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Terms of Service

Thank you for selecting the Services offered by Cloza Analytics LLC and/or its subsidiaries and affiliates (referred to as "Cloza", "we", "our", or "us"). Review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and Cloza. By clicking “I Agree,” indicating acceptance electronically, or by installing, accessing or using the Services, you agree to this Agreement. If you do not agree to this Agreement, then you may not use the Services.

If you are an individual acting on your company’s or client’s behalf, you accept these provisions on their behalf and the term “you” or the "Client", will refer to you, your company, or your client. 

 
1. Services

1.1 Cloza Services. Subject to Client’s compliance with this Agreement, Cloza will provide, and hereby grants Client the limited, non-exclusive, non-sublicensable right to access and use Cloza service products, or other services, initially set forth in the order form executed by Client or purchased pursuant to Section 1.2 (“Services”). Service Descriptions are available at: https://www.cloza.co/pricing-plans and incorporated by reference herein (“Service Description”). Cloza may modify the Services and the Service Descriptions from time to time, provided that such modifications do not materially adversely affect the Services.

1.2 Services Activation. Following execution of the Order Form, Cloza shall initiate activation of the Service by providing Client with access to an account within the applicable Service (“Activation Date”). Client is responsible for (a) providing Cloza with any historical data to be archived in a format acceptable to Cloza; and (b) configuring Client messaging services or other systems to transmit Client Data (as defined in Section 4.2) to Cloza.

1.3 Data Retention. Cloza will retain Client Data for the Term of the Agreement, unless Client requests or implements specific retention policies within the Services. Any specific retention policies will be based on variables assigned to Client Data by Client and Client shall be solely responsible for the retention policies applied to Client Data. Following termination or expiration of this Agreement, Cloza will retain the Client Data for a minimum of three (3) months.

1.4 Support & Service Level Agreements. Cloza will provide the level of support applicable to the Service package purchased by Client. Client may find support FAQ’s, or initiate support requests by submitting support tickets, here: www.cloza.co

1.5 Attestation Letter. If requested by Client, and required by regulations applicable to Client’s business, Cloza will provide Client with Cloza’s standard third party attestation letter.

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2. Your rights to use the services

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Cloza. Cloza reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Cloza grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.

2.2 You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

  • Provide access to or give any part of the Services to any third party.

  • Reproduce, modify, copy, sell, trade, lease, rent or resell the Services.

  • Decompile, disassemble, or reverse engineer the Services.

  • Make the Services available on any file-sharing or application hosting service.

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3. Payment

For Services offered on a payment or subscription basis, the following terms apply, unless Cloza or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

  • Payments will be billed to you in U.S. dollars, or other currencies which will be specified (plus any and all applicable taxes, including without limitation VAT, GST and SST), as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.

  • You must pay with one of the following:

  • A valid credit card acceptable to Cloza;

  • A valid debit card acceptable to Cloza;

  • Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or by another payment option Cloza provides to you in writing.

  • If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.

  • If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

  • Cloza will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services subscription is cancelled or terminated under this Agreement.

  • Additional cancellation or renewal terms may be provided to you on the website for the Services.

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4. Courses

All courses shown on Cloza's websites are provided by individual contractors or Cloza's employees. All suggestions, advices, courses and materials are for educational purposes only. You understand results can be varied and Cloza does not guarantee any improvement, or results in your business performance. Please be aware that tickets are non-refundable. 

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4. Client’s Use of the Services

4.1 Client Account. Client shall create an account within the Services. Client is responsible for (a) ensuring that Client’s account registration information is complete and accurate; and (b) the security and confidentiality of Client’s account credentials. Client shall designate at least one authorized user who shall have administrative access to Client’s account, with full access privileges and the authority to place orders under Section 1.2 (“Authorized User”). The Authorized User is responsible for managing all aspects of the Services, including without limitation, requesting changes or modifications to the Services, adding or removing users, webpages, URL(s), or adding or deleting Authorized Users. Client acknowledges and agrees that Cloza will only accept such requests from Authorized Users, or a verified officer of Client’s organization. Cloza may, in its sole discretion, refuse to comply with any request if the identity of the Authorized User or the officer making any such request cannot be reasonably verified. The Services may only be used by Client’s authorized employees, agents or contractors in the performance of their duties to Client. Client shall notify Cloza immediately of any unauthorized use of any password or account or any other known or suspected breach of security. Client shall not permit Cloza competitors to access the Services for any reason. Client is solely responsible for all activity which occurs within Client’s account and for the actions of its employees, contractors or agents, whether or not such person is or was acting within the scope of their employment, engagement or agency relationship.

