TERMS AND CONDITIONS AGREEMENT
Version: August 21, 2017
This Terms and Conditions Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“user” or “you”) and CLOZTALK®, LLC and its related or affiliated companies (collectively, “CLOZTALK” or “Company” or “we” or “us” or “our”), concerning your access to and use of the www.CLOZTALK.com website as well as any other media form, media channel, social media, social media site, mobile website or mobile application related or connected thereto (collectively, the “Website”). The Website provides cause-based apparel for sale (“CLOZTALK Services”). Supplemental terms and conditions, or new services, features or documents that may be posted or made available on the Website from time to time, are hereby expressly incorporated into this Agreement.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY USING THE WEBSITE. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT CLOZTALK MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE WEBSITE OR CLOZTALK SERVICES.
CLOZTALK makes no representation that the Website is appropriate or available in other locations other than where it is operated by CLOZTALK. The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject CLOZTALK to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
All users who are minors in the jurisdiction in which they reside (generally under the age of 18) are not permitted to register for the Website or use the CLOZTALK Services.
CLOZTALK bills you through an online billing account for purchases of products and/or services. You agree to pay CLOZTALK all charges at the prices then in effect for the products you or other persons using your billing account may purchase, and you authorize CLOZTALK to charge your chosen payment provider for any such purchases. You agree to make payment using that selected payment method. CLOZTALK reserves the right to correct any errors or mistakes in pricing that it makes even if it has already requested or received payment. Sales tax will be added to the sales price of purchases as deemed required by CLOZTALK. CLOZTALK may change prices at any time. All payments shall be in U.S. dollars.
Regarding Your Registration
By using the CLOZTALK Services, you represent and warrant that:
A. All registration information you submit is truthful, complete and accurate;
B. You will timely maintain the truthfulness, completeness and accuracy of such information;
C. You will keep your password confidential and will be responsible for all use of your password and account;
D. You are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Website; and
E. Your use of the CLOZTALK Services does not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current or incomplete, or CLOZTALK has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CLOZTALK has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof).
We reserve the right to remove, reclaim or change a user name you select if we determine appropriate in our discretion, such as when the user name is obscene or otherwise objectionable or when a trademark owner complains about a username that does not closely relate to a user's actual name.
GUIDELINES FOR USER CONTENT
The Website may provide you the opportunity to voluntarily post or submit reviews, comments, text, artwork, photographs, videos, music, etc. in publicly viewable areas on the Website (collectively, “User Content”). User Content is publicly viewable, and there is no obligation on CLOZTALK to maintain User Content in confidence. You understand that you are solely repsonsible for your User Content and that you voluntarily post your User Content at your own risk. CLOZTALK has absolutely no obligation to screen User Content or to delete User Content, even if anyone considers the User Content to be objectionable or inaccurate. CLOZTALK may accept, reject or remove any User Content in its sole discretion at any time, for any reason, without notice.
Those persons posting User Content agree to comply with the following criteria:
- User has firsthand experience with what is being reviewed or commented upon;
- User Content is non-confidential;
- User Content does not contain: language that is offensive, profane, abusive, objectionable, harassing, embarassing, deceitful, annoying, inflammatory, unlawful, libelous, racist, or hateful; discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation or disability; or references to illegal activity;
- User Content is not affiliated with competitors if posting negative User Content;
- User Content does not make any conclusions as to the legality of conduct;
- User Content is not made in breach of a legal duty, such as a contractual duty or duty of confidence;
- User Content does not contain corrupted data, viruses or other harmful, disruptive or destructive files;
- User Content does not appear to be the creation of or originate from CLOZTALK;
- User owns all rights, title and interest in and to the User Content or has all rights, licenses consents, releases and permissions to post or submit the User Content;
- User is 18 years old or older;
- User Content will not give rise to any claims for payment against CLOZTALK including, but not limited to, claims for royalties or residual fees;
- User Content does not include false statements and is not misleading or harmful in any way; and
- User Content does not violate this Agreement or any applicable law, rule or regulation.
User Content is not endorsed by CLOZTALK, and does not represent the views of CLOZTALK or of any affiliate or partner of CLOZTALK. CLOZTALK does not assume liability for any User Content or for any claims, liabilities or losses resulting from any User Content.
