for further investigation. We may disclose information to third parties, in accordance with our Privacy Policy, located at /app/legal/privacy. You agree that if Cloze determines or reasonably suspects that you are reselling or brokering the Services’ information, programs, computer applications, or data, or is otherwise violating any provision of these Terms, Cloze may take immediate action, including terminating the delivery of, and the license to use, the Services. Cloze reserves the right to use whatever means it deems appropriate to monitor your compliance with these Terms. Cloze reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized access to or use of the Services, including, but not limited to, technological barriers, IP mapping, and contacting your Internet Service Provider (ISP) regarding such unauthorized use. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country. and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. 3. Your Content In order to use some features of the Services, you may choose to provide us with information, or access to information, to create and automatically update your Cloze account, such as email, notes, files, reminders, calendar, phone, messaging, contacts, social media and other content (collectively, “your content”). You own your content and may request deletion of your content at any time, unless you have shared your content with others and they have not deleted it, or it was copied or stored by other users while displayed by you to others through the Services, as further described in our Privacy Policy. In order to host your information within the Service and provide the associated benefits of using the Service, you grant us and our service providers a non-exclusive, worldwide, transferrable right to copy, modify and use your content to provide the Services subject to our Privacy Policy. Cloze requires these rights in order to create and update your Cloze account, host your content, and provide you with the Services. You may also provide us with your login credentials for certain Third Party Platforms (“Third Party Login Credentials”). You hereby authorize us to utilize those Third Party Login Credentials to incorporate your content, from those Third Party Platforms into your content in our Services. You represent and warrant that you have the right to provide us with your content and to permit us to use and disclose your content within the parameters authorized by these Terms or our Privacy Policy. You, and not Cloze, are responsible for maintaining and protecting a separate permanent record of all of your content, if you wish to retain your content. Cloze will not be liable for any loss or corruption of your content, or for backing up or restoring any of your content. Notwithstanding anything else in these Terms or otherwise, Cloze may monitor your use of the Services and Cloze Platform and use data and information related to your content and your use of the Services in an aggregate or de-identified manner, including to compile statistical and performance information related to the provision and operation of the Cloze Platform and Services. You agree that Cloze may make such data and information publicly available and use such information to the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify you or any other individual or company. 4. Sharing Your Content The Services provide features that allow you to share your content with others, as further detailed in our Privacy Policy or on the Website from time to time. You should carefully review our Privacy Policy in all respects, and particularly with regard to the extent and manner in which your content may be shared with other users and the extent to which certain of your content will automatically be shared with any Team in which you are a member. 5. User Conduct You understand that the Services are available for your personal and business use only and for your use in connection with your Team(s). Information and other text, images, data, links, software, or other material accessible through the Websites or Services, whether created by us or provided by another person for display on the Websites or through the Services (“Content”) in the Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share files unless you have the right to do so. You, not Cloze, will be fully responsible and liable for what you copy, share, post, upload, download or otherwise use while using the Services. You represent, warrant and agree that your content or information shared through your account or otherwise shared by you on or through the Services will not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights. be in violation of any law or used in furtherance of any such violation. or contain libelous, defamatory or otherwise unlawful material. In addition, you agree not to use the Services: <ul> <li> in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services. </li> <li> to share or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable. </li> <li> to impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity. </li> <li> to share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. </li> <li> to share or otherwise make publicly available on the Services any private information of any third party, including addresses, phone numbers, email addresses, Social Security numbers and credit card numbers. </li> <li> to share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. </li> <li> to share or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law. </li> <li> to use or attempt to use another’s account, service or system without authorization from us, or create a false identity on the Services. </li> <li> to manipulate the Services to obtain fee-bearing features for which you have not subscribed or to start more than one free trial for the Services within a one month period without authorization from us. </li> <li> to forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted by you. </li> <li> to access, retrieve or index the Services for purposes of constructing or populating a searchable database of contact or business information. </li> <li> to record, process, or mine information about other users. </li> <li> to use any robot, spider, search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index the Services or any Content. or </li> <li> to reformat or frame any portion of the Services. </li> </ul> 6. Responsibility of Team Members You are responsible for determining whether to participate in our Services as a member of a Team. Cloze has not reviewed, and cannot review, all of the material, including computer software, posted to the Cloze Platform, and cannot therefore be responsible for that material’s content, use or effects. By operating the Cloze Platform, Cloze does not represent or imply that it endorses the material posted therein, or that it believes such material to be accurate, useful or non-harmful. The Cloze Platform may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Cloze Platform may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Cloze disclaims any responsibility for any harm resulting from the use of the Cloze Platform by you, your other Team members or any other third party. 7. Content Posted on Other Websites We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and web pages to which Cloze.com links, or that link to Cloze.com. Cloze does not have any control over those non-Cloze websites and web pages and is not responsible for their contents or their use. By linking to a non-Cloze website or webpage, Cloze does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Cloze disclaims any responsibility for any harm resulting from your use of non-Cloze websites and web pages. 8. Copyright Infringement and DMCA Policy As Cloze asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by the Cloze Platform violates your copyright, you are encouraged to notify Cloze pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Cloze with the following information (see 17 U.S.C 512(c)(3) for further detail) in writing to dmca@cloze.com or to Alex Coté at 396 Washington Street #138, Wellesley, MA 02481 telephone: (617) 475-0774. Cloze will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Cloze will terminate a visitor’s access to and use of the Cloze Platform if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Cloze or others. In the case of such termination, Cloze will have no obligation to provide a refund of any amounts previously paid to Cloze. 9. Intellectual Property These Terms do not transfer from Cloze to you any Cloze or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Cloze. Cloze, Cloze.com, Clz.es, the Cloze logo, and all other trademarks, service marks, graphics and logos used in connection with Cloze, Inc., or the Cloze Platform are trademarks or registered trademarks of Cloze or Cloze’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Cloze Platform may be the trademarks of other third parties. Your use of the Cloze Platform grants you no right or license to reproduce or otherwise use any Cloze or third-party trademarks. 10. Unsolicited Ideas and Feedback While we welcome your feedback, ideas, and suggestions, it is important to be aware of the following restrictions. If you send us feedback, ideas, or suggestions (collectively, “unsolicited ideas”), you agree that: (1) your unsolicited ideas become the property of Cloze and you are not owed any compensation in exchange. (2) none of the unsolicited ideas contain confidential or proprietary information of any third party. (3) Cloze may use or redistribute unsolicited ideas for any purpose and in any way. (4) there is no obligation for Cloze to review or use your unsolicited ideas. and (5) Cloze has no obligation to keep any unsolicited ideas confidential. 11. Advertisements Cloze reserves the right to display advertisements on Cloze.com or within Cloze’s mobile applications. 12. Payments If you purchase any Services that we offer for a fee, either on a one-time or subscription basis (“Premium Services”), you agree to Cloze or its third party payment processing service provider storing your payment card information. You also agree to pay the applicable fees for the Premium Services (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes. You may cancel your Premium Services as provided on the Cloze Platform from time to time. If you register for our Services as a member of a Team, your subscription may be paid by the organizer of such Team. provided that, if so, then your subscription shall be effective for only the period for which such subscription is paid by such third party. 13. Data Processing Agreement and Standard Contractual Clauses If you are located in the European Economic Area, Cloze, as the data processor, will process content to include Personal Information as defined in the Cloze Privacy Policy, to provide the Cloze Platform and Services to you, the data controller, and you may make content, including Personal Information, available to Cloze in connection with this purpose. Cloze will process the content only on behalf of you and in compliance with your instruction, unless Cloze is required to process the content by law. You, as the data controller, shall comply with your obligations under the General Data Protection Regulation, any local data protection laws, and any subordinate legislation and regulation implementing the General Data Protection Regulation. Cloze, as the data processor, will take reasonable steps to ensure that: (i) persons employed by Cloze. and (ii) other persons engaged at Cloze’s place of business who may process content and Personal Information, are aware of and comply with this data processing agreement set forth in the Terms. Cloze will take appropriate steps to ensure its employees, authorized agents, and any sub-processors comply with and acknowledge and respect the confidentiality of content and Personal Information, including after the end of their employment, contract, or at the end of their assignment. Cloze will implement reasonable technical and organizational security measures prior to the commencement of processing the content and Personal Information and will maintain such security measures for the duration of your use of the Services. For transfers of content and Personal Information to Cloze for processing by Cloze in a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission-approved countries providing adequate data protection, Cloze agrees it will provide at least the same level of privacy protection for content and Personal Information as required under the European Commission Standard Contractual Clauses (“Standard Contractual Clauses”) and U.S.