4.2 Client Data Transmission. Client acknowledges and agrees that (a) it is Client’s sole responsibility to monitor Client Data to ensure that Client Data is properly transmitted to Cloza; (b) despite any monitoring services provided by Cloza, Client shall notify Cloza of any delivery failures or outages of Client’s systems (or its service providers) which may affect the transmission of Client Data; and (c) it is Client’s responsibility to encrypt data sent to Cloza. Cloza is not responsible or liable for any update, upgrade, patch, maintenance or other change which affects the transmission of Client Data to Cloza. It is Client’s responsibility to (i) ensure that Cloza is notified of all email domains, or other electronic messages to be archived; and (ii) to obtain all necessary consents with respect to the transmission, collection and storage of Client Data.

4.3 License to Client Data. “Client Data” means the data of Client which is either (a) transmitted to Cloza by or on behalf of Client, for archiving purposes, in connection with the provision of the Services; or (b) collected or received via the Services at the direction of Client. Client hereby grants Cloza the limited, non-exclusive right to access, copy, transmit, download, display, and reproduce Client Data as necessary to provide, support and improve the Services, or as otherwise authorized hereunder. Client represents and warrants that Client has all necessary rights in and to the Client Data to grant the foregoing license to Cloza.

4.4 Client Indemnification. Client shall indemnify, defend and hold harmless Cloza, its officers, directors, employees and agents, from and against all claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees), arising from Client’s breach of any of Client’s obligations under this Section 4. Client’s obligation for indemnification shall be predicated upon (a) Cloza providing Client with prompt written notice upon becoming aware of any such claim; provided that, Client shall not be relieved of its obligation for indemnification as the result of Cloza’s failure to provide such notice unless Client is actually prejudiced in defending such a claim as a result of Cloza’s failure to provide notice; (b) if requested by Client, and at Client’s expense, Cloza reasonably cooperating with the defense of such claim; and (c) Cloza allowing Client sole and exclusive control over the defense and settlement of any such claim.

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5. Confidentiality

5.1 Confidential Information. “Confidential Information” means (a) the non-public business or technical information of either party, including but not limited to information relating to either party’s product plans, customers, designs, costs, prices, finances, marketing plans, business opportunities, personnel, research, development or know-how; (b) any information designated by either party as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential; (c) the terms of this Agreement; or (d) Client Data. “Confidential Information” will not include information that: (i) is in, or enters, the public domain without breach of this Agreement; (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (iii) the receiving party knew prior to receiving such information from the disclosing party; or (iv) the receiving party develops independently without reference to the Confidential Information.

5.2 Confidentiality Obligations. Each party agrees: (a) that it will not disclose to any third party, or use for its own benefit or the benefit of any third party, any Confidential Information disclosed to it by the other party except as expressly permitted in this Agreement; and (b) that it will take reasonable measures to maintain the confidentiality of Confidential Information of the other party in its possession or control. Either party may disclose Confidential Information of the other party: (x) pursuant to the order or requirement of a court, administrative or regulatory agency, or other governmental body, provided that the receiving party, if feasible and/or legally permitted to do so, gives reasonable notice to the disclosing party to contest such order or requirement; or (y) to the parties agents, representatives, subcontractors or service providers who have a need to know such information provided that such party maintain the Confidential Information on a confidential basis.

5.3 Remedies. Each party acknowledges and agrees that a breach of the obligations of this Section 5 by the other party will result in irreparable injury to the disclosing party for which there will be no adequate remedy at law, and the disclosing party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach or intended breach by recipient.

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6. Intellectual Property Rights

As between Cloza and Client, all server hardware, software and applications required to operate the Services, and other associated technology or documentation, are the sole and exclusive property of Cloza. Except as expressly stated herein, nothing in this Agreement shall serve to transfer to Client any intellectual property right in or to the Services, Software, Cloza trademarks or other intellectual property. Cloza retains all right, title and interest in and to the Services, Software and the associated technology and documentation. As between Cloza and Client, Client Data is the sole and exclusive property of Client and, other than the limited license to Client Data granted in Section 4, nothing in this Agreement shall serve to transfer to Cloza any intellectual property right in the Client Data.

