The Company reserves the right to revise the Agreement at any time by updating the Agreement and making it available on the Service. Upon such update, You will be informed of the new Agreement via notification within the Service or via email. Your continued use of the Service after such update will constitute Your acceptance of the changes.
A. Use of the Service
- For purposes of this Agreement, “You” and “Your” means the person, company, or other legal entity for which You are accepting this Agreement, and any authorized users, as indicated on the Order Form.
- You warrant that You are at least 13 years of age and possess the capacity and authority to enter into this Agreement on behalf of the contracting person or entity (as listed on the Order Form). Should a court determine that You do not possess the authority to enter into this Agreement on behalf of the contracting person or entity, You agree to be personally responsible for any and all costs incurred in connection with Your use of the Service, including the Subscription.
- You agree not to use the Service if it is prohibited or restricted by law in Your location(s) and jurisdiction(s).
- We may restrict Your access to Service or limit or revoke your license (as described herein) at any time without notice and for any reason, including (but not limited to):
(a) activity which could be deemed illegal in any jurisdiction;
(b) misuse of Intellectual Property;
(c) disrupting, or attempting to disrupt, the Service’s security, integrity, or infrastructure;
(d) use of the Service to send harassing, threatening, or objectionable material to any third parties; or
(e) nonpayment for Subscriptions.
- You agree to use the Service solely for internal business purposes, in accordance with the terms of Section 3 of this Agreement.
B. The Subscription Contract Between You and Us
- The Service offers subscription access at the price listed on the Order Form on either a per-month or per-year basis, defined as the “Term” in the Order Form (and such definition incorporated herein), charged to the credit card or payment information You have on file with the Company (the “Subscription”).
- By purchasing a Subscription, You agree to pay in full all fees (whether initial or recurring) indicated on the Order Form and to comply with all terms therein.
- Subscriptions are non-refundable. You may cancel Your Subscription at any time by accessing the cancellation option on the “Account” page of the Service, after which time You shall owe no additional fees in connection with the Subscription. Your access to the Service will be canceled after the completion of Your last previously paid Term. You accept responsibility, without limitation, for all recurring charges prior to cancellation. Barring cancellation, Your Subscription will be automatically renewed for successive Terms, at the then-current rate for such Subscription.
- The Company may cancel Your Subscription and end the Term at any time and without notice. Upon such cancellation, (i) Your obligations under the subscription will cease and no further payment will be due by You, and (ii) no refunds shall be due for previous payments. On cancellation, your Term will be considered complete.
- Subscriptions may be billed or invoiced through the use of party payment processing services not affiliated with the Company (the “Processors”). The Company and the Processors may receive updated credit card information from Your credit card issuer or bank.
- All prices posted within the Service are in United States denominations unless expressly designated otherwise.
- The Company uses commercially reasonable efforts to make the Service available with the maximum amount of uptime possible. However, the Company shall not be held responsible for interruptions, delays, or stoppages in availability of any portion of the Service.
- The Company is not responsible for typographical errors or inaccuracies as they relate to the Service or your use thereof, including any customizations to the Service requested by You. If You discover a typographical error or inaccuracy, you agree that you will promptly alert the Company. The previous sentence notwithstanding, alerting the Company to an inaccuracy will not create a duty for the Company.
- Pricing is subject to change at any time and without notice. Upon a change in pricing, subsequent Subscriptions shall be billed at the then-current rate.
C. License and Conditions of Use
- During the Subscription (and subject to the terms contained in the SaaS Documents), the Company grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for Your internal business purposes.
