Terms of Service

 

Effective Date: July 1, 2020

By accessing or using any website or service made available by Close Matrix LLC, you acknowledge that you (i) have read and agree to be bound by these terms of service and (ii) agree to comply with all applicable laws and regulations, including U.S. federal, state, and local laws and regulations and export and re-export control laws and regulations.

It is your responsibility to review these terms of service periodically. If at any time you find these terms of service unacceptable or if you do not agree to these terms of service, please do not access the Services.

YOU AGREE THAT BY USING THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.

The following meanings apply in these terms of service: "Site" refers to any website made available by Close Matrix LLC. "Services" refers to the Site and all services provided by Close Matrix LLC. "Close Matrix", "we", "us" and "our" refer to Close Matrix LLC and its employees, consultants, officers, directors, or agents (the "Representatives"). "User," "you" and "your" refer to each customer, visitor or user of any Services. If you access or use the Services on behalf of a company, organization, or other entity, then (a) "you" and "your" also refers to that entity, (b) you represent and warrant that you are a Representative of the entity with the authority to bind it to these terms of service, and (c) you agree to these terms of service on the entity's behalf.

Our Services are not legal advice and there is no attorney-client relationship between you and us.

Close Matrix is not a law firm and does not provide any legal advice. Our Services are not substitutes for the advice of an attorney and if you need legal advice for your specific matter, or if your matter is too complex to be addressed by our tools, you should consult a licensed attorney in your area. At no time is an attorney-client relationship or any other special relationship created between you and Close Matrix or any person associated with Close Matrix, and any information you provide us is not protected by attorney-client privilege or as work product. You are and will be representing yourself in any matter you undertake using the Services, unless you retain your own attorney who agrees to a representation arrangement that includes matters you undertake using the Services.

We provide online tools and materials to assist you with the preparation, execution and storage of your own legal documents and related information. The document templates and other materials available through the Services, including any descriptions, information and other help resources (collectively, the "Document Materials") are for informational purposes only; they are not legal advice and are not guaranteed to be correct, complete or up-to-date. We do not review the Document Materials or any information you input for accuracy or legal sufficiency, draw legal conclusions, provide legal advice, or apply the law to the facts of your particular situation. You understand that our providing of the Services to you is neither legal advice nor the practice of law, and that the Document Materials are not customized to your particular needs.

You must ensure the security and integrity of your account

Certain parts of the Services require that you have a User Account. You are responsible for all activity that happens on or through your User Account. You are responsible for keeping your User Account password confidential. You may not access or use another person's User Account. Close Matrix is not liable for any harm you incur as a result of another person's use of your User Account. You may be held liable for any harm Close Matrix incurs as a result of another person's use of your User Account.

Each User Account is associated with a single email address and you will choose the email address you register for a User Account and the password. If the domain of the email address associated with a User Account is owned or controlled by an organization (such as your employer or school), you grant that organization and its User Account administrator(s) permission to: (a) identify User Accounts associated with the domain owned or controlled by the organization; and (b) administer your User Account (which includes suspending or canceling it, resetting the password, or accessing usage, profile, content, or other User Account information). You acknowledge and agree that we may assist the organization with such administration.

You will not engage in prohibited activities

You agree not to harm the Services and not to access or use the Services to harm others, including Close

Matrix. For example, you must not engage in any activity or transmit any information that, in our sole discretion: (i) accesses or uses the Services in a manner that is harmful, threatening, harassing, or otherwise objectionable to others; (ii) violates any law or regulation; (iii) improperly impersonates others or misrepresents or conceals your identity or your affiliation with others; (iv) solicits, accesses, discloses, or uses the sensitive information (includes personally identifiable information, User Account, confidential information, or other proprietary or valuable information) of others either without their permission or in an otherwise objectionable manner; (v) violates or infringes the Intellectual Property Rights (as defined below) or other proprietary rights of others; (vi) circumvents or otherwise interferes with security, access or usage restrictions, or other measures employed to control, restrict, or prevent access to the Services or other information contained on or obtained from or through the Services; (vii) damages, disables, interferes with, overburdens, or otherwise impairs the Services or any computer software or hardware or electronic communications equipment; (viii) uses any content or other information contained on or obtained from or through the Services, except as provided for in these terms of service or with our prior written permission; (ix) copies or modifies the Services or otherwise affects the display of the Services as provided by Close Matrix or distributes, sells, leases, or makes any portion of the Services available for access by third parties in any manner other than as provided by Close Matrix; (x) uses automated or any other unauthorized means to modify, reroute, access, or use the Services; (xi) reverse engineers or otherwise attempts to derive source code of the Services, unless laws prohibit those restrictions or you have our prior written permission; (xii) is in connection with any effort to (a) develop or operate a product or service that is competitive with the Services or that uses ideas, features, functions, or graphics similar to those of the Services, or (b) copy ideas, features, functions, or graphics of the Services; (xiii) accesses or uses the Site or Services for unauthorized advertising, marketing, or communication or for other unauthorized commercial purposes; (xiv) violates these terms of service; (xv) attempts any of the foregoing or assists, permits, or encourages others to do or attempt any of the foregoing.

