TERMS OF SERVICE
By agreeing to these Terms Of Service (“Terms”), you ("you", "your"), the Client or on behalf of the Client, represent and warrant that you have full legal power and authority to enter into these Terms, perform the obligations hereunder, and authorize and pay the fee payments set forth in the Purchase Order, as defined below. Any capitalized terms used but not defined in these Terms shall have the respective meanings ascribed to them in the Purchase Order.
"You" and "your" refer to you, as a user of the Site. A "user" is someone who accesses, browses, crawls, scrapes, or in any way uses the Site. "We," "us," and "our" refer to CloseDeal.
We refer to the “site” for our websites and apps instinctively.
"Content" means text, images, photos, audio, video, location data, and all other forms of data or communication. "Your Content" means Content that you submit or transmit to, through, or in connection with the Site, such as store locations, offers, ratings, reviews, compliments, invitations, check-ins, messages, and information that you publicly display or displayed in your account profile. "User Content" means Content that users submit or transmit to, through, or in connection with the Site. "CloseDeal Content" means Content that we create and make available in connection with the Site. "Third Party Content" means Content that originates from parties other than CloseDeal or its users, which is made available in connection with the Site. "Site Content" means all of the Content that is made available in connection with the Site, including Your Content, User Content, Third Party Content, and CloseDeal Content.
DealCoin is the CloseDeal virtual currency used to make all transactions within members instantly and free. 100 DealCoins = USD$1.00. For other currencies the value may vary depending on the type of currency exchange source used. In any case, CloseDeal solely determines the value of the DealCoin.
The Wallet where we write all the transactions you have within CloseDeal. All transactions are in DealCoins.
Balance is the total amount of DelCoins in your possession. If your balance is negative "you" owe "us", if balance is positive "we" owe "you".
We may establish a credit line with no interest to you. While within the credit line limit, even if your wallet balance is negative you will still be able to close deals and make transfers. When your credit line limit is reached we will charge your credit card.
I. Ad Plans
These Terms apply to the advertising programs and services (“Ad Plans”) that Client purchases from CloseDeal llc. (“CloseDeal”) from time to time in connection with CloseDeal’s websites, mobile applications, other third-party properties, or as otherwise agreed to by the parties (collectively the “Site”) pursuant to these Terms.
CloseDeal Model is in principle Pay Per Deal and pay as you go. At start the merchant or business owner ( The Client) will be granted an advertisement credit limited amount. Transactions will be recorded to the Merchant Billing account and the default payment method selected by the merchant will be charged when either the credit limit is reached or every 1st of each month, whichever comes first. If the Merchant account balance is greater than 5000 DealCoins ($50.00) the Merchant can request a payment from CloseDeal. CloseDeal has no part in sales for advertised offers by the Merchant to Consumers and any transaction between the Merchant and his Customer are the sole responsibility of the Merchant and his customer.
- The Ad Programs are provided to Client in Hollywood, Florida. Pay-Per-Deal (“PPD”) : Merchant business will pay per each closed deal a percentage of the value of the deal according to the category of the offer and the subscribed plan.
- Business Page Upgrades: allows the Client to purchase a la carte premium features in connection with its business profile page, offers or premium ads.
- Offer Upgrades: Allows the Client to enhance their offers, reach a larger audience or any other enhancement with the intention to sell more.
- Promotional Plans and Monthly Subscriptions: The Merchant can opt in for a promotional plan or a monthly subscription with a reduced commission rate in exchange for a fixed monthly fee.
