CLOSELY TERMS OF SERVICE

1. General

Welcome to the Closely.com website, which is operated by Closely, Inc. (“Closely”). The website and links contained within or otherwise available through external hyperlinks within our Site (the “Microsites”) will be collectively referred to as the “Site” in these Terms of Service.

The Closely.com website will, among other things, allow you to view deals and offers by merchants (“Merchants”) that make certificates available for certain of their goods and services (“Deal Certificates”), subject to the terms of sale herein and other terms that may be specific to deals. The Closely.com website and all related domains, websites, services and pages owned or operated by Closely.com (collectively the “Site”) and any services made available on the Site (“Service”) are provided to you based upon your acceptance of these Terms of Service and the Closely Privacy Policy (a copy of which is at http://www.closely.com/privacy-policy/ and incorporated herein by reference), and other notices posted on the Site.

These Terms of Service and the Closely Privacy Policy set forth the legally binding terms for your use of the Site and Service (collectively, the “Agreement”). Please read this Agreement carefully. Your visiting or use of the Site or any Service constitutes your acknowledgment and agreement to this Agreement and other notices posted on this website. If you do not agree to be bound by and comply with all of the foregoing, do not use the Site or use the Service. By visiting and accessing the Site, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions set forth herein.

Closely shall have the right, at its sole discretion, to modify, add or remove any terms or conditions of this Agreement without notice or liability to you. Any changes to this Agreement shall be effective immediately following the posting of such changes on the Site. The most recent version of this Agreement may always be found at www.closely.com/termsofservice.html You agree to review this Agreement from time to time and agree that any subsequent access or use by you of this website following changes to this Agreement shall constitute your acceptance of all such changes.

2. Eligibility and Registration.

You must be 18 or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to use the Site and the Service. If you are under the age of 18 or the applicable legal age in your jurisdiction, you may not access or visit the Site or use any Service without the consent of your parent or legal guardian. If you are under the age of 18 or the applicable legal age in your jurisdiction, you may not purchase Deal Certificates unless your parent or legal guardian authorizes and performs the actual purchase. Access to the Site and/or use of the Service is void where prohibited by applicable law, and the right to access the Site and use the Service is revoked in such jurisdictions.

In order to use certain aspects or features of the Site or Service, you will need to register on the Site. When completing the registration form, you should provide true, accurate, and complete information, and maintain and promptly update this information. If you provide any information that is not true, inaccurate, or incomplete, or if Closely has reasonable grounds to suspect that the information is false, inaccurate, misleading or incomplete, Closely has the right to suspend or terminate your access to the Site. As part of the registration form, you will be asked to provide your name, a valid email address that you own and use and to select a password (your “User ID”). In addition, if you wish to use the Service to purchase a Deal Certificate, you will need to provide a valid credit card. If you purchase a Deal Certificate, you consent to Closely disclosing your name and email address and other information to the applicable Merchant. You may not: (a) enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person; (b) use as a User ID a name subject to any rights of a person or entity other than yourself without appropriate authorization; or (c) use a User ID that Closely, in its sole discretion, deems offensive. Closely reserves the right to refuse registration of, or cancel a User ID in its discretion. You shall be responsible for maintaining the confidentiality of your User ID and credit card and are fully responsible for all activities that occur under your User ID and credit card, including use by any third party authorized by you. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account. Your User ID shall be for your personal use only. You agree to: (a) immediately notify Closely of any unauthorized use of your User ID, password or credit card (or any known or suspected breach of security, including loss, theft, or unauthorized disclosure), and (b) ensure that you exit from your account at the end of each session.

3. Personal Use Only Please.

The Site is made available for your personal use and may not be used in connection with any commercial endeavors except those that are specifically approved in writing by Closely. Illegal and/or unauthorized use of the Site or Service, including collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Site is prohibited. Commercial advertisements affiliate links, and other forms of solicitation may be removed without notice and may result in termination of your access to the Site. Appropriate legal action will be taken for any illegal or unauthorized use of the Site or Service.

4. Third Party Sites and Services.

You acknowledge that the Site may contain links, descriptions and other material (collectively, the “Links”) that are protected by copyright, trademark or other proprietary rights of Closely and third-party content and/or service providers. Links may require you to register, provide information about yourself and/or open an account prior to being able to utilize the content or services available. Such information may include personally identifiable information. There may also be separate terms, conditions of use and policies associated with such Links and you should carefully review such terms, conditions and policies. Your use of each of those Links is subject to the conditions, if any, that each of those Links have posted. You acknowledge and agree that Closely is not responsible or liable for: (a) the availability or accuracy of such Links; or (b) the content, advertising, services or merchandise available on, through or from such Links. The inclusion of any Link on the Site does not imply that Closely endorses any Link. Your use of the Links is at your sole risk and expense. If you enter into correspondence with, purchase goods or service from, or participate in promotions of, advertisers or sponsors, or other third parties, any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Closely is not a party to, third party beneficiary of, or a guarantor of performance with respect to any transaction or agreement between you and any third party. Specifically, Closely does not control the quality, accuracy or availability of goods and services you may view on the Site, the terms and conditions on which the Deal Certificates are offered or purchased, or a Merchant’s compliance with an agreement that it may enter into with you. Closely shall have no liability, obligation or responsibility for: (a) any correspondence, purchase or promotion between you and any Merchant, or other third-party; or (b) the quality, accuracy or availability of goods and services from Merchants or third parties.

5. Content on the Site.

The Site includes a combination of content that Closely creates, that Merchants and our partners create and that other third parties may create. All content published, displayed, cached or made available on the Site or through the Service, including, but not limited to, written content, photographs, graphics, images, illustrations, marks, logos, sound or video clips, and Flash animation (“Content”), are protected by copyrights and may be protected by other intellectual property rights such as trademarks. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, publicly display, or in any way exploit any of the Content on the Site in whole or in part unless expressly permitted by the content owner.
You may be exposed to Content that you find offensive, indecent, or objectionable. Closely: (a) does not control the Content posted by third parties; (b) assumes no responsibility for monitoring the Site or Service for inappropriate Content; and (c) does not guarantee the accuracy, reliability, integrity or quality of any Content. Under no circumstances will Closely be liable in any way for any Content, including any inaccuracies, errors or omissions in any Content or any Content that is libelous or defamatory, or any loss or damage of any kind incurred as a result of your use of any Content. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the content, integrity, and accuracy of such Content. Closely reserves the right, but not the obligation, to remove any Content that may, in our sole discretion, violate this Agreement or that is otherwise objectionable.

6. Purchase, Redemption and Rules of Deal Certificates.

Deals are promotional offers that participating Merchants make available through our Site. The Deal Certificates are generated after the purchase of a Deal and are redeemable for certain goods, services or experiences offered by, or facilitated through, the Merchant identified on the Deal Certificate. Closely acts an as agent in selling the Deal Certificates on behalf of the Merchants, but the Merchant is the issuer of the Deal Certificate. As the issuer of the Deal Certificate, the Merchant is solely responsible for redeeming the Deal Certificate for all goods and services it provides to you and for any and all injuries, illnesses, damages, claims, liabilities and costs (“Liabilities”) it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of a Deal Certificate or not. You waive and release Closely and its subsidiaries, affiliates, partners, officers, directors, employees and agents from any Liabilities arising from or related to any act or omission of a Merchant in connection with your use of a Deal Certificate or the services/goods it provides in connection with a Deal Certificate. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

By purchasing, viewing a mobile version, printing, accepting, using or attempting to use any Deal Certificate, you agree: (a) to this Agreement; (b) that Closely may disclose information you provide to the Merchant identified on the Deal Certificate that the Merchant identified on the Deal Certificate may contact you by email; and (c) to the terms on the Deal Certificate itself and any additional, deal specific terms advertising the Deal Certificate at the time of purchase (collectively, the “fine print” regardless of how labeled). This Agreement applies to all Deal Certificates, unless a particular Deal Certificate’s fine print states otherwise, and except as otherwise required by law. In the event of a conflict between this Agreement and a Deal Certificate’s fine print, the Deal Certificate’s fine print will control.