- During the Subscription, the Company will provide basic support for the Service through email and, at the company’s election, telephone; By using the Service, You agree to:
(a) only permit the authorized users, as listed on the Order Form, to access the Services;
(b) not distribute, rent, lease, loan, license, sublicense, make available, transfer, assign, sell, reproduce, adapt, translate, disclose, display, publish, exploit, or modify the Service, its content, or any components thereof, including its source code;
(c) prevent unauthorized users from accessing the Service through Your account;
(d) use the Service solely for creating and sharing presentations, and incidental tasks related thereto;
(e) not create derivative works based on the Service or any components thereof;
(f) obtain, at Your expense, all software, hardware, equipment, licenses, authorizations, and permissions necessary to use the Service;
(g) obtain, at Your expense, all licenses and authorizations required for the acquisition, delivery or use of the Service;
(h) abide by the Terms of Service (and all related agreements) of third party software and scripts used within the Service.
(i) not reverse assemble, reverse engineer, decode, deconstruct, or recreate the source code of the Service; and
(j) comply with all laws, rules and regulations applicable to the Service, including, without limitation, the restrictions, controls, customs duties, laws, rules and regulations of the jurisdiction to where delivery of the Service was ordered and is used
(k) comply with all federal, state, and local laws as they relate to the information you submit to the Service, including (but not limited to) the Fair Credit Reporting Act
(l) not data-mine, use or launch spiders, bots, scripts, or undertake any other procedures to index, record, or image any portion of the Service.
D. Payment of Fees
- You agree to pay all Fees, as that term is defined in the Order Form.
- You warrant that all payment information provided to the Company, whether in the Order Form, or otherwise, is accurate, complete, and truthful. You further authorize the Company to charge all Fees to the payment information provided.
- Unless otherwise stated in the Order Form, all payments for which invoices are delivered are due within 30 days of the date of the invoice. The Company may, in its sole discretion, assess a late fee of 1.5% per month.
- If You have elected to pay Fees via credit card and (i) the credit card is charged back to the Company, (ii) the credit card information is invalid or expired, or (iii) if any Fees invoiced to You are not paid within 30 days of the invoice date, the Company may elect any of the following remedies, in its sole discretion: (i) with respect to chargebacks, cease charging Your credit card and invoice You for the amount charged back and any future Fees; (ii) accelerate the payment of any Fees payable; (iii) immediately suspend Your access to the Services until payment is made; and/or (iv) immediately terminate the applicable Order Form for which Fees were due and/or terminate this Agreement.
- Unless otherwise stated in an Order Form or invoice, the Fees do not include any federal, state, or local taxes, tariffs, or government fees (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your Subscription, and will pay, indemnify, and hold the Company harmless from any Taxes (and any costs associated with the collection or withholding thereof), including penalties and interest. The Company reserves the right to invoice You for any Taxes which it believes, in its good faith judgment, are owed by You.
E. Registration and Passwords
- In order to fully access the Service, You will be required to create an account and a secure username and password (the “Credentials”). You agree to keep the Credentials confidential, not to share the Credentials with any other person, and not to allow any person other than You to access the Service with Your Credentials.
- You warrant that all information provided by You to the Company is accurate and truthful. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE COMPANY FOR ANY USE OF YOUR ACCOUNT AND ANY COSTS INCURRED ON BEHALF OF THE ACCOUNT.
F. Intellectual Property
- You acknowledge that all patents, copyrights, trademarks, trade secrets, ideas, technical information, user interfaces, designs, and processes (collectively, “Intellectual Property”) used within or in connection with the Service are property of the Company or its respective owner. No license, assignment, lease, or sale of Intellectual Property has been offered to You. You agree not to use any of the Intellectual Property associated with the Service or Company, or derivatives thereof, including the name “CloseHero,” for any purpose other than those expressly permitted in this Agreement. The Company retains full rights to all Intellectual Property.
- You warrant that you have the requisite legal right to use all Intellectual Property you upload to the Service to create presentations.
- You agree not to utilize the Service to share, copy, transmit, sell, or in any other way distribute any intellectual property to which You do not own the rights or have the requisite legal permission to distribute.