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7. Third Party Networks, Platforms and Components

7.1 Certain Services offered by Cloza may be dependent on third party software, applications, platforms (such as third party social media or business networking platforms), messaging or communication services or API’s (“Third Party Services”). These Third Party Services are not offered, controlled or provided by Cloza. In some cases the Third Party Service may make changes to its service, or components thereof, or discontinue a service without notice to Cloza. Accordingly, Cloza expressly disclaims any liability related to, or arising from, these Third Party Services, including Client’s use thereof, or any updates, modifications, outages, delivery failures, corruptions, discontinuance of services or termination of Client’s account by the Third Party Service. Cloza is not responsible or liable for how the Third Party Service transmits, accesses, processes, stores, uses or provides data to Cloza. Client is solely responsible for complying with any Third Party Services terms and conditions. In order to integrate the Services with certain Third Party Services, Client may be required to provide Client’s or Client’s end user access credentials for the Third Party Service in order to receive Client Data. In such cases, in order to provide the Service, Cloza’s access must be approved (a) by Client for all end users or content; or (b) by each individual end user.

7.2 Certain Services require Client to install data capture or other software. Such software may be sublicensed to Client by Cloza (“Software”) or Client may be required to license the software directly from a third party. If Software is provided to Client by Cloza, Cloza grants Client the limited, non-exclusive, non-sublicensable right to download, execute and install the applicable Software onto Client’s end user’s computer, laptop or mobile device (as applicable) for which Client has purchased a Seat, plus one copy for backup or archival purposes. Client shall not alter, distribute, reproduce, create derivatives of, edit, disassemble or reverse engineer the Software. Cloza makes no other representation or warranty with respect to the Software, and the Software is provided “AS IS”. Cloza is not responsible or liable for (a) changes or modifications made to the Software by anyone other than Cloza; or (b) any changes, modifications, combinations with other software applications or equipment, conditions or issues on or arising from Client’s systems, servers, networks, or the Internet which affects the use or operation of the Software. The warranty contained in this Section 7.2, and the obligation to provide support, do not apply to any software which is not provided by Cloza or which is licensed by Client directly with the software provider. Where Client licenses software directly from the licensor of such software, Client must contact the licensor support for any issues related to the software.

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8. TERMINATION

Cloza may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, related or other Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable Cloza policy, if you no longer agree to receive electronic communications, or if your use of the Services conflicts with Cloza’s interests or those of another user of the Services. Upon Cloza notice that your use of the Services has been terminated you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Cloza’s rights to any payments due to it. Cloza may terminate a free account at any time. Sections 2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.

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9. DISCLAIMER OF WARRANTIES

9.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOZA, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. CLOZA AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

9.2 CLOZA, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

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10. DISCLAIMER OF SERVICES

CLOZA WILL PREPARE CERTAIN MATERIALS FOR THE CLIENT. CLOZA PROMISES TO PROVIDE THE MOST ACCURATE INFORMATION AND SERVICES TO CLIENT. HOWEVER, INFORMATION AND SERVICES PROVIDED BY CLOZA ARE FOR MANAGEMENT USE AND GENERAL EDUCATION USE ONLY. CLOZA MAKES NO REPRESENTATION THAT ITS SERVICES WILL GUARANTEE CERTAIN RESULT IN ANY ENHANCEMENT OF THE CLIENT.

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11. LIMITATION OF LIABILITY AND INDEMNITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF CLOZA, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, CLOZA, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET CLOZA SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF CLOZA AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF CLOZA, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

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You agree to indemnify and hold Cloza and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Cloza reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Cloza in the defense of any Claims.

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12. General Provisions.

This Agreement, including the Additional Terms below, is the entire agreement between you and Cloza regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer this Agreement to anyone without written approval of Cloza. However, Cloza may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by Cloza or (c) a successor by merger. Any assignment in violation of this Section shall be void.

 

Cloza
j.cheuk@cloza.co

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Effective as of January 01, 2022

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