If you wish to purchase a Deal Certificate, you will need to submit a credit card for authorization to charge the purchase price of the Deal Certificate to your credit card account. If the charge is authorized by the payment processor, your credit card will be charged and you will receive: (a) a confirmation that the order has been placed; and (b) an email with a web link that takes you to a printable version of your Deal Certificate. You may redeem your Deal Certificate immediately after you printing unless otherwise specified in the fine print.

Deal Certificates have two separate values: (a) the “amount paid” and (b) the promotional value. The “promotional value” is the additional value beyond the amount paid. Together, the amount paid and the promotional value equals the “full offer value” of the Deal Certificate. For example, if you pay $20 for a Deal Certificate that gets you $50 of goods or services from a Merchant, the full offer value is $50, the amount paid is $20 (this amount does not expire until it is used or is refunded), and the promotional value is $30 (this amount expires on the date stated on the Deal Certificate unless expiration of the promotional value is prohibited by law). In the event you redeem your Deal Certificate for less than the full offer value stated on the Deal Certificate, your purchase will be allocated first against the amount paid portion until it has a balance of zero dollars ($0.00) and then against the promotional value portion that is remaining. However, most Deal Certificates can be used only once, so unless the fine print says something different, there will be no credit or carry over of any remaining promotional value to a subsequent redemption.

If the fine print contains an expiration date and an expiration date is prohibited under the law of the jurisdiction in which the Merchant is located, then the Merchant is responsible for allowing you to redeem your Deal Certificate for the amount paid for a period of time that may extend beyond the expiration date on the Deal Certificate. While the expiration date on the Deal Certificate dictates the last date that you can use your Deal Certificate at the Merchant for the promotional value, some state laws may provide that the Merchant is responsible for honoring the cash value of the amount paid for a period of time beyond the expiration date stated on the Deal Certificate. If applicable, this is a statutory provision, which applies to the Merchant and is the sole responsibility of the Merchant (and in no way the responsibility of Closely) to comply with such applicable laws and statutes, which may govern the Merchant. If the Merchant refuses to honor the Deal Certificate before the legally permitted expiration date, then Closely will refund the amount paid portion of your Deal Certificate. In order to receive the refund, you must provide the following information in writing to support@closely.com: (a) identification of the Deal Certificate and Merchant with whom you sought to redeem the Deal Certificate, (b) statement of the date, time, and circumstances in which the Merchant refused to redeem the Deal Certificate, and (c) a statement, under penalty of perjury, that the Deal Certificate has never been redeemed with the Merchant. Closely will also refund the amount paid of any unused Deal Certificate within five (5) days after the purchase date. No refunds will be made five (5) days after the purchase date unless the Merchant refuses to honor the Deal Certificate before the legally permitted expiration date as described above, or if you are unable to redeem a Deal Certificate because the issuing Merchant has gone out of business.

Rules. Unless otherwise stated in the Deal Certificate or required by law, the following rules apply to all Deal Certificates:
• Deal Certificates are not redeemable for cash, and have no cash value, unless required by law.
• There is no cash back for partial redemption of the amount paid portion, except as required by law.
• There is no cash back or credit issued for partial redemption of the promotional value of a Deal Certificate.
• The use of a Deal Certificate 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 Deal Certificate.
• Unless stated in the fine print, a Deal Certificate can only be used one time and partial redemptions are not allowed.
• Deal Certificates cannot be combined with any other coupons or promotions unless otherwise noted in the Deal Certificate,
• Deal Certificates cannot be used for tips, prior balances, shipping or handling, as applicable. PLEASE tip on the full non-discounted value of the product or service you receive. It’s simply good manners, an example of the golden rule and you might even get a few karma points.
• Closely and the Merchant are not responsible for lost or stolen Deal Certificates.
• Unauthorized or unlawful reproduction, resale, modification or trade of Deal Certificates is prohibited, except as required by law,
• Unless otherwise stated in the fine print, the full offer value does not include sales, value added or use taxes, which may be charged to you separately by the Merchant at the time you redeem the Deal Certificate.

7. Requests for Removal of Content.

If you believe that Content on the Site has been copied and/or made accessible in a manner that violates another’s intellectual property rights, please see our Copyright Infringement Policy at http://www.closely.com/terms/copyright-policy/

8. Your Conduct.

You agree to follow all applicable laws and regulations when using the Site and Service. Without limiting the foregoing, you agree that you will not use the Site to take any of the following actions: (a) defame, abuse, harass (or advocate harassment of), stalk, threaten, or otherwise violate the legal right of others; (b) publish, post, upload, e-mail, distribute, or disseminate (collectively, “Transmit”) any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful content; (c) Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person’s computer, our sites, any software or hardware, or telecommunications equipment; (d) advertise or offer to sell any goods or services for any commercial purpose unless you have our written consent to do so; (e) Transmit surveys, contests, pyramid schemes, spam, junk mail, unsolicited mass mailings, advertising or promotional materials, or chain letters; (f) download any file that you know or reasonably should know cannot be legally obtained in such manner; (g) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material; (h) restrict or inhibit any other user from using and enjoying our Site; (i) collect or store passwords or personal information about other users or solicits passwords or personal information from other users; (j) interfere with or disrupt our sites, servers, or networks; (k) impersonate any person or entity, including, but not limited to, a Closely representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (l) forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through our Site or to manipulate your presence on our Site; (m) take any action that imposes an unreasonably or disproportionately large load on our infrastructure; (n) engage in any illegal activities; (o) violate the terms and conditions or policies, if any, under which Content is made available; (p) Transmit content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (q) promote an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; (r) modify, adapt, translate, or reverse engineer any portion of the Site and/or the Service; (s) create user accounts by automated means or under false or fraudulent pretenses; or (t) use the Site or Service to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including those that are deemed threatening or obscene.

9. Data Transmission.

The transmission of data or information (including communications by e-mail) over the Internet or other publicly accessible networks is not secure, and is subject to possible loss, interception or alteration while in transit. Accordingly, Closely does not assume any liability for any damage you may experience or costs you may incur as a result of any transmissions over the Internet or other publicly accessible networks, such as transmissions involving the exchange of e-mail with us (including those which may contain your personal information). While we shall take commercially reasonable efforts to safeguard the information you provide us in accordance with our Privacy Policy, in no event will the information you provide to us result in any liability to you on our part in the event that such information is inadvertently released by us or accessed by third parties without our consent. Therefore, you should take appropriate precautions and conduct due diligence before disclosing any of your personal information to other users of the Site and Service.