We retain the right to change or stop providing Services and features

We may, without prior notice, change the Services, stop providing the Services or features of the Services, or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services for any reason, without notice and with no liability of any kind, including if in our sole determination you violate any provision of these terms of service, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these terms of service. Any data, account history and account content residing on the servers running the Services may be deleted, altered, moved or transferred at any time for any reason in Close Matrix’s sole discretion, with or without notice and with no liability of any kind. Close Matrix does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on the servers running the Services.

User interaction and user content

You are solely responsible for your interactions with other users of the Services. We reserve the right, but have no obligation, to monitor disputes and interactions between you and other users. Close Matrix shall have no liability for your interactions with other users, or for any user’s action or inaction.

Some areas of the Services may allow users to post content such as profile or transaction information, comments, questions, and other content or information (any such materials a user submits, posts, displays, or otherwise makes available on the Services "User Content"). You retain ownership of your User Content.

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity and privacy. You acknowledge and agree that any User Content that you post may be displayed and disclosed to other users as permitted through the functionality of the Services. Close Matrix reserves the right, but is not obligated, to edit, remove, re-categorize, pre-screen, reject and/or otherwise modify any User Content that Close Matrix believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Services is not a substitute for registering it with the U.S. Copyright Office, the Writer's Guild of America, or any other rights organization.

For the purposes of this terms of service, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

Your User Content and Close Matrix’s use thereof as contemplated by these terms of service and the Services will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.

Close Matrix may exercise the rights to your User Content granted under this terms of service without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

Close Matrix takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or sends over the Services. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Close Matrix shall not be liable for any damages you may incur as a result of User Content.

By posting any User Content on the Services, you expressly grant, and you represent and warrant that you have a right to grant, to Close Matrix a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services. You also hereby grant each user of the Services a non-exclusive license to access your User Content through the Services, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Services and under this terms of service.

The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from the Services. We may retain and use your User Content as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Consistent with these requirements, we will try to delete your User Content quickly upon request. Please note, however, that there might be latency in deleting User Content from our servers and backed-up versions might exist after deletion. In addition, we do not delete User Content from our servers that you have in common with other users.

 

Close Matrix grants you a limited license

Subject to your compliance with the terms and conditions of this terms of service, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as designed. Close Matrix reserves all rights not expressly granted herein in the Services and the Close Matrix Content (as defined below). Close Matrix may terminate this license at any time for any reason or no reason.

Except as provided in this terms of service, Close Matrix retains all rights in the Services

Except for your User Content, the Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content (the "Close Matrix Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Close Matrix and its licensors. Except as explicitly provided herein, nothing in this terms of service shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services. Use of the Close Matrix Content or materials on the Services for any purpose not expressly permitted by this terms of service is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Close Matrix under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Close Matrix does not waive any rights to use similar or related ideas previously known to Close Matrix, or developed by its employees, or obtained from sources other than you.

You agree to pay us in accordance with our terms of sale

Certain aspects of the Services may be provided for a fee or other charge. If you elect to use paid aspects of the Services, you agree to the terms of sale, pricing, payment and billing policies applicable to such fees and charges. Close Matrix may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. You authorize Close Matrix to charge your credit card for all fees and charges incurred in connection with your use of the Services, including Close Matrix's fees, government fees, registered agent and other third party fees.

If you register with us, you may cancel your account at any time; however, there are no refunds for cancellation. In the event that Close Matrix suspends or terminates your account or this terms of service, you understand and agree that you shall receive no refund or exchange for any Close Matrix Content, any unused time or service on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your account, or for anything else.

You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

We protect your confidential information

We care about the privacy of our Users. You can view our privacy policy at www.closematrix.com/privacy.