II. Fees and Payment
Offers can be published at no cost, only when you close a deal we will write a deduction from your wallet and your wallet balance will be reduced. When your credit limit is reached or every 1st of the month, whichever comes first, your default payment method will be charged to buy enough DealCoins to bring your wallet balance to zero. CloseDeal may modify the fees upon ten (10) days’ prior notice via the email address provided by Client to CloseDeal. All fees are net of any excise, sales, use, value added or other taxes, assessments, tariffs, fines, penalties or duties that Client may be required to pay by any federal, state, local, provincial or foreign jurisdictions (collectively, “Taxes”). The amount CloseDeal charges Client may be subject to Taxes and Client is responsible for bearing and remitting any Taxes that apply to Client’s transactions. In jurisdictions where CloseDeal has the legal obligation to collect such Taxes, the amount of such Taxes will be invoiced to Client, and Client will pay such amount unless Client provides CloseDeal with a valid tax exemption certificate authorized by the appropriate taxing authority. Client will indemnify and hold CloseDeal harmless from and against any claim arising out of Client’s failure to pay such Taxes. Unpaid amounts or errors may be billed in subsequent invoices. If Client’s payment method fails or Client’s account is past due, CloseDeal may collect past due amounts using other collection mechanisms, and Client agrees to pay all expenses associated with such collection, including reasonable attorneys’ fees. Undisputed past due amounts will accrue interest at 1% per month or the lawful maximum, whichever is less.
Any Upgrades, promotions, subscriptions purchased individually as set forth in a Purchase Order, CloseDeal may require that all fees be paid in advance and if the upgrade is purchased on a recurring basis, CloseDeal may require to be paid in advance in monthly installments. If Client purchases an Ad Program that includes Business Page Upgrades and/or Offer upgrades and CloseDeal subscription plan, a portion of your fees will cover your Business Page Upgrades and/or Offer Upgrades and a portion will be used for CloseDeal monthly subscription.
IF CLIENT PROVIDES CLOSEDEAL WITH CREDIT CARD, DEBIT CARD, OR BANK ACCOUNT INFORMATION (“PAYMENT METHOD”), CLIENT AUTHORIZES CLOSEDEAL TO USE SUCH PAYMENT INFORMATION TO AUTOMATICALLY CHARGE CLIENT ON A RECURRING BASIS TO COLLECT ALL FEES DUE HEREUNDER. CLIENT REPRESENTS THAT HE OR SHE IS AUTHORIZED TO INCUR CHARGES AGAINST THE PAYMENT METHOD USED TO PURCHASE AD PROGRAMS. THE FORM OF PAYMENT METHOD CANNOT BE CHANGED OR ALTERED UNLESS ALL AMOUNTS DUE UNDER THE TERMS HAVE BEEN PAID IN FULL OR OTHERWISE AGREED TO BY THE PARTIES IN WRITING.
CLOSEDEAL WILL UPDATE CLIENT'S PAYMENT METHOD INFORMATION AND USE THAT NEW PAYMENT METHOD TO RECEIVE PAYMENT OF FEES DUE IF CLOSEDEAL IS NOTIFIED BY CLIENT’S BANK OR PAYMENT METHOD PROVIDER THAT THE PAYMENT METHOD INFORMATION HAS CHANGED OR HAS BEEN UPDATED.
- CLIENT MAY STOP THE SERVICE OF ANY OFFER AT WILL.
- CLIENT UNDERSTANDS THAT RESERVED AND PAID DEALS WILL REMAIN IN PLACE AND CLIENT WILL HAVE TO EITHER HONOR THE DEAL OR CANCEL THE DEAL.
- PAYMENTS FOR SERVICES RENDERED ARE FINAL AND ARE DUE AFTER THE SERVICE HAS BEEN PROVIDED.
- CloseDeal reserves the right to adjust the category for the published offers to the correct one according to CloseDeal Guidance.
- CloseDeal reserves the right to deactivate your account if we detect that you are not following our guidelines, not respecting our terms or we receive reports that you are misleading or your conduct is questionable.
- Deal Cancellation Rules
- Deal cancellation rules apply when you cancel a deal. Keeping your rating high will cost you less DealCoins in the event you need to cancel a Deal.
CloseDeal values behavior and rating matters when you or your customer cancel a deal.
