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Clos8 is a friendly and easy to use website specially developed for girls of all ages to sell, swap or auction their new or old clothes, shoes and accessories online to other girls like themselves.

 

Clos8 Website Terms of Service

Welcome to the Clos8 site (the "Site", "Service"). These Terms of Service govern your use of this Site. Clos8 may change the Terms of Service from time to time. Your access to the site in any way is evidence of your acceptance of the Terms and the enforcement of said Terms. If you do not agree to these terms and conditions, you may not use the Site. Clos8 reserves the right, in its sole discretion, to change, modify, or otherwise alter these Terms at any time effective upon posting of the modified Terms on the Site. Therefore, please review the Terms periodically. Your continued use of the Site or any materials or services accessible through it, after such posting or notification means you accept the modifications. The use by you of any content or services accessible through the Site may be subject to your acceptance of separate agreements with Clos8 or third parties.

License and Site Access. Clos8 grants you a limited license to access and make personal use of the Site. You may not download (other than page caching), or modify any portion of it, except with the express written or e-mailed consent of Clos8. The license to use the Site does not include any resale or commercial use of the Site or its contents; or any derivative use of this Site or its contents; or any use of data mining, robots or similar data gathering and extraction tools or processes. You agree not to store in any form, distribute, transmit, display, reproduce, modify, create derivative works from, sell or otherwise exploit any of the content on this site for any commercial purpose. By using the Site, you warrant to Clos8 that you will not use the Site, or any of the content obtained from the Site, for any purpose that is unlawful or prohibited by these Terms. Clos8 does not grant any license or other authorization to any user of its trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by placing them on this Website. If you violate any of these Terms, your permission to use the Site automatically terminates.

In consideration of your use of the Site, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, if applicable, and (b) to maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, Clos8 has the right to terminate your account and refuse any and all current or future use of the Site. You agree not to resell or transfer the Site or use of or access to the Site.

Electronic Communications. When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

You are responsible for providing, at your expense, any access to the Internet and any required equipment.

Conduct. By using the Site you agree that you will not do any of the following:

Restrict or inhibit any other user from using and enjoying the Site; or

Post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations; or

Post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by Clos8) or engage in spamming or flooding; or

Post or transmit any information or software which contains a virus, trojan horse, worm or other harmful component; or

Post, publish, transmit, reproduce, distribute or in any way exploit any information, software or other material obtained through the Site for commercial purposes (other than as expressly permitted by the provider of such information, software or other material); or

Upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Site which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.

Clos8 has no obligation to monitor the Site. However, you acknowledge and agree that Clos8 has the right to monitor the Site electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Service properly, or to protect itself or its subscribers. Clos8 will not intentionally monitor or disclose any private electronic-mail message unless required by law. Clos8 reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms of Service.

Feedback. Clos8 may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its software and services ("Feedback"). You agree that Clos8 may, in its sole discretion, use the Feedback you provide to Clos8 in any way, including in future modifications of the Site, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Clos8 a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner and for any purpose.

Third Party Services. In connection with your use of the Site, you may be made aware of services, products, offers and promotions provided by third parties, and not by Clos8. If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions governing any Third Party Services. You agree that the third party, and not Clos8, is responsible for the performance of the Third Party Services.

Third Party Web Sites. The Site may contain or reference links to Web sites operated by third party ("Third Party Websites"). These links are provided as a convenience only. Such Third Party Websites are not under the control of Clos8. Clos8 is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Clos8 does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Service is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Clos8 of any information contained in any Third Party Website. In no event will Clos8 be responsible for the information contained in such Third Party Website or for your use of or inability to use such website. Access to any Third Party Website is at Licensee's own risk, and Licensee acknowledges and understands that linked Third Party Websites may contain terms and privacy policies that are different from those of Clos8. Clos8 is not responsible for such provisions, and expressly disclaims any liability for them.

Disclaimer of Warranties. Your use of the Site, including any applets, software, and content contained therein, is entirely at your own risk. THE SERVICE IS PROVIDED "AS IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Clos8 , ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SITE AND RELATED MATERIALS INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY AND NON-INFRINGEMENT. Clos8  DOES NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY CONTENT ON THE SITE, REGARDLESS OF WHO ORIGINATES THAT CONTENT. Clos8  DOES NOT WARRANT THAT THE SITE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE SITE WILL MEET YOUR REQUIREMENTS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH USING OR RELYING ON THAT CONTENT. Clos8  IS NOT LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY CONTENT POSTED ON OR LINKED FROM THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN CONTENT, OR FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY CONTENT.