By posting or submitting User Content, you hereby grant to CLOZTALK a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, irrevocable, assignable right and fully sublicensable license to reproduce, modify, broadcast, translate, publish, disclose, edit, store, transmit by any means, display, perform and/or distribute all content, original or derivative, in whole or in part, of or related to the User Content for any purpose, including but not limited to commercial, advertising, publicity, promotional or marketing purposes. You expressly consent that CLOZTALK may use your name, image, likeness and persona in connection with your User Content, and you hereby release CLOZTALK and any person acting under CLOZTALK’s authority or permission from any liability, claim, judgment, damage, loss, cost, and expense (including reasonable attorneys’ fees) relating to CLOZTALK’s use of User Content or your name, image, likeness, or persona. You also expressly consent that damage, if any, from any alleged claim relating to or arising out of CLOZTALK’s use of User Content will not be irreparable or otherwise sufficient for you to seek or be entitled to injunctive relief or other equitable relief, and your rights and remedies shall be strictly limited to the right to recover damages, if any.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the CLOZTALK Services ("Submissions") provided by you to CLOZTALK are non-confidential and CLOZTALK (as well as any designee of CLOZTALK) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You may not access or use the Website for any other purpose other than that for which CLOZTALK makes it available. The Website may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by CLOZTALK. Prohibited activity includes, but is not limited to:
- Attempting to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website;
- Attempting to impersonate another user or person or using the username of another user;
- Criminal or tortious activity;
- Deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website;
- Deleting the copyright or other proprietary rights notice from any Website content;
- Engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools;
- Except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Website, or using or launching any unauthorized script or other software;
- Harassing, annoying, intimidating or threatening any CLOZTALK personnel or agents engaged in providing any portion of the CLOZTALK Services to you;
- Interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website;
- Making any unauthorized use of the CLOZTALK Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;
- Selling or otherwise transferring your profile;
- Systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from CLOZTALK;
- Tricking, defrauding or misleading CLOZTALK and other users, especially in any attempt to learn sensitive account information such as passwords;
- Using any information obtained from the Website in order to harass, abuse, or harm another person;
- Using the CLOZTALK Services as part of any effort to compete with CLOZTALK or to provide services as a service bureau; or
- Using the Website in a manner that is inconsistent with any and all applicable laws and regulations
INTELLECTUAL PROPERTY RIGHTS
The content on the Website, including but not limited to the trademarks, service marks and logos contained therein (“CLOZTALK Content”), is owned by or licensed to CLOZTALK, and is subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. CLOZTALK Content, includes, without limitation, all source code, databases, functionality, software, website designs, artwork, logos, page headers, button icons, audio, video, text, photographs, illustrations, scripts, service names, and graphics. All CLOZTALK Content is registered as trademarks, common law trademarks or trade dress of CLOZTALK in the United States and/or other countries. CLOZTALK's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the CLOZTALK. The entire CLOZTALK Content is copyrighted as a collective work under U.S. copyright laws, and CLOZTALK owns a copyright in the selection, coordination, arrangement and enhancement of the CLOZTALK Content.
CLOZTALK Content on the Website is provided to you “AS IS” for your information and personal use only and may not be used, copied, modified, altered, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and the CLOZTALK Content and to download or print a copy of any portion of the CLOZTALK Content to which you have properly gained access solely for your personal, non-commercial use. No right, title or interest in any of the downloaded or printed materials is transferred to you as a result of any such downloading or printing. CLOZTALK reserves complete intellectual property rights, title and interest in any of the CLOZTALK Content that you download or print from the Website. CLOZTALK reserves all rights not expressly granted to you in and to the Website and CLOZTALK Content.
CLAIMS OF COPYRIGHT INFRINGEMENT
We respect the intellectual property rights of others and respond to notices of alleged copyright infringement that comply with applicable law. We will remove any infringing materials from the Website, and, in appropriate circumstances, we will disable or terminate accounts of repeat infringers according to applicable laws.
If you believe that any material on the Website infringes upon any copyright or trademark that you own or control, please immediately notify CLOZTALK at:
P.O. Box 10130
Chicago, IL 60610
In your notification, please provide CLOZTALK with the following information, according to applicable laws:
- Identification of the trademark or copyrighted work that you claim to have been infringed;
- Identification of the allegedly infringing material on Website that you request to be removed;
- Your name, physical address, phone number and email;
- A good-faith statement that you believe the use of the trademark or copyrighted work is not authorized;
- A statement that your notification is accurate and that you are authorized to act on behalf of the intellectual property owner’s right that is allegedly being infringed; and
- A physical or electronic signature of the intellectual property owner or an agent authorized to act on the owner’s behalf to assert infringement and to submit the statement.
If you knowingly misrepresent in your notification that the material is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred as the result of our reliance on your misrepresentation in removing or disabling access to such material.
THIRD PARTY WEBSITES AND CONTENT
The Website contains links to other websites (“Third Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties ("Third Party Content"). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by CLOZTALK, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by CLOZTALK. If you decide to leave the Website and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the Website. Any purchases you make through Third Party Websites will be through other websites and from other companies, and CLOZTALK takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.
CLOZTALK reserves the right but does not have the obligation to:
- Monitor the Website for violations of this Agreement;
- Take appropriate legal action against anyone who, in CLOZTALK’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;
- Refuse, restrict or disable access or availability to the Website of, to the extent technologically feasible and in CLOZTALK’S sole discretion without limitation, notice or liability, any user’s contribution or any portion thereof that may violate this Agreement or any CLOZTALK policy;
- Remove from the Website or otherwise disable, in CLOZTALK’S sole discretion and without limitation, notice or liability, all files and content that are excessive in size or are in any way burdensome to CLOZTALK’S systems; or
- Otherwise manage the Website in a manner designed to protect the rights and property of CLOZTALK and others and to facilitate the proper functioning of the Website.