We are firm believers that most people are excellent human beings, so we rate you 5 (five) stars when you sign up.
Your customers will provide feedback about your deal with every deal you close with them.
CloseDeal will automatically decrease your rating if you cancel deals often. You will only regain reputation if consumers rate you higher than the current rating.
If you, the advertiser of the offer decides to cancel a deal we understand that you cannot deliver the product or service you have advertised or other equivalent. A good “customer is always right”, so we will refund the reservation deposit to the customer and if your rating is less than 1 star less than your customer rating, we will deduct equal amount from your wallet that will be shared 50% with the customer and 50% to CloseDeal.
If your rating is more than 1 star less but less than 2 stars less than the customer your wallet will be deducted 1.5 times the required deposit for the Deal.
If your rating is more than 2 stars less than the customer your wallet will be deducted 2.5 times the required deposit for the Deal.
- Deal cancellation rules apply when you cancel a deal. Keeping your rating high will cost you less DealCoins in the event you need to cancel a Deal.
III. Representations and Warranties
Each party represents and warrants to the other that it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was organized; all contact and entity information is complete, correct and current, and the execution and delivery of the Terms, and the performance of the transactions contemplated hereby, are within its corporate powers, and have been duly authorized by all necessary corporate action.
Client represents and warrants to CloseDeal that, if applicable, any information or materials that Client provides in connection with Ad Programs (“Advertising Materials”) will (a) be true and complete, (b) not contain any material that violates CloseDeal’s content guidelines or that is otherwise unlawful, defamatory or obscene, or that infringes or violates any third‐party rights (including any intellectual property rights or privacy or publicity rights) or that may encourage a criminal offense or otherwise give rise to civil liability and (c) comply with all applicable laws and regulations in its performance of the Advertising Agreement (including all applicable privacy / data protection laws and regulations and laws related to Promotions). “Promotions” are any contest, sweepstakes, coupon or other promotion appearing on or promoted through the Site by Client. CloseDeal reserves the right to reject or remove any Advertising Materials at its sole discretion, and to alter any Advertising Materials to conform to technical specifications of the Site.
Client further represents and warrants to CloseDeal that Client will not, and will not authorize or induce any other party, to: (a) use any automated means or form of scraping or data extraction to access, (b) query or otherwise collect CloseDeal content and reviews from CloseDeal, except as expressly permitted by CloseDeal or (c) use any CloseDeal trademarks in any manner without CloseDeal’s prior written consent. All rights not expressly granted to Client hereunder are reserved by CloseDeal.
IV. Information About and Use of CloseDeal
CloseDeal allows consumers to post ratings and reviews about businesses like Client’s. Purchasing Ad Programs does not impact ratings or reviews. CloseDeal employs automated software in an effort to showcase the most reliable and useful reviews while displaying other reviews less prominently. Client understands that while CloseDeal uses such automated software to identify potentially less helpful reviews, the software may sometimes suppress legitimate reviews or fail to detect illegitimate reviews. Client understands that Client’s purchase of Ad Programs will not influence the automated software or otherwise allow or enable Client, directly or indirectly, to alter reviews or impact whether, where, or how reviews appear on CloseDeal.
From time to time, CloseDeal needs to test improvements to its audiences and delivery systems, which could impact Client’s advertising. Client authorizes CloseDeal to periodically conduct limited tests that may affect Client’s PPD Programs, including ad formatting, quality, ranking, performance and other adjustments. CloseDeal will determine the size, placement, and positioning of Client’s ads. The scheduling of advertising delivery is subject to availability and may not be continuous.
V. Term and Termination
These Terms become effective between the parties as of the date Client signs up for a CloseDeal Merchant Account by any means and agrees to be bound the moment the account is created (the “Effective Date”). Each additional Purchase Order will be deemed effective as of the Effective Date and will remain in effect until it expires as set forth in the applicable Purchase Order or is terminated as provided below.
Automatic Renewal of Term: If a Purchase Order specifies that it will automatically renew after a Commitment Period, the Advertising Agreement will renew on a month-to-month basis after the end of the Commitment Period until notice of termination is provided by Client or CloseDeal in accordance with the below subsections.
How to Terminate Ad Programs without a Commitment Period: If Client has purchased Ad Programs with no Commitment Period via the self-service tool in Client’s business owner account on CloseDeal, Client may terminate the Ad Programs any time by placing “End Campaign” or other similar then-current option via the CloseDeal business owners account. Such Ad Program termination is effective immediately (if provided in accordance with the notice instructions below) and Client is not subject to any Early Termination Fee. CloseDeal will bill Client for fees incurred during the time period between Client’s last billing cycle through the effective date of termination. For example, if Client terminates such Purchase Order via its business owner account on August 15th, the applicable Ad Program will end on August 15th. For Ad Programs not purchased through the business owner account which do not have a Commitment Period, Client may terminate such Ad Programs as set forth in the applicable Purchase Order.
How to Terminate a Purchase Order with a Commitment Period for Enhanced Profiles or Basic Profiles (no CPC Program): Client may terminate the Purchase Order by providing written notice to CloseDeal’s Account Management team via email to customersuccess@CloseDeal.com. If Client provides such written notice on or before the 15th day of the month, then the Purchase Order will terminate at the end of that month. If Client provides written notice after the 15th day of the month, then the Purchase Order will terminate at the end of the following month. If an Early Termination Period applies, then, in the event of any termination pursuant to this paragraph within such Early Termination Period, Client will pay the applicable Early Termination Fee as further set forth below and CloseDeal will reimburse any fees that were prepaid for Ad Programs to be rendered after the date of such termination. This subsection does not apply to Ad Programs purchased through the Client’s business owner account on CloseDeal. For example, if Client provides written notice to terminate the Purchase Order via email on August 15th, the Purchase Order will terminate on August 31st. If Client provides written notice to terminate such Purchase Order via email on August 16th, the Purchase Order will terminate on September 30th.
How to Terminate a Purchase Order with a Commitment Period for CPC Programs (including with a Profiles Program): Client may terminate the Purchase Order on any day of the month by providing thirty (30) days’ written notice to CloseDeal’s Account Management team via email to customersuccess@CloseDeal.com. Termination will be effective at the end of the thirty (30) day notice period and Client will pay all unpaid fees incurred during such notice period. If an Early Termination Period applies, then, in the event of any termination pursuant to this paragraph within such Early Termination Period, Client will pay the Early Termination Fee as further set forth below and CloseDeal will reimburse any fees that were prepaid for Ad Programs to be rendered after the date of such termination. This subsection does not apply to Ad Programs purchased through the Client’s business owner account on CloseDeal. For example, if Client provides written notice to terminate such Purchase Order via email on August 15th, the Purchase Order will terminate on September 14th.
Program Changes: If Client purchased a program with a Commitment Period, Client may request a change to its Ad Program at any time via email to merchant@CloseDealapp.com during the Ad Program’s Commitment Period (“Program Change”), subject to any restrictions in the applicable Purchase Order. To process the Program Change request, Client must sign and return all Program Change documents provided to Client by CloseDeal in response to Client’s request. Once CloseDeal has received all necessary Program Change documents, the Program Change will take effect on the first day of the next billing cycle.
If Client wants to make changes to an Ad Program purchased via its business owner account on CloseDeal, go to the CloseDeal Site for business owner accounts and select Edit Program.
If a new subsequent Purchase Order is executed between the parties, then the older Purchase Order shall terminate on the Service Start Date listed in the most recent Purchase Order in order to prevent having two (2) or more Purchase Orders effective at the same time, unless the parties agree otherwise.