"Confidential Information" means (a) for Close Matrix, the Services and information and data related to the Services, (b) for you, your User Content, (c) and information designated by the party disclosing Confidential Information ("Disclosing Party") as confidential when it is disclosed (and in the case of oral disclosures, summarized in a writing delivered to the party receiving Confidential Information ("Recipient") within thirty days of the initial disclosure) or that, due to the nature of the information, Recipient would clearly understand it to be confidential information of the Disclosing Party. Confidential Information shall not include information that: (i) was or becomes generally known to the public through no fault or breach of these terms of service by

Recipient; (ii) was rightfully in Recipient’s possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by Recipient without use of the Disclosing Party’s Confidential Information; or (iv) was rightfully obtained by Recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure. Information you provide to Close Matrix that is not Confidential Information (as defined below) will be treated in accordance with the Close Matrix Privacy Policy.

Recipient will use the Confidential Information of the Disclosing Party solely for the purpose for which it is provided, will not disclose such Confidential Information to a third party, except on a need-to-know basis to its attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein, and will protect such Confidential Information from unauthorized use and disclosure to the same extent that it protects its own Confidential Information of a similar nature, but using no less than a reasonable degree of care. Notwithstanding the foregoing, you expressly authorize Close Matrix to use and process User Content as described in the Close Matrix Privacy Policy, which, includes provision for delivering certain User Content in accordance with your use of the Services and sharing User Content with individuals who are authorized to view User Content or approve or sign documents in accordance with your use of the Services. Confidential Information will always remain the property of its owner.

If Recipient is required by law to disclose the Disclosing Party's Confidential Information, Recipient will give Disclosing Party prompt written notice before making the disclosure, unless prohibited from doing so by the legal or administrative process, and will cooperate with Disclosing Party to obtain where reasonably available an order protecting the Confidential Information from public disclosure.

You consent to have your personal data collected, used, transferred to and processed in the United States. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You agree that you provide your personal information and other data provided to Close Matrix at your own risk.

DMCA Notice

We respect content owner rights and it is Close Matrix’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify Close Matrix’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

 

Identification of the copyrighted work that you claim has been infringed;

Identification of the material that is claimed to be infringing and where it is located on the Services;

Information reasonably sufficient to permit Close Matrix to contact you, such as your address, telephone number, and, e-mail address;

 

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;

 

A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following: help@closematrix.com.

 

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.

Please note that this procedure is exclusively for notifying Close Matrix and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Close Matrix’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

 

In accordance with the DMCA and other applicable law, Close Matrix has adopted a policy of terminating, in appropriate circumstances and at Close Matrix’s sole discretion, members who are deemed to be repeat infringers. Close Matrix may also at its sole discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third party services

The Services may refer you to or allow you to share information with third parties that are not owned or controlled by Close Matrix, such as collaborators, applications, websites, information, advertisers, promotions, products, services, or other resources (collectively, the "Third-Party Services"). Close Matrix does not endorse or assume any responsibility for any Third-Party Services. You access and use Third-Party Services at your own risk, and you understand that this terms of service and Close Matrix’s Privacy Policy do not apply to your use of Third-Party Services. You expressly relieve Close Matrix from any and all liability arising from your use of any Third-Party Services. Additionally, your dealings with or use of Third-Party Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and those offering such Third-Party Services. You agree that Close Matrix shall not be responsible for any loss or damage of any sort relating to your dealings with Third-Party Services.

If you have used the Services to share information or have otherwise consented to share information with a third party or if you have requested any Third-Party Service, you agree that we may share information that you consented to share with such third party or Third-Party Service or information that is necessary in order to fulfill your request for a Third-Party Service and that we may assist them with accessing such information and fulfilling your request. You also acknowledge that information you share with a third party may be further shared or otherwise accessible in some cases, such as when you share information with an attorney or other collaborator who uses features of the Services enabling collaboration amongst their colleagues.

 

YOU INDEMNIFY US

Except to the extent prohibited by law, you will indemnify and defend Close Matrix and its affiliates, licensors, and suppliers, successors, and assigns, and their respective Representatives, affiliates, licensors, or suppliers, from and against any action, claim, damage, loss, liability, cost, or expense (including reasonable attorneys' fees) arising from or related to the access or use of the Services by you or through your User Account or any violation of these terms by you or through your User Account.

Close Matrix retains the exclusive right to settle, compromise, and pay, without your consent, any claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you have indemnity obligations and you agree to cooperate with our defense of these claims. You agree not to settle, without our prior written consent, any matter for which you have indemnity obligations or in which we are named. We will reasonably notify you of any matter for which you have indemnity obligations.