Limitation of Liability. THE ENTIRE CUMULATIVE LIABILITY OF Clos8  AND ITS SUPPLIERS FOR ALL MATTERS ARISING FROM OR RELATING TO THESE TERMS SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE RELATED SERVICES OR CONTENT PURCHASED FROM Clos8 , ITS AUTHORIZED RESELLER OR ITS SERVICE PROVIDERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Clos8  AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE,OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF Clos8  OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Clos8  AND YOU. Clos8  WOULD NOT BE ABLE TO HAVE PROVIDED THE SERVICE WITHOUT SUCH LIMITATIONS.

Banking, Billing or Other Online Services. Access to Online Banking, Online Payment, and any other services available through the Internet and selected Clos8 products (the "Online Service") is provided by your financial institution and not Clos8. You agree not to hold Clos8 liable for any loss or damage of any sort incurred as a result of any such dealings with any services provided by your financial institution. Your access may be limited from time to time, depending on the service provided by your Internet service provider or your financial institution. You may be billed for these Online Services by your financial institution, not Clos8, and such financial institution may have its own service agreement which will govern the Online Services it provides. You agree to be responsible for all telephone charges associated with your Internet and online service usage.

Termination and Amendment. Your privilege to use or access the Site may be terminated by Clos8 immediately and without notice if you fail to comply with any term or condition of the Terms. Upon such termination, you must immediately cease accessing or using the Site and agree not to re-register or otherwise make use of the Site. Furthermore, you acknowledge that Clos8 reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Site. You understand that Clos8 may exercise this right in its sole discretion.

Clos8 reserves the right, in its sole discretion, at any time and from time to time to change, modify or discontinue, temporarily or permanently, the Site (or any part thereof). Clos8 shall not be liable to you or other third party for any such modification, suspension or discontinuance except as expressly provided herein.

You agree to defend, indemnify and hold Clos8 and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Service or the placement or transmission of any message, information, software or other materials through the Service by you or users of your account or related to any violation of these Terms by you or users of your account.

Miscellaneous. Except as expressly set forth in these Terms, these Terms of Service are a complete statement of the agreement between you and Clos8, and set forth the entire liability of Clos8 and its Suppliers and your exclusive remedy with respect to your access and use of the Site. In the event of a conflict between these Terms of Service and the Privacy Policy, these Terms of Service shall prevail. The Suppliers, agents, distributors, dealers, and employees of Clos8 are not authorized to make modifications to the Terms, or to make any additional representations, commitments or warranties binding on Clos8. Any waiver of the terms herein by Clos8 must be in a writing signed by an authorized officer of Clos8 and expressly referencing the applicable provisions of the Terms. If any provision of the Terms is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. The Terms will be governed by California law as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Santa Clara County, California or federal court for the Northern District of California. Headings are included for convenience only, and shall not be considered in interpreting these Terms. The Terms do not limit any rights that Clos8 may have under trade secret, copyright, patent or other laws.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Clos8 Mobile Terms of Service

Clos8  MOBILE AGREEMENT

Thank you for selecting the Services offered by Clos8 and/or its subsidiaries and affiliates (referred to as "Clos8", "we", "our", or "us"). Review this Clos8 Mobile Agreement ("Agreement") thoroughly. This Agreement is a legal agreement between you and Clos8. By accepting electronically (for example, clicking "I Agree"), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services.

A. GENERAL TERMS

1. AGREEMENT

This Agreement describes the terms governing your use of both the mobile application software and the Clos8 services provided to you, including content, updates and new releases, (collectively, the "Services"). It includes by reference:

·         Additional Terms and Conditions, which may include those from third parties.

·         Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.

 

2. YOUR RIGHTS TO USE THE SERVICES

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Clos8. Clos8 reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Clos8 grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services. 

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

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

·         Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.

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

 

3. USE WITH YOUR MOBILE DEVICE

Use of these Services requires a compatible mobile device, may require Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

Clos8  MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

(i).  THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;

(ii).  ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

(iii).  ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

4. YOUR PERSONAL INFORMATION You can view Clos8's Privacy Statement provided with the Services and on the website for the Services. You agree to the applicable Clos8 Privacy Statement, and changes published by Clos8. You agree that Clos8 may use and maintain your data according to the Clos8 Privacy Statement, as part of the Services. You also give Clos8 permission to aggregate your non-personally identifiable data which you enter or upload with that of other users of the Services. For example, this means that Clos8 may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.

5. CONTENT

5.1 You are responsible for your content. You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content . You must provide all required and appropriate warnings, information and disclosures. Clos8 is not responsible for the Content or data you submit through the Services.

You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

a.  Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;

b.  Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;

c.  Except as permitted by Clos8 in writing,investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;

d.  Virus, trojan horse, worm or other disruptive or harmful software or data; and

e.  Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

5.2 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Clos8 is not responsible.