TERM AND TERMINATION
This Agreement shall remain in full force and effect while you use the Website or are otherwise a user or member of the Website, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below.
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, CLOZTALK RESERVES THE RIGHT TO, IN CLOZTALK’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE AND THE CLOZTALK SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND CLOZTALK MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE AND THE CLOZTALK SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING AND IN CLOZTALK’S SOLE DISCRETION.
If CLOZTALK terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, CLOZTALK reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.
CLOZTALK reserves the right to revise or modify this Agreement at any time without prior notice. Such changes to this Agreement will be posted on the Website and revisions will be indicated by date. You agree to be bound by and follow this Agreement as changed when you use the Website or CLOZTALK Services following any such changes. You agree that you will periodically check the Website for updates or modifications to this Agreement.
CLOZTALK reserves the right at any time to modify or discontinue, temporarily or permanently, the CLOZTALK Services (or any part thereof) with or without notice. You agree that CLOZTALK shall not be liable to you or to any third party for any modification, suspension or discontinuance of the CLOZTALK Services.
If there is a dispute between users of the Website, or between users and any third party, you understand and agree that CLOZTALK is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release CLOZTALK, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the CLOZTALK Services.
A.Governing Law; Jurisdiction.This Agreement and all aspects of the Website and CLOZTALK Services shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to conflict of law provisions. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Cook County, State of Illinois, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Website or CLOZTALK Services be instituted more than one (1) year after the cause of action arose.
B.Informal Resolution.To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and CLOZTALK agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other.
C.Binding Arbitration.If you and CLOZTALK are unable to resolve a Dispute through informal negotiations, either you or CLOZTALK may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Cook County, State of Illinois. Except as otherwise provided in this Agreement, you and CLOZTALK may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
D.Restrictions.You and CLOZTALK agree that any arbitration shall be limited to the Dispute between CLOZTALK and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
E.Exceptionsto Informal Negotiations and Arbitration. You and CLOZTALK agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of any of your or CLOZTALK’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief. If this Section is found to be illegal or unenforceable then neither you nor CLOZTALK will elect to arbitrate any Dispute falling within that portion of this Section found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and you and CLOZTALK agree to submit to the personal jurisdiction of that court.
Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to descriptions, pricing, availability, and various other information. CLOZTALK reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.
CLOZTALK cannot control the nature of all of the content available on the Website. By operating the Website, CLOZTALK does not represent or imply that CLOZTALK endorses any blogs, contributions or other content available on or linked to by the Website, including without limitation content hosted on third party websites or provided by third party applications, or that CLOZTALK believes contributions, blogs or other content to be accurate, useful or non-harmful. We do not control and are not responsible for unlawful or otherwise objectionable content you may encounter on the Website or in connection with any contributions. CLOZTALK is not responsible for the conduct, whether online or offline, of any user of the Website or CLOZTALK Services.
YOU AGREE THAT YOUR USE OF THE WEBSITE AND CLOZTALK SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, CLOZTALK, ITS MANAGERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND THE CLOZTALK SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CLOZTALK MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR CLOZTALK SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. CLOZTALK DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CLOZTALK WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT SHALL CLOZTALK OR ITS MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR CLOZTALK SERVICES, EVEN IF CLOZTALK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CLOZTALK’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO CLOZTALK FOR THE CLOZTALK SERVICES DURING THE PERIOD OF ONE (1) YEAR PRIOR TO ANY CAUSE OF ACTION ARISING.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
You agree to defend, indemnify and hold CLOZTALK, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your contributed content, use of the CLOZTALK Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Notwithstanding the foregoing, CLOZTALK reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify CLOZTALK, and you agree to cooperate, at your expense, with CLOZTALK’s defense of such claims. CLOZTALK will use reasonable efforts to notify you of any such claim, action, or proceeding that is subject to this indemnification upon becoming aware of it.
Except as explicitly stated otherwise, any notices given to CLOZTALK shall be given by email to the address listed in the contact information below. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given twenty-four (24) hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail.
The Website will maintain certain data that you transfer to the Website for the purpose of the performance of the CLOZTALK Services, as well as data relating to your use of the CLOZTALK Services. Although we perform regular routine backups of data, you are primarily responsible for all data that you have transferred or that relates to any activity you have undertaken using the CLOZTALK Services. You agree that CLOZTALK shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against CLOZTALK arising from any such loss or corruption of such data.
Your use of the CLOZTALK Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE CLOZTALK SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
This Agreement constitutes the entire agreement between you and CLOZTALK regarding the use of the CLOZTALK Services. The failure of CLOZTALK to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. CLOZTALK may assign any or all of its rights and obligations to others at any time. CLOZTALK shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond CLOZTALK's reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and CLOZTALK as a result of this Agreement or use of the Website and CLOZTALK Services. Upon CLOZTALK’s request, you will furnish CLOZTALK any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against CLOZTALK by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
In order to resolve a complaint regarding the CLOZTALK Services or to receive further information regarding use of the CLOZTALK Services, please contact CLOZTALK as set forth below.
P.O. Box 10130
Chicago, IL 60610