Early Termination Fee: Any termination by Client during a Early Termination Period (including terminations made in accordance with the notice instructions above), other than termination for CloseDeal’s material breach of the Advertising Agreement or termination in accordance with Section X, is subject to payment of an Early Termination Fee as set forth in the Purchase Order, and as explained below. Client will pay such Early Termination Fee within thirty (30) days of the effective date of termination.
EARLY TERMINATION FEE: IN THE EVENT THAT THERE IS AN EARLY TERMINATION FEE IDENTIFIED IN THE CLIENT’S PURCHASE ORDER, THEN RECOGNIZING THE DISCOUNTED PRICING OFFERED BY CloseDeal IN EXCHANGE FOR THE COMMITMENT PERIOD, AS WELL AS THE UP-FRONT SALES, SETUP, AND OPPORTUNITY COSTS THAT CloseDeal BEARS IN CONNECTION WITH CLIENT’S PURCHASE ORDERS, AND OTHER DAMAGES THAT BEAR A REASONABLE RELATIONSHIP TO THE RANGE OF ACTUAL DAMAGES THAT, AS OF THE EFFECTIVE DATE, THE PARTIES ANTICIPATE WOULD FLOW FROM AN EARLY TERMINATION BY CLIENT, CLIENT AGREES TO PAY THE EARLY TERMINATION FEE SET FORTH IN ANY PURCHASE ORDER, IF CLIENT TERMINATES SUCH PURCHASE ORDER AFTER THE EFFECTIVE DATE AND BEFORE THE END OF ITS COMMITMENT PERIOD.
CloseDeal may terminate any Purchase Order or the Advertising Agreement (which also terminates any and all underlying Purchase Orders) at any time for any or no reason without liability, effective immediately, by providing written notice to Client, including via the email address provided by Client to CloseDeal. In the event of such termination, Client will pay all unpaid fees incurred through the date of termination within thirty (30) days of receipt of such notice of termination, and CloseDeal will reimburse any fees that were prepaid for Ad Programs to be rendered after the date of such termination. If Client’s Purchase Order specifies that it does not automatically renew after the Commitment Period, the Purchase Order will automatically terminate at the end of the Commitment Period. Otherwise, the Purchase Order will renew on a month-to-month basis after the end of the Commitment Period.
VI. CloseDeal’S DISCLAIMER OF WARRANTIES
CLIENT ACKNOWLEDGES AND AGREES THAT AD PROGRAMS ARE PROVIDED TO CLIENT ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. CloseDeal MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE AD PROGRAMS AND EXPRESSLY DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, CloseDeal SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING (I) THE PERFORMANCE, QUALITY AND RESULTS OF THE AD PROGRAMS, INCLUDING CONVERSION RATES AND ANY USER-GENERATED CONTENT THAT APPEARS IN CLIENT’S AD PROGRAMS, (II) THE ACCURACY OF THE NON-PAYMENT-RELATED INFORMATION AND METRICS THAT CloseDeal PROVIDES IN CONNECTION WITH THE SITE OR AD PROGRAMS (E.G., TRAFFIC, VIEWS, VISITORS, USERS, DEMOGRAPHICS, AND BEHAVIORAL INFORMATION ABOUT USERS), AND (III) THE PLACEMENT, CONTENT, PROMOTIONAL VALUE, QUALITY, TIMING, OR NUMBER OF AD IMPRESSIONS. CloseDeal SHALL NOT BE LIABLE FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL. WHILE CloseDeal MAY TRY TO TARGET AD IMPRESSIONS TO PARTICULAR USERS, TYPES OF USERS, USER LOCATIONS, USER QUERIES, OR OTHER USER BEHAVIORS, CloseDeal MAY NOT BE ABLE TO ACHIEVE A CLIENT’S SPECIFIC EXPECTATION OF ACCURATE AD TARGETING.
VII. LIMITATIONS OF LIABILITY
(a) MERCHANT IS RESPONSIBLE FOR ALL TRANSACTIONS WITH THE CONSUMER, INCLUDING CHARGES, DISCOUNTS OR REFUNDS AND KEEPS CLOSEDEAL SOLE RESPONSIBILITY TO DELIVER THE MERCHANT ADS THAT COMPLY WITH CLOSEDEAL GUIDELINES AND ARE APPROVED BY CLOSEDEAL.
(b) CLOSEDEAL MAY OFFER SPECIAL PROMOTIONS THAT REQUIRE AN UPFRONT PAYMENT, THAT WILL ENABLE LOWER COMMISSIONS FOR A CERTAIN PERIOD. IN THIS CASE THE MERCHANT CAN REQUEST A REFUND THAT WILL BE PRORATED IN CASE THAT THE MERCHANT DECIDES TO OPT OUT BEFORE THE SAID PERIOD ENDS. AFTER CANCELLATION IF THE MERCHANT DECIDES TO CONTINUE WITH HIS OFFERS ON LINE WILL PAY REGULAR PAY PER DEAL COMMISSIONS PRICES FOR EACH SALE MADE THROUGH CLOSEDEAL.
(c) OTHER CLAIMS. FOR ALL OTHER CLAIMS OR DAMAGES ARISING FROM, RELATED TO, OR IN CONNECTION WITH , AD PROGRAMS, OR THE TERMS THAT ARE NOT EXPRESSLY ADDRESSED IN SECTION VII (a) or (b) ABOVE, CloseDeal’S (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES) MAXIMUM AGGREGATE LIABILITY AND CLIENT’S EXCLUSIVE AGGREGATE REMEDY IS THE GREATER OF THE TOTAL FEES PAYABLE TO CloseDeal HEREUNDER DURING THE SPECIFIED COMMITMENT PERIOD (IF APPLICABLE) OR THE AMOUNTS PAID TO CloseDeal UNDER THIS ADVERTISING AGREEMENT IN THE PRIOR TWELVE (12) MONTH PERIOD FROM THE DATE THAT THE LIABILITY FIRST AROSE, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
(d) NO INDIRECT DAMAGES. OTHER THAN AS MAY BE CONTAINED IN AN EARLY TERMINATION FEE INDICATED IN A PURCHASE ORDER, NEITHER PARTY NOR ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS) ARISING FROM, RELATED TO, OR IN CONNECTION WITH A PURCHASE ORDER, THE AD PROGRAMS, THE SITE, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION VII SHALL APPLY REGARDLESS OF WHETHER THE LIABILITY ARISES OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY.
Client will indemnify, defend, and hold CloseDeal and its officers, directors, agents, affiliates, and employees harmless from and against any and all third-party claims, actions, losses, damages, liabilities, costs, and expenses (including but not limited to attorneys’ fees and court costs) (collectively a “Third Party Claim”) arising out of or in connection with (i) the Advertising Materials and/or any instructions or directions provided by Client to CloseDeal in connection with the Ad Programs and (ii) Client’s material breach of this Advertising Agreement. CloseDeal will notify Client promptly of any Third Party Claim for which it seeks indemnification and will permit Client to control the defense of such Third Party Claim with counsel chosen by Client; provided, that Client will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of CloseDeal without CloseDeal’s prior written consent.
IX. Choice of Law and Arbitration
(a) Any controversy or claim arising out of or relating to this Advertising Agreement, or the breach thereof ("Claim"), shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator will issue a ruling in writing, and will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law or legal reasoning, and the ruling may be vacated or corrected through judicial review by a court of competent jurisdiction under the California Arbitration Act.
(b) Claims shall be heard by a single arbitrator. Arbitrations will be held in San Francisco, California, but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the laws of the State of California. The award of the arbitrators shall be accompanied by a reasoned opinion. The prevailing party shall be entitled to an award of reasonable attorney fees for any action under these Terms.
(c) NOTWITHSTANDING THE FOREGOING, FOR ANY CLAIM THAT IS NOT SUBJECT TO ARBITRATION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN SAN FRANCISCO COUNTY, CALIFORNIA, WHICH IS THE PLACE OF PERFORMANCE OF THIS ADVERTISING AGREEMENT.
(d) CLIENT AND CloseDeal AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH CLIENT AND CloseDeal AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SUBSECTION (d), AND THIS SUBSECTION (d) IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
(a) Any of Client’s terms or conditions that are in addition to or different from those contained in or added by way of interlineation to the Advertising Agreement, including any Purchase Order, as originally provided to Client by CloseDeal that are not separately expressly agreed to in writing by both parties are deemed material and are hereby objected to and rejected by CloseDeal. No conditions, printed or otherwise, appearing on other contracts, orders or copy instructions that conflict with, vary, or add to this Advertising Agreement will be binding on CloseDeal, and any conflicting or additional terms contain in any other documents or oral discussions are void. The Advertising Agreement embodies the entire and exclusive agreement between the parties respecting the subject matter herein, and supersedes any and all prior related oral, emailed or written representations and agreements between the parties. No statements or promises by either party have been relied upon in entering into the Advertising Agreement, except as expressly set forth herein. Each party shall not disclose the terms or conditions of the Advertising Agreement to any third-party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation.
(b) Anyone agreeing to the Advertising Agreement on behalf of Client represents and warrants that it has full legal power, permission and authority to enter into the Advertising Agreement, perform its obligations hereunder, and authorize the fee payments set forth in the Purchase Order(s).
(c) Notices under the Advertising Agreement must be in writing and sent via the following methods. CloseDeal may provide effective notice to Client by facsimile, registered or certified mail, commercial courier or by sending an email to the email address specified in the Client Information section of the Purchase Order, and the notice will be deemed received upon receipt by Client, but in any event no later than two (2) days after dispatch by CloseDeal. Any notices sent by Client to CloseDeal must be sent via registered or certified mail, or commercial courier to its General Counsel at CloseDeal Inc., 615 North 21st Avenue, Hollywood, Florida 33020, USA, though notices of termination for convenience may also be sent via email as specified above in Section V, and will be deemed received when such notice is received by CloseDeal.
(d) Client will not issue any press release or make public statements about its relationship with CloseDeal or its affiliates without CloseDeal’s prior written permission.
(e) Any conflict among the Terms and Purchase Orders will be resolved in favor of the Purchase Orders (most recent first, if applicable), then the Terms. These Terms may be amended or modified by CloseDeal (“Modifications”) and, with the exception of minor changes to the Terms which take effect immediately upon posting by CloseDeal, such Modifications will go into effect on the fifteenth (15th) day after CloseDeal sends notice of such Modifications to the email address associated with Client’s account, unless Client objects to the Modifications within the fifteen (15) day notice period, in which case such changes will not go into effect on such date, and CloseDeal will have the option of terminating the Purchase Order and/or Advertising Agreement pursuant to the termination section above, and in such case, any applicable Early Termination Fees will not apply. A Purchase Order may only be amended or modified as agreed upon in writing by the parties. No provision in the Advertising Agreement may be waived, except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. Client may not assign any rights or obligations under the Advertising Agreement without CloseDeal’s prior consent, and any purported assignment by Client shall be void. If any provision of the Advertising Agreement is held to be invalid or unenforceable, the parties will either substitute for the affected provision a valid or enforceable provision that approximates the intent and economic effect of the affected provision or strike such provision without further prejudice to the Advertising Agreement such that all remaining provisions of the Advertising Agreement shall remain in full force and effect. Sections VI, VII, VIII, IX, and X of the Terms will survive any termination of the Advertising Agreement.
We may update these Terms of Service.
From time to time we may change our Terms of Service. We will notify you of any material changes to our Terms of Service as required by law. We will also post an updated copy on our platform. Please check our platform periodically for updates.
Copyright © 2019 CloseDeal LLC, 615 North 21st Avenue, Hollywood, Florida 33020 U.S.A