10. Disclaimer of Warranties.

Closely disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of Content, Deal Certificates, or information or material displayed, cached or otherwise accessible from the Site. Closely disclaims any responsibility for the deletion, failure to store, or untimely delivery of any Content, Deal Certificates, or information or material. While Closely endeavors to provide a sterile server environment, Closely makes no claim that the Site will be error free, or that the Site, Service or the servers that operate them are or will be free of viruses or other harmful components. Closely is not responsible for any problems or technical malfunction of any network, computer equipment, software, or traffic congestion on the Internet or on the Site or Service or combination thereof, including any injury or damage to you or to any person’s computer related to or resulting from purchasing Deal Certificates, downloading or accessing any information or material on the Internet through or in connection with the Site. Under no circumstances shall Closely be responsible for any loss or damage, including personal injury or death, resulting from accessing the Site or use of the Service, from any Content, Deal Certificates, or from your conduct or the conduct of other users of the Site or Service, whether online or offline
.
THE SITE, THE SERVICE, AND ALL CONTENT, DEAL CERTIFICATES, MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN, OR ACCESSIBLE FROM THE SITE ARE PROVIDED “AS IS,” “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. CLOSELY, THE MERCHANTS AND THEIR LICENSORS, PARTNERS, AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW: (A) ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS; AND (B) ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, ACCURACY, TIMELINESS, AND PERFORMANCE OF THE SITE AND SERVICE. CLOSELY, THE MERCHANTS AND THEIR LICENSORS, PARTNERS, AFFILIATES AND SUPPLIERS MAKE NO REPRESENTATION OR WARRANTY: (U) THAT THE SITE, SERVICE OR DEAL CERTIFICATES WILL MEET YOUR REQUIREMENTS; (V) THE SITE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (W) ON THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICE; (X) THAT CONTENT WILL BE TIMELY, ACCURATE OR RELIABLE; (Y) REGARDING THE QUALITY OF ANY INFORMATION, CONTENT OR OTHER MATERIAL THAT YOU PURCHASE OR OBTAIN FROM THE SITE THROUGH THE SERVICE OR THE USE OF DEAL CERTIFICATES WILL MEET YOUR EXPECTATIONS; AND (Z) THAT ANY ERRORS WILL BE CORRECTED.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

11. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL CLOSELY, THE MERCHANTS OR THEIR LICENSORS, PARTNERS, AFFILIATES AND SUPPLIERS BE LIABLE TO YOU OR ANY USER FROM THE USE OR MISUSE OF OR RELIANCE ON, OR PRODUCTS OR SERVICES AVAILABLE FROM, THE SITE, SERVICE OR DEAL CERTIFICATES, OR ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF CLOSELY, THE MERCHANTS AND THEIR LICENSORS, PARTNERS, AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF, OR RELIANCE ON, OR PRODUCTS OR SERVICES AVAILABLE FROM, THE SITE OR SERVICE OR DEAL CERTIFICATES, FROM INABILITY TO ACCESS THE SITE, USE THE SITE OR SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE OR SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY INFORMATION OR ADVICE, OR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR SERVICE OR RECEIVED THROUGH ANY DEAL CERTIFICATES OR LINKS PROVIDED ON THE SITE OR THROUGH THE SERVICE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOSS OF USE, GOODWILL, LOST DATA OR OTHER INTANGIBLE LOSSES. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SITE, THE SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SITE OR SERVICE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL CLOSELY’S: (A) LIABILITY IN CONNECTION WITH A DEAL CERTIFICATE OR A PRODUCT OR SERVICE EXCEED THE AMOUNTS PAID FOR SUCH DEAL CERTIFICATE, PRODUCT OR SERVICE; AND (B) TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY YOU DURING THE SIX MONTHS PRECEDING THE BRINGING OF ANY CLAIM, OR FIVE HUNDRED DOLLARS, WHICHEVER IS LESS.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Without limiting the foregoing, under no circumstances shall Closely, the Merchants or their licensors, partners, affiliates or suppliers be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

12. Our Rights.

We have the right, but not the obligation, to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice to: (a) restrict, suspend, or terminate your access to all or any part of the Site and/or Service; (b) change, suspend, or discontinue all or any part of the Site and/or Service; (c) refuse, edit, move, or remove any content, or other material that is available on the Site; (d) modify, add or remove any terms or conditions of the Agreement; (e) establish general practices and limits concerning access and use of the Site and/or Service. You agree that we will not be liable to you or any third party for taking any of these actions.