NO WARRANTY

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLOSE MATRIX OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, CLOSE MATRIX AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.

CLOSE MATRIX DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE CLOSE MATRIX SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND CLOSE MATRIX WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLOSE MATRIX OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT ARISE FROM OR RELATE TO THE SERVICES. UNDER NO CIRCUMSTANCES WILL CLOSE MATRIX BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR USER ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOSE MATRIX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ANY ERRORS, MISTAKES, OMISSIONS OR INACCURACIES OF CONTENT; (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) ANY USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. CLOSE MATRIX EXPLICITLY DISCLAIMS ANY AND ALL LIABILITY AND/OR RESPONSIBILITY FOR ANY DISCLOSURE OF INFORMATION THAT MAY BE DEEMED CONFIDENTIAL BY YOU OR ANY THIRD PARTY. IN NO EVENT SHALL CLOSE MATRIX, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO CLOSE MATRIX HEREUNDER. EXCEPT FOR CLOSE MATRIX'S OBLIGATIONS WITH RESPECT TO YOUR "CONFIDENTIAL INFORMATION" EXPRESSLY SET FORTH ABOVE, CLOSE MATRIX EXPLICITLY DISCLAIMS ANY AND ALL LIABILITY AND/OR RESPONSIBILITY FOR ANY DISCLOSURE OF INFORMATION THAT MAY BE DEEMED CONFIDENTIAL BY YOU OR ANY THIRD PARTY. IN NO EVENT SHALL CLOSE MATRIX, ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU FOR ANY ACTION, CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO CLOSE MATRIX HEREUNDER.

 

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CLOSE MATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Close Matrix Services are directed to users in the United States

The Services are controlled and operated from the United States. Close Matrix makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States federal, state, and local laws and regulations, including import, export and re-export control laws and regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.

This terms of service is assignable only by Close Matrix

This terms of service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be transferred or assigned by Close Matrix without restriction.

Legal actions and proceedings are governed under California law and heard in California courts

You agree that: (i) the Services shall be deemed solely based in California; and (ii) the Services shall be deemed passive that do not give rise to personal jurisdiction over Close Matrix, either specific or general, in jurisdictions other than California. You expressly agree that your rights and obligations, this terms of service and any disputes shall be governed by and interpreted in accordance with the laws of the State of California, excluding its choice of law rules. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between you and Close Matrix that arises in whole or in part from the Services shall be decided exclusively by a court of competent jurisdiction located in Santa Clara County, California, unless submitted to arbitration as set forth in the following paragraph.

Limited arbitration rights

For any claim (excluding claims for injunctive or other equitable relief) under this terms of service where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Notification procedures

Close Matrix may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Close Matrix in our sole discretion. Close Matrix reserves the right to determine the form and means of providing notifications to our users. Close Matrix is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add help@closematrix.com to your email address book to help ensure you receive email notifications from us.

This is our entire agreement and if any portion is deemed invalid, the remaining provisions are valid.

This agreement, together with any amendments and any additional agreements you may enter into with Close Matrix in connection with the Service, shall constitute the entire agreement between you and Close Matrix concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

No waiver of any term of this terms of service shall be deemed a further or continuing waiver of such term or any other term, and Close Matrix’s failure to assert any right or provision under this terms of service shall not constitute a waiver of such right or provision.

Additional matters concerning transactions conducted by users through the Close Matrix Services

Close Matrix does not sell, nor does it offer to sell, any securities. No information provided through the Services is intended to constitute, nor shall it be interpreted as, any such sale or offer to sell. Close Matrix is not a registered security broker or dealer and is not regulated under the securities laws. Any company, investor or other user who uses the Services in connection with a potential transaction does so at its own risk and is solely responsible for conducting its own legal, accounting and due diligence review. Close Matrix recommends that all companies and investors who use the Services seek legal counsel to review compliance with applicable federal, state and/or foreign securities laws and regulations, as well as the counsel of regulatory, tax and accounting advisors as applicable. In connection with any transaction involving securities, each user is required to assure compliance with all applicable securities laws and regulations. Any investor who intends to utilize the Services must be an accredited investor under United State securities laws, and it is your responsibility to verify such. A general solicitation or advertisement may result in the loss of an applicable securities law exemption. All materials on this site are strictly for informational purposed only. Close Matrix has not investigated, and is not responsible for, the accuracy or completeness of any information provided through the Services.

Questions?

Please contact us at help@closematrix.com.