5.3 Clos8 may freely use feedback you provide. You agree that Clos8 may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials.You grant Clos8 a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Clos8 in any way.

5.4 Clos8 may monitor your Content. Clos8 may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Clos8 or its customers, or operate the Services properly. Clos8, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

6. ADDITIONAL TERMS

6.1 Clos8 does not give professional advice. Unless specifically included with the Services, Clos8 is not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

6.2 We may tell you about other Clos8 services. You may be offered other services, products, or promotions by Clos8 ("Clos8 Services"). Additional terms and conditions and fees may apply. With some Clos8 Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet.   You grant Clos8 permission to use information about your business and experience to help us to provide the Clos8 Services to you and to enhance the Services. You grant Clos8 permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Clos8 permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

6.3 Communications. Clos8 may be required by law to send you communications about the Services or Third Party Products. You agree that Clos8 may send these communications to you via email or by posting them on our websites

6.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Clos8 if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

7. DISCLAIMER OF WARRANTIES

7.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Clos8 , ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. Clos8  AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

7.2 Clos8 , ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

8. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF Clos8 , ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, Clos8 , ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET Clos8  SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF Clos8  AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF Clos8 , ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

You agree to indemnify and hold Clos8 and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Clos8 reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Clos8 in the defense of any Claims.

9. CHANGES. We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.

10. TERMINATION. Clos8 may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Clos8’s rights to any payments due to it. Clos8 may terminate a free account at any time. Sections 2.2, 3 through 13 will survive and remain in effect even if the Agreement is terminated.

11. EXPORT RESTRICTIONS. You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.

12. GOVERNING LAW. California state law governs this Agreement without regard to its conflicts of laws provisions. You agree to the exclusive jurisdiction of state courts in Santa Clara County, California U.S.A. or federal court for the Northern District of California. Clos8 does not represent that the Services are appropriate or available for use in all countries. You are accessing the Services on your own initiative and you are responsible for compliance with all applicable laws.

13. GENERAL. This Agreement, including the Additional Terms below, is the entire agreement between you and Clos8 and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Clos8. However, Clos8 may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Clos8 or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Clos8 via an email to: transfer_license@Clos8.com.

December 2012 

B.  ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES

Your use of the Services provided by Clos8 are subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.

IMPORTANT NOTICE. IF YOU ARE ACCESSING, BROWSING, CRAWLING, SCRAPING OR IN ANY WAY USING THE Clos8  MOBILE SERVICES WEBSITE AND/OR THE Clos8  MOBILE SERVICES OFFERED ON THAT WEBSITE, THE FOLLOWING TERMS APPLY TO YOU IN ADDITION TO THE GENERAL TERMS OF SERVICE ABOVE. Capitalized terms not otherwise defined below have the meanings provided in the General Terms of Service above.

1.  USER ACCOUNTS. To use the Clos8 Mobile Services, you may be required to create an account and provide information about yourself to us. You are responsible for all activities that occur in connection with your account and for maintaining the confidentiality of your account password. You agree to notify us immediately of any unauthorized use of your account. Clos8 reserves the right to suspend access to or close your account at any time for any or no reason. You may not impersonate someone else, provide an email address other than your own, or create multiple accounts for the same individual or business. You must provide complete and accurate information about yourself and, if applicable, the business you represent.

2.  USE WITH A MOBILE DEVICE. Mobile access to the Clos8 may not be available for all mobile devices or telecommunication providers.  You may need to check the Clos8 website to ensure your mobile device and telecommunications provider is compatible with the Clos8.  Clos8 is not obligated to provide a compatible version of the Clos8 for all mobile devices or telecommunication providers, which are subject to change by Clos8 at any time with reasonable notice to you.  Your access to the Clos8 via a mobile device is also subject to the following: (i) telecommunications provider’s rates and fees, which are your sole responsibility; and (ii) the terms of your agreement with your mobile device and your telecommunications provider.

IN ADDITION TO ALL DISCLAIMERS OF WARRANTIES SET FORTH IN THE AGREMENT, Clos8  MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

(iv)  THE OPERATION, FUNCTIONALITY, OR AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE Clos8  MOBILE SERVICES AT ANY PARTICULAR TIME OR FROM ANY PARTICULAR LOCATION;

(v)  ANY LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

(vi)  (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES, TIMELINESS, DELETION, MISDELIVERY OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR PERSONALIZATION SETTINGS IN CONNECTION WITH YOUR USE OF THE Clos8  MOBILE SERVICES.

4.  UPLOADED DATA; CONTENT.

4.1  You agree and acknowledge that you are solely responsible for all data and other Content you upload to the Clos8. Clos8 does not control the data or other Content stored within users' accounts and does not have any obligation to monitor such data or Content for any purpose.