G. Copyright Infringement
- You may not post any copyrighted material without the proper legal authority to do so. The Company will cancel the accounts of repeat violators of intellectual property rights. If You believe that Your copyrighted work has been posted on the Application in such a way that constitutes copyright infringement, please provide our DMCA Copyright Agent (at the address below) with the following information:
* a specific description of the copyrighted work that You claim has been infringed, including a location within the Application;
* Your address, telephone number, and email address;
* a written statement by You that You have a good faith belief that the disputed use is not authorized by the owner
* a statement made by You under penalty of perjury, that the information contained in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf; and
* an electronic or physical signature of the person authorized to act on behalf of the copyright owner
- Notice of claims of copyright infringement must be provided to the Company’s DMCA Copyright Agent at the following address via certified mail:
CloseHero, Attn: Legal Department, 4835 North 152nd Dr, Goodyear, AZ, 85395, U.S.A.
H. Fraud Protection
- In an effort to prevent fraud, we reserve the right to refuse to process any transaction if we suspect misuse of financial information. We reserve the right to cancel any Subscription without notice.
- For purposes of this Agreement, “Confidential Information” means all information that is either (i) marked as confidential or (ii) that a reasonable person would deem to be confidential based on the circumstances of delivery and industry practices. Confidential Information includes, but is not limited to, the components of the Service, documentation related to the Service, technical data and information, methodologies and related documents, training materials, product plans and roadmaps, market strategies, business models, pricing, marketing material, and software source code for the Service.
- You agree to:
(a) maintain in strict confidence the Company’s Confidential Information;
(b) not disclose the Company’s Confidential Information to any third party other than Your employees who have a need to know such Confidential Information in connection with this Agreement, except as expressly permitted by the Company in writing; and
(c) not use the Confidential Information for any purpose except as permitted by this Agreement. Notwithstanding the foregoing, You may provide or permit access to the Company’s Confidential Information as required by law.
- You agree to destroy or delete all Confidential Information in Your possession (other than elements of the Service hosted remotely) promptly upon the end of the Term.
J. Limitation of Damages
- The Company and its owners, shareholders, directors, officers, and employees shall in no way be responsible for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of You or anyone else in connection with the use of the Service, whether in tort, contract, or otherwise.
- The Service is provided “as is” without any warranty of any kind, whether express, implied, or otherwise.
- You agree to indemnify and hold the Company, its subsidiaries, parents, and affiliates, and its and their owners, officers, agents, partners and employees, harmless from any loss, liability or claim, made by any third party due to or arising out of Your breach of or failure to comply with this Agreement, Your use of the Service, and Your violation of any statute, regulation, ordinance, code, or agreement.
- Any dispute or claim arising out of or relating to this Agreement shall be adjudicated by binding arbitration. You understand that You are waiving Your right to a trial. Such arbitration shall be conducted by the American Arbitration Association, or if no longer in existence, a similar such arbitration organization chosen in good faith by the Company. The arbitration panel shall consist of one arbitrator to be chosen by the arbitration organization. The arbitration proceedings shall take place exclusively in Maricopa County, Arizona, and shall be governed in all respects by Arizona law, without regard for the conflict of laws.
- You agree to waive Your right to participate in any class action, including any class or group arbitration.
- Notwithstanding the terms of this Section 811, each party retains the right to bring an individual action to seek injunctive or other relief in a court of competent jurisdiction within the state of Arizona to prevent (1) the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights or (2) actual or threatened tortious interference with a business relationship or contract.
- The Company may provide You with messages regarding the Company, the Service, or its business partners via email or SMS/text message. You hereby expressly consent to receive such messages, and further consent that by typing Your name when registering for the Service, that You have electronically signed Your name agreeing to such.
- A party’s failure or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver, nor shall any single or partial exercise of any right, power or privilege preclude the exercise of any other right hereunder.
- You may not assign this Agreement without the express written permission of the Company. The Company may assign its rights and duties under this Agreement without notice, in which case the assignee will be bound by the terms of this Agreement.
- Notice may be directed to the company at:
CloseHero, Attn: Legal Department, 1161 Mission St., San Francisco, CA, 94103, U.S.A.