Terms of Service
Closerware, LLC (“Closerware”) and “Customer,” or in the alternative, “You” agree to the following terms and conditions as set forth in this Agreement. If the individual accepting this Agreement enters into this Agreement on behalf of an association, organization, company or other entity (“Company”), said individual represents that they have the authority to bind the Company and all of its shareholders, partners and/or members to this Agreement and the terms governing the use of Closerware’s online Service. If You do not have such authority, or if You do not agree with these terms, You may not accept this Agreement and may not use the Service.
- Service(s) to be Provided
Closerware will provide Customer with data hosting, publishing, and management services (the “Service”). Customer’s registration for, or use of, the Service shall be deemed to be Customer’s acceptance of the terms of this Agreement, which includes the attached Product Detail and any materials on the Closerware website incorporated by reference herein, including but not limited to the privacy and security policies described in Section 5 of this Agreement.
- Expense Reimbursement
Closerware shall not incur any expenses on behalf of Customer unless otherwise requested or consented to in writing by Customer. Customer shall reimburse Closerware for its reasonable out of pocket authorized expenses incurred by Closerware through the date of termination provided Closerware submits written documentation of such expenses regardless of whether this Agreement is terminated. Closerware may invoice Customer from time to time for such authorized expenses. All invoices are due and payable within thirty (30) days of date of same. A monthly service charge is due and payable on all overdue balances on invoices. Closerware reserves the right to request Customer pay any such expenses in advance.
- Billing and Renewal
The products to which you subscribe, the setup and subscription fees, as well as the Initial Term and Renewal Term are selected during the online sign up or are set forth in the Customer Order Form. A monthly service charge is due and payable on all overdue balances on invoices. Closerware’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such applicable taxes, levies, or duties.
- Non-Payment and Suspension
In addition to any other rights granted to Closerware herein, Closerware reserves the right to suspend or terminate this Agreement and Customer’s access to the Service if Customer’s account becomes delinquent (falls into arrears). Closerware reserves the right to impose a reconnection fee in the event Customer is suspended and thereafter requests access to the Service. Customer agrees and acknowledges that Closerware has no obligation to retain Customer Data after suspension or termination of this Agreement. Closerware will use best efforts to notify Customer if its records indicate that Customer’s account is delinquent.
- Privacy & Security
Closerware’s privacy and security policies may be viewed at https://volunteermatters.com/privacy/. Closerware reserves the right to modify its privacy and security policies from time to time without notice.
- Customer Data
“Customer Data” means all data, information, text, materials, images, photographs, illustrations, graphics, audio or video clips, and other content provided by any user of the Service on behalf of Customer to Closerware (or any of Closerware’s agents, representatives, service providers or vendors) for use in providing the Service to Customer, including, without limitation, all data, information and other materials published or managed by any database maintained by Closerware (or any of Closerware’s agents, representatives, service providers or vendors) in connection with the Service.
Customer alone shall own all right, title and interest in and to the Customer Data. This Agreement does not convey to Closerware any rights of ownership in or related to the Customer Data.Customer, not Closerware, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data. While Closerware employs state of the art data storage hardware and software with built-in redundancies, Closerware shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
The terms of Your Product Setup Services and Product Subscription Services are set forth in the attached Product Detail, which is incorporated and made a part of this Agreement. Either party may terminate this Agreement, effective upon the expiration of the then current term, by notifying the other party in writing at least thirty (30) days prior to the expiration date of the current term.
- Termination for Cause
Customer’s failure to fulfill its responsibilities under this Agreement, and/or unauthorized use of the Closerware Service(s) will be deemed a material breach of this Agreement. In such case Closerware, in its sole discretion, may terminate Customer’s password, account or use of the Service.
- Representation & Warranties
Each party to this Agreement represents and warrants that it has the legal power and authority to enter into this Agreement on behalf of itself and all of its members. Closerware represents and warrants that it will provide the Service in a manner consistent with the online Closerware help documentation under normal use and circumstances. Customer represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service and that Customer’s billing information is correct.
- Intellectual Property and License for Use of Service
As used in this paragraph and anywhere else in this Agreement, “Content” means the audio and visual information, documents, software, products and services contained or made available to You in the course of using the Service; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; Closerware ”Technology” means all of Closerware’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by Closerware in providing the Service.
Closerware hereby grants Customer a non-exclusive, non-transferable, worldwide right to use the Service, solely for Your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to You are reserved by Closerware and its licensors.You may not access the Service if You are a direct competitor of Closerware, except with Closerware’s prior written consent. In addition, You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or its Content in any way; (ii) modify or make derivative works based upon the Service or its Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.You may use the Service only for Your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
Closerware alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Closerware Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, the Closerware Technology or the Intellectual Property Rights owned by Closerware. The Closerware name, logo and the product names associated with the Service are trademarks of Closerware or third parties, and no right or license is granted to use them.
- Mutual Indemnification
You shall indemnify and hold Closerware, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by You of Your representations and warranties; or (iii) a claim arising from the breach by You or Your Users of this Agreement, provided in any such case that Closerware (a) gives written notice of the claim promptly to You; (b) gives You sole control of the defense and settlement of the claim (provided that You may not settle or defend any claim unless You unconditionally release Closerware of all liability and such settlement does not affect Closerware’s business or Service); (c) provides to You all available information and assistance; and (d) has not compromised or settled such claim.
Closerware shall indemnify and hold You and Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the effective date of this Agreement, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Closerware of its representations or warranties in this Agreement; or (iii) a claim arising from Closerware’s willful misconduct or gross negligence, provided that You (a) promptly give written notice of the claim to Closerware; (b) give Closerware sole control of the defense and settlement of the claim (provided that Closerware may not settle or defend any claim unless it unconditionally releases You of all liability); (c) provide to Closerware all available information and assistance; and (d) have not compromised or settled such claim. Closerware shall have no indemnification obligation, and You shall indemnify Closerware pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Your products, service, hardware or business process(s).
- Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9 OF THIS AGREEMENT, CLOSERWARE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. CLOSERWARE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9 OF THIS AGREEMENT, ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CLOSERWARE AND ITS LICENSORS.
- Internet Delays
CLOSERWARE’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CLOSERWARE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
- Limitation of Liability
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Customer agrees that it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Closerware, its agents, representatives and employees from any claim, suit, penalty, tax, or tariff arising from the Customer’s exercise of Internet electronic commerce.
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER FOR THE SUBSCRIPTION TERM DURING WHICH THE EVENT GAVE RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE OR THIS AGREEMENT.
Closerware may give notice by written communication published to the login or landing page of the service, or sent by email, facsimile or by first class mail or pre-paid post to Customer’s address or fax number on record in Closerware’s account information. Customer may give notice to Closerware (such notice shall be deemed given when received by Closerware) at any time by any of the following: letter sent by confirmed facsimile to Closerware at the following fax number: US (203) 286-2163; letter delivered by nationally recognized delivery service or first class postage prepaid mail to Closerware at the following address: Closerware LLC, 221 N Hogan Street, Suite #337 Jacksonville, FL 32202 USA addressed to the attention of: Chief Financial Officer.
This Agreement shall be governed by Florida law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located closest to Jacksonville, FL USA. Closerware’s delay or failure to enforce any term of this Agreement or exercise any remedy hereunder shall not operate as a waiver of that remedy or of any default in performance by Customer. Upon a breach of this Agreement by Customer, Customer shall be liable to Closerware for all costs of remedying such breach, including reasonable attorneys’ fees. This Agreement contains the entire agreement between and among the parties and supersedes any and all prior agreements, arrangements, or understandings between or among the parties related to the subject matter of this Agreement. All prior and contemporaneous negotiations and agreements are deemed incorporated into this Agreement or to have been abandoned if not so incorporated into this Agreement. Except as otherwise provided in this Agreement, there shall be no third party beneficiaries of this Agreement. Closerware reserves the right to modify this Agreement from time to time without notice. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. Whenever the context so requires herein, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. This Agreement represents the intent of Closerware and Customer and shall be construed accordingly. Both parties expressly agree that this Agreement is not a consumer transaction and shall be construed as such with regard to any applicable local, state or federal law. No joint venture, partnership, employment, or agency relationship exists between Customer and Closerware as a result of this Agreement or use of the Service.
Questions or Additional Information:If You have questions regarding this Agreement or wish to obtain additional information, please send e-mail to firstname.lastname@example.org.
- Service Description
Closerware provides Services related to the publication and management of a website. The Services are provided as two product offerings VolunteerMatters and GrantMaker. Customers may opt in to one or more Products at varying subscription levels during the online sign up or in accordance with a Customer Order Form. The subscription level will determine the product features made accessible to the Customer. The Customer shall also subscribe to a maximum number of licenses for sites, contacts, and administrators. The Services are provided as a part of the product setup and product subscription.
- Product Setup
The Product Setup Services are made available within one week of receipt of payment AND the online order or executed Customer Order Form. As used herein, the term “Product Launch” means the point in time when Closerware has activated the service and made it available to Customer.
- Product Setup Payment
The fees associated with the Product Setup Services are paid by Customer in accordance with Section 3 of the Agreement and is due prior to Product Launch. The Setup Fee is nonrefundable and must be paid whether or not this Agreement is terminated.
- Product Subscription Payment
Subscription fees are payable in advance and are nonrefundable whether or not the Service is actively used. Renewal Billing Terms of less than 12 months require an Automated Clearing House (ACH) transfer or credit card for recurring payments.
- Initial Billing Term
The initial billing term will begin after Product Launch. Customer will be obligated to a minimum Initial term of at least one month and a maximum initial term of any number of months mutually agreed upon by Closerware and Customer as indicated during online sign up or on the Customer Order Form and as indicated on Closerware invoices.
- Automatic Renewal
The Customer’s Subscription to the Service will automatically renew for a period equal in length to the initial term or for a term of any number of months mutually agreed upon by Closerware and Customer as indicated during online sign up, on the Customer Order Form, or as indicated on Closerware invoices. The renewal charge will be equal to the Service fee then in effect at the time of renewal. Subscription fees may be paid in installments at Closerware’s discretion.Closerware reserves the right to change the fees, applicable charges and usage policies for the Service and to introduce new charges at any time. Such charges will not apply to Services for which the Customer has already paid. Closerware’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such applicable taxes, levies, or duties.
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