4.2  In addition to any use limitations or other restrictions stated in the General Terms of Service, you acknowledge and agree that your account may be subject to limitations on storage, and/or the quantity, size and format of the data or other Content permitted for upload to the Clos8. Clos8 reserves the right to change such limitations from time to time, and the changes will be effective when posted on the Clos8 website or when we notify you by other means.

4.3  When you upload data or other Content to the Clos8 , please be advised that the Clos8 does not perform any virus-checking or other scanning for harmful code and the original resolution of your Content may be affected. You are solely responsible for any data or Content that may be lost or unrecoverable through your use of the Clos8.

4.4  You acknowledge that Clos8 and its licensees may display advertisements and other information adjacent to or included with your data or Content on and through the Clos8 , and you are not entitled to any compensation for such advertisements. You further acknowledge and agree that Clos8 reserves the right to change the manner, mode and extent of such advertising at any time, in its sole discretion, with or without notice.

4.5  You acknowledge that as an active subscriber to the Clos8 you may be offered additional discounts, products and services at Clos8's discretion, when and if they become available.

5.  PAYMENT.  For certain services, you may be charged the applicable subscription fee on a recurring monthly basis for Clos8.  Clos8 reserves the right to immediately terminate access to Clos8 in the event your payment method is declined, or if there are any settlement failures or chargebacks in connection with the recurring billing for your account.

6.  UPGRADES/ DOWNGRADES. If you wish to upgrade to a higher tier Services subscription, or downgrade to a lower tier Services subscription, please contact customer service.

a.  If you upgrade to a higher-priced tier, you will receive a pro-rated refund for the remainder of the lower-tier subscription amount. You will then be charged the entire higher-tier subscription amount to reflect the higher pricing of your new higher-tier subscription. Your new subscription period will start on the day you pay for the new higher-tier subscription.

b.  If you downgrade to a lower-priced tier, you will receive a pro-rated refund for the remainder of the higher-tier subscription amount. You will then be charged the entire lower-tier subscription amount to reflect the lower pricing of your new lower-tier subscription. Your new subscription period will start on the day you pay for the new lower-tier subscription.

c.  If you wish to subscribe to this Service as part of a support or bundle plan and were previously subscribed to this Service standalone, you will not receive a refund for the remainder of the billing period for the standalone product. No discounts will be given on the bundled services for previous standalone subscribers.

d.  If you wish to switch from using this Service as part of a support or bundle plan to using this Service standalone, you will not receive a refund for the remainder of the billing period for the support or bundle plan. You will not have access to any data or Content you entered to the Service as part of the support or bundle plan and you will need to re-enter data or Content into the standalone Service. No discounts will be given on the standalone services for previous support or bundle plan subscribers.

7.  CANCELLATION.  Upon cancellation you will be able to access the Services, data and other Content you uploaded to the Services only through the end of the subscription term, as specified in the product or product program pages on http://www.Clos8.com.  After the subscription term ends, you will not have any access to the Services, data and other Content you uploaded. There are no refunds upon cancellation.  Please follow product instructions to cancel your account.

8.  APPLE REQUIREMENTS. If you downloaded the Clos8 from the Apple iTunes App Store, the following terms also apply to you:

a.  Acknowledgement: You acknowledge that this Agreement is between you and Clos8 only, and not with Apple, and Clos8, not Apple, is solely responsible for the Services and the content thereof.

b.  Scope of License: The license granted to you for Clos8 is a limited, non-transferable license to use the Clos8 on an iPhone OS Product that you own or control and as permitted by the Usage Rules set forth in the Apple iTunes App Store Terms of Service.

c.  Maintenance and Support: Clos8 and not Apple is solely responsible for providing any maintenance and support services with respect to the Clos8.  You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Clos8.

d.  Warranty: Clos8 is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed.  In the event of any failure of the Clos8 to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for Clos8 to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Clos8 , and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Clos8’s sole responsibility.

e.  Product Claims: Clos8, not Apple, is responsible for addressing any user or third party claims relating to the Clos8 or the user’s possession and/or use of the Clos8 , including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

f.  Intellectual Property Rights: You acknowledge that, in the event of any third
party claim that the Clos8 or your possession and use of the Clos8 infringes that third party’s intellectual property rights, Clos8, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

g.  Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

h.  Developer Contact Info: Direct any questions, complaints or claims to: Clos8 Inc, 2632 Marine Way, Mountain View, CA 94043.

i.  Third Party Terms of Agreement: You must comply with any applicable third party terms of agreement when using the Clos8 , e.g., if you are using a VoIP application, then you must not be in violation of their wireless data service agreement when using the Clos8.

j.  Third Party Beneficiary: You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof.