Closely Terms of Service

By using this site (the “Site”) and any services provided through the Site (“Services”) including the Closely for Business Service (“Closely for Business”), you (the “End user”) are agreeing to be bound by the following terms and conditions (“Terms of Service”) that Closely, Inc. (“Closely”) has provided herein. If you do not wish to agree to these Terms of Service, please refrain from using the Site.

Closely reserves the right to update and change the Terms of Service from time to time without notice. Any new features that enhance the current Site, including the release of new tools and resources, will be subject to the Terms of Service. Continued use of the Site after any such changes will constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: http://closely.com/legal

General

The Site provides an interactive online service operated by Closely consisting of information services, content and transaction capabilities facilitated through Closely, affiliates of Closely and Merchants (“Merchants”) offering Vouchers for sale (“Vouchers”) which may be exchanged for goods/services at Merchant’s place of business.

Modifications to the Site, Service and Prices

Closely reserves the right at any time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice.
Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the Closely website. As a courtesy, we will send a notification email to the address provided at registration; however, posting on our website will constitute the sole requirement for effective notice (www.closely.com).
Closely shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Cancellation and Termination

You are solely responsible for properly canceling your account.
All of your Content will be immediately deleted from the Site upon cancellation. This information cannot be recovered once your account is canceled.
Closely does not accept any liability for loss of Content due to Account cancellation.
If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.
Closely, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Site, or any other Closely Service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. Closely reserves the right to refuse service to anyone for any reason at any time.

Copyright and Content Ownership

Closely does not pre-screen Content, but Closely and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Site.
The user grants Closely an non-exclusive right to distribute Content generated using the Closely offer creation and publication feature.
The look and feel of the Site is copyright © 2011 Closely, Inc. All rights reserved. You may not duplicate, copy, reverse engineer or otherwise reuse any portion of the HTML/CSS or visual design elements without express written permission from Closely.

General Conditions for Closely Users

You must be 13 years or older to use Closely. Please review our Privacy Policy carefully for specific terms related to Children Under the Age of 13.
Your login may only be used by one person – a single login shared by multiple people is not permitted. Of course, you may create separate logins for as many people as you’d like.
You are responsible for maintaining the security of your account and password. Closely is not liable for any loss or damage from your failure to comply with this security obligation.
Your use of the Site is at your sole risk. The service is provided on an “as is” and “as available” basis.
Customer support is only provided to paying account holders or to those who have purchased Vouchers.
You understand that Closely uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Site.
You must not modify, adapt or hack the Site or modify another website so as to falsely imply that it is associated with the Site, Closely, or any other Closely service.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Site, use of the Site, or access to the Site without the express written permission by Closely.
We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You understand that the technical processing and transmission of the Site, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You must not upload or transmit unsolicited email, SMSs, or “spam” messages.
You must not transmit any worms or viruses or any code of a destructive nature.
Closely does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
You expressly understand and agree that Closely shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Closely has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
The failure of Closely to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Closely and govern your use of the Site, superseding any prior agreements between you and Closely (including, but not limited to, any prior versions of the Terms of Service).
Questions about the Terms of Service should be sent to info@closely.com.

Additional Terms for Closely for Business Users

Merchants may register for the Closely for Business Service that allows them to create and manage offers, announcements and Vouchers.

You must be the legal representative of the business you claim during the Closely for Business registration process.
You are responsible for all Content and Claims posted and activity that occurs under your Closely for Business account.
You may not use the Site for any illegal or unauthorized purpose. You must not, in the use of the Site, violate any laws in your jurisdiction (including but not limited to copyright laws).

Vouchers

Closely provides End Users the ability to purchase vouchers which can then be used to purchase products and services from third party Merchants. A Voucher has two components. The paid portion is equal to the amount your credit card is charged when you purchase (the “paid portion”). This portion is very similar to a paid gift certificate or gift card. The promotional portion is at no additional charge to you and must be used by the promotional expiration date (the “promotional portion”. For example, in a “$10 for $25 of Pizza” Voucher, $10 is the paid portion and $25 is the promotional portion

Purchase Process

You place an order for a given Voucher, which contains terms, restrictions and conditions. Once the order has been placed, your credit card will be submitted for authorization. If the charge is authorized by the payment processor, your credit card will be charged and you will receive a confirmation that the order has been placed. You will be presented with a web link that takes you to a printable version of your Voucher and you may print it immediately. You will also receive an email that includes a confirmation of your credit card purchase and a web link to the Voucher, provided that you provide Closely with a valid email address during the purchase process.

Expiration Dates

The expiration date will be clearly visible on the printed and electronic versions of the Voucher. If the expiration date of the paid portion of the Voucher is prohibited under the law of the jurisdiction in which the Merchant is located, then the Voucher shall expire as follows: the promotional portion of the Voucher will expire on the date printed on the Voucher and the paid portion of the Voucher shall expire (5) five years from the date the Voucher is issued, except to the extent applicable law requires that the Merchant extend the period in which the Voucher may be redeemed. The Merchant is obligated to honor the Voucher in compliance with law.