-Swiss Privacy Shield framework, where applicable. For the avoidance of doubt, the Standard Contractual Clauses in this Section form a part of these Terms. Cloze will provide reasonable assistance to you regarding: any requests for access, rectification, erasure, portability or blocking of content that Cloze processes for you. the investigation of personal data breaches and notification obligations. and where appropriate and necessary, the preparation and carrying out of data protection impact assessments. Cloze will direct any data subject request to you and you shall be solely responsible for responding to any such request. Cloze will make available to you, at your request and with reasonable notice, but not more than once every 12 months, all information necessary to demonstrate Cloze’s compliance with this data processing agreement in these Term, and to allow for and contribute to audits, including inspections, conducted or mandated by you as the data controller. You will be responsible for all fees for any audit or inspection, and any such audit or inspection shall be conducted in a manner that is not disruptive to Cloze’s business. The scope of such an audit will be agreed in advance and shall not involve physical access to the servers on which your content and Personal Information is hosted. Cloze may engage third parties to act on its behalf for the purpose of providing the Services and may delegate all or part of the processing activities to sub-processors. When it does so, Cloze will enter into contractual arrangements with such sub-processors requiring them to guarantee the same or not less protective level of data protection compliance and information security to that provided under this data processing agreement. For purposes of this Section, you consent to Cloze engaging sub-processors reasonably required to assist Cloze for the purposes of providing the Services. Cloze's list of sub-processors is maintained online at https://www.cloze.com/app/legal/subprocessors. Cloze will inform you, the data controller, of changes in sub-processors in accordance with the procedure for modifying these Terms as described in Section 14. Cloze will process content and Personal Information on your behalf until the termination of the Services in accordance with these Terms. On the termination of the Services, Cloze and any sub-processor shall (unless otherwise required by law) securely destroy all content from you, subject to Section 3 above. You may also export your content prior to deletion. In the event that Cloze must retain the content and any Personal Information, Cloze agrees to preserve the confidentiality of the content and Personal Information retained by it. Standard Contractual Clauses (Processors) For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection Name of the data exporting organization is the data controller as defined in the Data Processing Agreement (the data exporter) And Name of the data importing organisation: Cloze, Inc. Address: 396 Washington St #138, Wellesley, MA Tel. (781) 819-4789; fax (781) 430-8008; e-mail: privacy@cloze.com (the data importer) each a ‘party’. together ‘the parties’, HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1. Clause 1 Definitions For the purposes of the Clauses: (a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data. (b) ‘the data exporter’ means the controller who transfers the personal data. (c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC. (d) ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract. (e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established. (f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing. Clause 2 Details of the transfer The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses. Clause 3 Third-party beneficiary clause 1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary. 2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. 3. The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses. 4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law. Clause 4 Obligations of the data exporter The data exporter agrees and warrants: (a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State. (b) that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses. (c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract. (d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation. (e) that it will ensure compliance with the security measures. (f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC. (g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension. (h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information. (i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses. and (j) that it will ensure compliance with Clause 4(a) to (i). Clause 5 Obligations of the data importer The data importer agrees and warrants: (a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses. if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract. (b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract. (c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred. (d) that it will promptly notify the data exporter about: (i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation. (ii) any accidental or unauthorised access. and (iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so. (e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred. (f) at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority. (g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter. (h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent. (i) that the processing services by the sub-processor will be carried out in accordance with Clause 11. (j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter. Clause 6 Liability 1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered. 2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities. 3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses. Clause 7 Mediation and jurisdiction 1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject: (a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority. (b) to refer the dispute to the courts in the Member State in which the data exporter is established. 2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law. Clause 8 Cooperation with supervisory authorities 1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law. 2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law. 3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b). Clause 9 Governing law The Clauses shall be governed by the law of the Member State in which the data exporter is established. Clause 10 Variation of the contract The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause. Clause 11 Sub-processing 1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses (1). Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement. 2. The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses. 3. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established. 4. The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority. Clause 12 Obligation after the termination of personal data-processing services 1. The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore. 2. The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1. Appendix 1 to the Standard Contractual Clauses This Appendix forms part of the Clauses. The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix Data exporter The data exporter is the non-Cloze legal entity that is party to the Clauses as defined in the Data Processing Agreement. Data importer The data importer is Cloze, Inc., when the data exported is transferring personal data to Cloze under the Data Processing Agreement. Data subjects The personal data transferred concern the following categories of data subjects (please specify): Data subjects include users of Cloze, Inc.’s services. employees and contractors of the data exporter. and any other data subjects about who data that originated in the EEA is provided to Cloze in the use of the Services. Categories of data The personal data transferred concern the following categories of data (please specify): name. address. e-mail address. username, Third Party Platform login credentials, or other Cloze Login Credentials. billing or payment information, including credit card numbers. contact records. communication records, including but not limited to e-mails, calendar entries, phone call logs, text messages, and social media messages. notes, files, and other online documents. task lists. project and deal records Special categories of data The personal data transferred concern the following special categories of data (please specify): Cloze does not process special categories of data. Processing operations The personal data transferred will be subject to the following basic processing activities (please specify): Cloze will process the personal data for the purposes of providing the Services as described in the Terms and in accordance with the Terms, including theData Processing Agreement, the Privacy Policy and these Clauses. Appendix 2 to the Standard Contractual Clauses This Appendix forms part of the Clauses. Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached): Cloze will maintain appropriate physical, administrative, technical and organizational measures and safeguards for protection of the security, confidentiality and integrity of the data exporter’s Personal Data. More information on Cloze’s technical and organizational measures can be found in the Privacy Policy and the Data Processing Agreement. Cloze will not materially decrease the overall security of the Services. 14. Changes Cloze reserves the right, at its sole discretion, to modify or replace any part of these Terms. It is your responsibility to check these Terms periodically for changes. Your continued use of or access to the Cloze Platform following the posting of any changes to these Terms constitutes acceptance of those changes, except that, if such changes occur during the period of your paid subscription to our Services, then such changes shall take effect upon the sooner of (i) the renewal of your subscription and (ii) the date that you inform Cloze of your acceptance of such changes. 15. Termination Cloze may terminate your access to all or any part of the Cloze Platform at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate your Cloze.com account (if you have one), you may terminate your subscription via the Cloze Platform or provide notice of termination to us at support@cloze.com. Cloze will have no obligation to provide a refund of any amounts previously paid to Cloze. Cloze can terminate the Cloze Platform and/or any related Services immediately as part of a general shut down of our Services. If your subscription is paid by a third party organizer of a Team, your subscription may be terminated by such organizer. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, rights in data you share with other users, warranty disclaimers, indemnity, limitations of liability and arbitration. 16. Disclaimer of Warranties <ol> <li> THE SERVICES, YOUR CLOZE ACCOUNT, AND ALL INFORMATION AND CONTENT ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS. CLOZE, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THIRD PARTY DATA PROVIDERS AND MOBILE APPLICATION DISTRIBUTORS (COLLECTIVELY THE “CLOZE PARTIES”) MAKE NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO (1) THE OPERATION AND FUNCTIONALITY OF THE CLOZE SERVICES, (2) THE ACCURACY, INTEGRITY, COMPLETENESS, QUALITY, LEGALITY, USEFULNESS, SAFETY, AND IP RIGHTS OF ANY OF THE INFORMATION AND CONTENT, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF CONTACT AND BUSINESS INFORMATION CONTAINED ON THE SERVICES, (3) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE. (4) THAT DEFECTS WILL BE CORRECTED, OR (5) THE PRODUCTS AND SERVICES ASSOCIATED WITH THE SERVICES. THE CLOZE PARTIES FURTHER DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM CLOZE OR THE CLOZE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR CONDITION NOT EXPRESSLY STATED HEREIN. </li> <li> THE CLOZE PARTIES FURTHER DISCLAIM ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR USE OF THE CLOZE SERVICES AND INFORMATION AND CONTENT AVAILABLE THROUGH THE CLOZE SERVICES. YOUR USE OF THE CLOZE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR PROFITS, ANY LOSS OF DATA, OR DAMAGE TO YOUR COMPUTER FROM VIRUSES THAT MAY BE DOWNLOADED TO YOUR COMPUTER IN THE COURSE OF USING THE CLOZE SERVICES. </li> <li> THE CLOZE PARTIES ALSO DISCLAIM ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR COMMUNICATIONS OR DEALINGS WITH ANY OF THE BUSINESSES, ADVERTISERS, OR USERS LISTED ON THE CLOZE SERVICES. YOU ACKNOWLEDGE THAT CLOZE HAS NO AFFILIATION WITH SUCH BUSINESSES, ADVERTISERS, AND USERS. YOUR COMMUNICATIONS OR DEALINGS WITH SUCH BUSINESSES, ADVERTISERS, AND USERS ARE SOLELY BETWEEN YOU AND THEM, THOUGH CLOZE RESERVES THE RIGHT TO MONITOR DISPUTES BETWEEN YOU AND THEM. </li> <li> SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU RESIDE IN SUCH A JURISDICTION, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. </li> <li> CLOZE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS REGISTERING TO USE ITS SERVICES, NOR DO WE HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS. THEREFORE, CLOZE DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION THAT YOU PERMIT ANY THIRD PARTY TO ACCESS. </li> <li> CLOZE IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES, FOR THE DELIVERY OF ANY MESSAGES (SUCH AS POSTING OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH CLOZE TO ANYONE. </li> <li> THE CLOZE SERVICES MAY CONTAIN HYPERLINKS TO THIRD PARTY WEBSITES (THE “THIRD PARTY SITES”), AND CLOZE ASSUMES NO RESPONSIBILITY AND HAS NO CONTROL OVER THE INFORMATION AND OR CONTENT CONTAINED THEREIN. THE CLOZE PARTIES ALSO DISCLAIM ALL LIABILITY ASSOCIATED WITH YOUR USE OF ANY THIRD PARTY SITES. </li> </ol> 17. Limitation of Liability a) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CLOZE PARTIES BE LIABLE FOR (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (B) LOSS OF PROFITS, (C) BUSINESS INTERRUPTION, (D) LOSS OF OR DAMAGE TO REPUTATION, OR (E) LOSS OF INFORMATION OR DATA REGARDLESS OF LEGAL THEORY, WHETHER OR NOT CLOZE HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. b) THE CLOZE PARTIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (WHETHER SUCH LIABILITY ARISES DUE TO NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR FOR ANY OTHER REASON), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO CLOZE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (II) US $10.00. 18. General Representation and Warranty You represent and warrant that (i) your use of the Cloze Platform will be in strict accordance with the Cloze, Inc. Privacy Policy, with these Terms and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Cloze Platform will not infringe or misappropriate the intellectual property rights of any third party. 19. Indemnification You agree to indemnify and hold harmless Cloze, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Cloze Platform, including but not limited to your violation of these Terms. 20. Agreement to Arbitrate <ol> <li> Arbitration. You agree that all disputes between you and Cloze (whether or not such dispute involves a third party) arising out of or relating to these Terms, the Cloze Platform, the Services, and/or Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Boston, Massachusetts or, if you request in advance, by teleconference. under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and you and Cloze hereby expressly waive trial by jury. You and Cloze shall appoint as sole arbitrator a person mutually agreed by You and Cloze or, if You and Cloze cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration, except if you are an individual (and not representing a business enterprise in connection with your registration), then Cloze will bear the costs of such arbitration charged by the arbitrator and the AAA. All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, either party shall be entitled to seek injunctive relief, security or other equitable remedies from any court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with this Agreement or to award punitive damages, including but not limited to pursuant to federal or state statutes permitting multiple or punitive awards. </li> <li> Waiver of Class Actions. Any claims brought by you or Cloze must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither you nor Cloze will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You hereby waive any and all rights to bring any claims related to this Agreement and Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on your own behalf. </li> <li> Opt Out. You may opt out of this agreement to arbitrate in this Section 19. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt out notice must state that you do not agree to the Agreement to Arbitrate and must include your name, address, phone number, your login credentials to which the opt out applies and a clear statement that you want to opt out of this agreement to arbitrate. You must sign the opt out notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. You must use this address to opt out: Cloze, Inc., ATTN: Arbitration Opt-out, 396 Washington Street #138, Wellesley, MA, 02481. </li> <li> Survival. This Arbitration section will survive the termination of Your relationship with Cloze. </li> </ol> 21. Miscellaneous These Terms constitute the entire agreement between Cloze and you concerning the subject matter hereof. We may, at our sole discretion and without notice, revise these Terms at any time by updating this posting. These Terms shall be governed and interpreted pursuant to the laws of the Commonwealth of Massachusetts, United States of America, without regard to the conflict of law provisions thereof. Subject in all respects to Section 20, all claims, legal proceedings, or litigation arising in connection with the Services will be brought solely in federal or state courts located in the Commonwealth of Massachusetts, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Neither these Terms nor the licenses granted herein are transferable by You without the prior written consent of Cloze, which may be granted or withheld in Cloze’s sole discretion. Cloze may assign or subcontract its rights and obligations under these Terms without condition. These Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. 22. For Additional Information If You have any questions about these Terms, please contact us at: support@cloze.com Copyright © 2022 Cloze, Inc. CLOZE is a service mark and trademark of Cloze, Inc. All rights reserved. Twitter | Facebook | Privacy | Terms