13. Termination.

You have the right to terminate or cancel your account at any time. You understand and agree that except for the refund provisions of Section 6, the cancellation of your account is your sole right and remedy with respect to any dispute with Closely. This includes, but is not limited to, any dispute related to or arising out of: (a) any of the provisions of the Agreement, the Site or the Service or Closely’s enforcement or application of the provisions of the Agreement; (b) the Content available through the Site; (c) your ability to access and use the Site or Service; (d) your use or inability to use a Deal Certificate or products or services of a Merchant; or (e) use of any Links. Closely will not be liable to you for termination of your account or access to the Site. Sections 4 and 6 through 17 will survive the termination of this Agreement and your account. Closely may at any time, and in its sole discretion, and without liability, terminate the Site, the Service or any product, service or feature offered in or by the Site or Service.

14. Indemnification.

You hereby agree to indemnify, defend and hold Closely and all of our officers, directors, owners, employees, agents, information providers, affiliates, partners, and licensors (collectively, the “Closely Parties”) harmless from and against any and all liability, losses, costs, expenses and damages (including attorneys’ fees) incurred by any Closely Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement arising out of: (a) your access of the Site and use of the Site or Service; (b) any use or alleged use of your User ID by any person, whether or not authorized by you; (c) the content, the quality, or the performance of goods or services available on the Site; (d) your connection to the Site; (e) your violation of this Agreement; (f) your breach of third party terms, conditions of use or policies associated with the Links; (g) your purchase of, or use or inability to use any Deal Certificate or other product or service through the Site; and (h) your violation of any law or the rights of any other person or entity. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You will not settle or resolve any such claim in a manner that imposes any liability or obligation on Closely or affects Closely’s rights in connection therewith without the advance written approval of Closely.

15. Ownership.

Except for any third party Content, the Site and Service and all aspects thereof, including all copyrights, trademarks, and other intellectual property or proprietary rights therein, are owned by Closely and/or its suppliers and licensors (“Closely Property”). You acknowledge that the Closely Property and any underlying technology or software used in connection with the Site and Service contains Closely’s proprietary information. You may not modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit, any of the Closely Property in whole or in part except as expressly provided in this Agreement. Except as expressly and unambiguously provided in this Agreement, There are no implied licenses.

16. Arbitration.

We will make every reasonable effort to resolve any disagreements that you have with Closely. If those efforts fail, by using this Site you agree that any claim, dispute, or controversy you may have against Closely arising out of, relating to, or connected in any way with this Agreement this Site or the purchase or sale of any Deal Certificate(s), shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”). You agree further that: (a) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and Closely; (b) the arbitrator shall apply Colorado law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (c) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or Closely’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (d) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Closely will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (e) with the exception of subpart (c) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (c) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Closely shall be entitled to arbitrate their dispute.

17. Miscellaneous Provisions.

This Agreement is governed by and construed in accordance with the laws of the State of Colorado, without giving effect to its conflict of laws provisions or your actual state or country of residence. You agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within the City and County of Denver, Colorado. If for any reason a court of competent jurisdiction finds any provision or portion of the Agreement to be unenforceable, the remainder of the Agreement will continue in full force and effect. 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 of the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Closely may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on the Site. You authorize Closely to send notices via email as well if Closely decides, in its sole discretion, to do so. You agree to check the Site for notices, and that You will be considered to have received a notice when it is made available to you by posting on the Site.
References to affiliates, partners, or other terms used to describe the relationship between Closely and certain third parties are for convenience only, used to reflect that there is cooperation between Closely and such third parties, and do not describe, or expressly or impliedly create, a legal affiliation or partnership, or any responsibility of Closely for the actions of such third parties.

No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Closely in any respect whatsoever.

This Agreement, including all terms, conditions, and policies that are incorporated into these terms of use by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Closely.

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Please contact Closely at support@closely.com or call the support line, 303-993-8649, during the hours of 9:00am to 5:00pm Mountain Time, Monday through Friday, excluding U.S. Holidays with any questions regarding this Agreement.

Last revised January 23, 2012