Merchant or Voucher Specific Terms

Each Voucher has specific terms which will be presented to you at the time you commit to purchase the Voucher. These specific terms supersede any inconsistent terms in this Terms of Service except to the extent such terms are prohibited by applicable law.

Universal Terms

Unless otherwise stated on the Voucher or required by law, the following additional terms apply to all Vouchers:

no cash value for any Voucher,
no cash back will be issued for partial redemption of the paid portion of a Voucher, except as required by law,
no cash back or credit will be issued for partial redemption of the promotional portion of a Voucher,
use of a Voucher for alcoholic beverages is at the sole discretion of the Merchant (which may be limited by applicable state or provincial law), unless otherwise noted on the Voucher,
Vouchers cannot be combined with any other coupons or promotions unless otherwise noted in the Voucher,
Vouchers cannot be used for taxes, tips, prior balances, shipping or handling, as applicable,
neither Closely nor the Merchant is responsible for lost or stolen Vouchers or Voucher reference numbers,
duplicate use, sale or trade of a Voucher is prohibited, except as required by law.

Refunds

Closely will provide a refund for the purchase price of any Voucher purchased within five days after the purchase date, provided that the Voucher has not yet been redeemed by the Merchant. Closely will not provide refunds after(5) five days unless you are unable to redeem a Voucher before the expiration of the Voucher because the issuing Merchant has gone out of business. Contact Closely at support@closely.com or call the support line, 303-993-8649, during the hours of 9:00am to 5:00pm Mountain, Monday through Friday, excluding U.S. Holidays.

Merchant Responsibility

The Merchant is the issuer of the Voucher. As an issuer of the Voucher, the Merchant is fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect of a customer, caused in whole or in part by the Merchant or its products and services, as well as for any unclaimed property liability arising from unredeemed or partially redeemed coupons. The Merchant shall be solely responsible for all customer service in conjunction with the Voucher and for supplying all goods and services specified in the Voucher. The Merchant agrees that in providing the goods/services that are the subject of the Voucher, it will not impose any extra or additional fees or charges that contradict the terms set forth on the face of the Voucher. Closely further reserves the right, but shall not be obligated, to reject, revise, or discontinue publishing any Voucher and to require Merchant to edit or modify the same for any reason, including, without limitation, to conform the Voucher to Closely specifications or applicable laws.

Deposit of Funds

The Merchant acknowledges that it is going to receive funds that have been remitted to Closely by its end customers which effectively amount to prepaid customer deposits that the Merchant will be holding onto until such time as the goods and/or services are delivered. The Merchant shall insure that at all times these funds remain available to be returned to Closely and/or its customers if Merchant is either unable or unwilling to perform its obligations. The obligation to keep these funds intact applies to both the Merchant and the authorized agents of these Terms. Closely will have uncontested title and ownership of all amounts that have been paid by Closely to Merchant until such time as the Merchant fulfills its obligation under these Terms and delivers the end goods or services as defined herein Furthermore, the Merchant acknowledges that in the event of bankruptcy proceedings or other liquidation, any funds which are being held by the Merchant for goods or services not delivered shall be immediately returned to Closely and no third party shall have any right or claim to these funds which are being held by the Merchant but which solely belong to Closely and its end customers.

Compliance with Gift Card, Gift Certificate and Abandoned Property Laws

The Merchant agrees to comply with the Voucher terms and conditions as set forth herein and to ensure that the Vouchers comply with any and all laws that govern vouchers, gift cards, coupons and/or gift certificates, including but not limited to the Credit Card Act of 2009 and any state or local laws governing the imposition of expiration dates, service charges, dormancy fees or other terms and conditions of the Voucher. To the extent required by applicable escheat or abandoned/unclaimed property laws, the Merchant shall be solely responsible for and agrees to report and pay over to the applicable local, state or federal governmental agency any unredeemed cash value of any Voucher issued. The Merchant is responsible for keeping track of the cash amount paid by the purchaser for the Voucher and any unredeemed balance of that cash amount to ensure compliance with this Section. The Merchant agrees that so long as an appointment is made for the redemption of a Voucher before the expiration date, the Voucher shall be fully honored without restriction even though the service may be fulfilled after the expiration date.

Products and Services Available for Sale

The Site can be accessed from countries around the world. You understand that some or all products or services provided by the issuing Merchant on the Site may not be available for purchase to persons residing in certain jurisdictions or geographic areas. Closely reserves the right to exclude or otherwise limit the provision of a Voucher for any product or service residing in any jurisdiction or geographical area. Closely does not represent or warrant that any product or service promoted on the Site will be available for purchase by any particular person.

Closely Privacy Policy

By accessing or otherwise using Closely, you agree to the terms in this privacy policy (the “Privacy Policy”), which is incorporated into the Closely Terms of Service (see http://www.closely.com/legal). This Privacy Policy is intended to inform you of our policies and procedures regarding the collection, use and disclosure of any information that you submit to Closely. This includes “Personal Information” which is information about you that is personally identifiable such as your name, email address and other non-public information. This also includes “Anonymous Information” which is information that is not associated with or linked to your Personal Information and does not allow identification of individual persons.

Children Under the Age of 13

Children under the age of 13 are not permitted to use Closely and we do not intentionally collect or maintain Personal Information from children under the age of 13. If we obtain knowledge that a user is under 13, we will take steps to remove that user’s Personal Information permanently from our database. By using Closely, you are representing that you are at least 18 years old, or that you are at least 13 years old and have the permission of a parent or legal guardian to use Closely.

Information Gathering and Usage

We collect Personal Information that you submit to Closely voluntarily. We also collect information that you submit in the process of creating or editing your account and user profile on Closely. We may also request optional information to support and enhance your usage of Closely, such as your year of birth, gender and other demographic information. When you purchase a Voucher, you will be need to submit your credit card or other payment information so that your payment gateway and service providers can process that payment to complete the transaction.

We may also receive Personal Information about you from other sources with which you have registered, companies who we have partnered with (“Partners”) or other third parties. We may associate this information with the other Personal Information we have collected about you.

Cookies, URLs and IP Addresses

While you are using Closely, certain information may be passively collected and stored on our own servers or the servers of service providers we use. This information may include your Internet Protocol address (“IP address”), browser type and operating system. We also use Cookies and Uniform Resource Locators (“URLs”) to gather information regarding the date and time of your visit and the pages and information you viewed. An IP address is a number that is automatically assigned to your computer when you use the Internet. In some cases, your IP address stays the same from session to session. But if you use a consumer Internet Access Provider, your IP address probably varies from session to session.

Cookies are small pieces of information that a website sends to your computer’s hard drive while you are viewing a website. Closely may use session Cookies, which expire when you close your web browser, and persistent Cookies, which stay on your computer’s hard drive until you delete them. Cookies provide for a more usable and personal experience when using Closely. Persistent Cookies may be removed from your computer’s hard drive by following the directions provided by your web browser’s help files. To use the services provided by Closely, your web browser must accept Cookies. If you choose to disable Cookies, some aspects of the Closely service may not work properly or you may be unable to use the services at all.

Data Storage

Closely uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run Closely. Although Closely owns the code, databases, and all rights to the Closely application, you retain all rights to your data.

Use and Discloser of Information

Except as otherwise noted in this Privacy Policy, we do not sell, trade, rent, or otherwise share the Personal Information that we collect from you with third parties, unless you ask or authorize us to do so. We may provide your Personal Information to third-party providers who work on behalf or with us to provide some of the services and features of Closely. Examples of such services include processing payments and providing customer service. We require our third-party service providers to promise not to use such information except as necessary to provide services to us. We may share some or all of your Personal Information (except for credit card or any other payment information) with Merchants whose Vouchers you have purchased for their commercial purposes and to redeem the Voucher.

In the event we go through a business transaction such as a merger, acquisition, or sale or all or a portion of our assets, your Personal Information may be among the assets transferred. You acknowledge that such transfers may occur and are permitted by this Privacy Policy and that any acquirer or that acquirer’s assets may continue to process your Personal Information as set forth in this Privacy Policy.

We may disclose your Personal Information if we believe in good faith that such disclosure is necessary to

comply with relevant laws or to respond to subpoenas or warrants served against us; or
to protect and defend our rights or property, you, or third parties.

You hereby consent to us sharing your Personal Information under the circumstances describe d herein.

Emails

You have a right at any time to stop us from contacting you via email for marketing purposes. When you receive promotional communications from us, you may indicate a preference to stop receiving further promotional communications. You may opt out from future promotional communications by following the unsubscribe instructions provided in the email you receive or by contacting us at support@closely.com

Despite your email marketing preferences, we may send you administrative emails regarding Closely. Those administrative emails may include operational and transactional confirmations and notices of updates to this Privacy Policy if we choose to send such notices to you in email.

Requesting a Copy of Your Personal Information

You have the right to request a copy of the Personal Information that we maintain about you. If you would like a copy of your Personal Information, please contact us at support@closely.com or send a letter to Closely, Inc., 1822 Blake Street, Denver, CO 80202. We reserve the right to charge a reasonable fee for this service.

Changes

Closely may periodically update this policy. We may notify you about significant changes in the way we treat personal information by sending a notice to the primary email address specified in your Closely account or by placing appropriate notice on our site.

Questions

Any questions about this Privacy Policy should be addressed to support@closely.com.