dealcloser inc. O/A dealcloser (“dealcloser”/“WE”/”US”/“OUR”) OWNS AND OPERATES THE WEBSITE LOCATED AT HTTPS://WWW.DEALCLOSER.COM/ (THE “WEBSITE”), AND ANY SUBDOMAINS USED IN CONNECTION WITH OR RELATED TO THE SAME, AND THE DEALCLOSER APPLICATION LOCATED AT HTTPS://APP.DEALCLOSER.COM (THE “APP”). THESE TERMS OF SERVICE APPLY TO ALL USERS OF THE WEBSITE OR THE APP, INCLUDING USERS WHO UPLOAD OR DOWNLOAD ANY MATERIALS TO OR FROM THE APP, USERS WHO USE SERVICES PROVIDED THROUGH THE WEBSITE OR THE APP AND USERS WHO SIMPLY VIEW THE CONTENT ON OR AVAILABLE THROUGH THE WEBSITE OR THE APP.
YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OLD TO USE THE WEBSITE OR THE APP. BY USING THE WEBSITE OR THE APP YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN DO NOT USE THE APP OR THE WEBSITE OR ANY OF THEIR CONTENT OR SERVICES. THESE TERMS OF SERVICE MAY BE AMENDED OR UPDATED BY DEALCLOSER FROM TIME TO TIME WITHOUT NOTICE TO YOU AND THESE TERMS OF SERVICE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF SERVICE FOR ANY CHANGES. YOUR USE AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS OF SERVICE SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS. ANY NEW FEATURES THAT MAY BE ADDED TO THE WEBSITE OR THE APP FROM TIME TO TIME WILL BE SUBJECT TO THESE TERMS OF SERVICE, UNLESS STATED OTHERWISE. YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS OF SERVICE.
IF YOU ARE ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY RIGHT AND AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE ON BEHALF SUCH CORPORATION OR ENTITY AND TO BIND SUCH CORPORATION OR ENTITY TO THESE TERMS OF SERVICE.
The Service. The dealcloser service enables users to manage corporate transactions and includes, among other things, the ability to: (i) create projects; (ii) upload and download documents; (iii) create and adopt electronic signatures; (iv) execute documents; and (v) generate closing books, all as further described on the Website or the App (the “Service”). The underlying hardware, software, network storage and related technology required to run the Service is provided by dealcloser and its third party vendors and hosting partners.
Fees, Payments, Refunds, Upgrading and Downgrading. Information on the current fees for users who are registered for the Service can be found in the Manage Account section of Your firm administration account. If You are a new or prospective user of the Service and would like more information about our pricing packages, please see our pricing page located at https://www.dealcloser.com/pricing/. At Our option, We may provide a 14 day free trial (or longer) of the Service that You may sign up for at no cost to You (the “Free Trial Period”). At the end of the Free Trial Period, You will be required to pay for a subscription in order to access the Service and until such payment is made, You will have no further access to the Service or any of your User Content (as defined below). You may pay for a subscription at any time during the Free Trial Period. During the Free Trial Period, and in any case without a paid subscription, You will not have full access to all features provided by the Service and We are under no obligation to provide to You any or all features or the Service in its entirety during the Free Trial Period. We may revoke Your access to the Service at any time and for any reason without notice to You during the Free Trial Period. Upon subscribing to the Service, You will be billed on a monthly or yearly basis, depending on the billing interval You select. If You subscribe for an annual paid account, we will bill You for the entire year on Your subscription activation date and every year thereafter on the anniversary of Your subscription activation date. If You subscribe for a monthly paid account, we will bill You for the entire month on Your subscription activation date and every month thereafter on the same date. There will be no refunds or credits for months or partial months of Service unused within an annual paid account or for partial months of Service unused in a monthly paid account. In order to treat everyone equally, no exceptions will be made. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities and You shall be responsible for payment of all such taxes, levies, or duties. If You subscribe for an annual paid account, You may not switch or downgrade to a monthly paid account. If You subscribe for a monthly paid account, You may to switch to an annual paid account at any time and will be billed immediately upon doing so. You may add or remove users to Your account within Your billing interval at any time and doing so will trigger a prorated charge or credit, as applicable, that will be processed immediately using the payment method You have provided. dealcloser does not accept any liability for such loss. You will not receive a refund if You cancel the Service before the end of Your current paid up month or year and Your account will remain open until the end of the then-current billing cycle, after which the cancellation will take effect and You will not be charged for the next month or year or be able to access Your account. Please see Sections 14 and 17 for more information regarding cancellation of the Service. All prices for the Service are subject to change upon 14 days’ notice from Us. Such notice may be provided by email or through an in-App notification.
Content. You are solely responsible for all content, including, without limitation: (i) documents; (ii) data; (iii) text; (iv) images; (v) photographs; (vi) graphics; (vii) messages; or (viii) any and all other materials or information in any form, which You upload, post, email, transmit or otherwise make available to and through the Website or the App (collectively, the “User Content”). This means that You, and not dealcloser, are entirely responsible and liable for all such User Content uploaded, posted, emailed, transmitted or otherwise made available through Your use of the Service. dealcloser does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. You acknowledge that by using the Service, You may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will dealcloser be liable in any way for any User Content and dealcloser will not be liable for any errors or omissions in any User Content or for any loss or damage of any kind incurred as a result of the viewing or use of any User Content uploaded, posted, emailed, transmitted or otherwise made available via the Service.
Restrictions on User Content and Use of the Service. dealcloser reserves the right at all times (but will have no obligation) to remove or refuse to distribute any User Content and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of our users and the public. In using the Website, App and/or Service You shall not:
Copy any content unless expressly permitted to do so herein;
Upload, post, email, transmit or otherwise make available any material that:
Is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
You do not have a right to make available under any law or under a contractual relationship;
Infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
Use communication features of the Service (or other functionality made available through the Service) to transmit unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or the App or that of any users or viewers of the Website or the App or that compromises a user’s privacy; or
Contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
Impersonate any person or entity or misrepresent their affiliation with a person or entity;
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Website or the App or impersonate another person or organization;
Interfere with or disrupt the Website or the App or servers or networks connected to the Website or the App, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or the App or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
Intentionally or unintentionally violate any applicable local, provincial, national or international law or regulation;
Collect or store personal data about other users or viewers;
License, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or the App; or
Modify, translate, make derivative works of, disassemble, duplicate, adapt, hack, decompile, reverse compile, modify or reverse engineer any part of the App or any software provided as part of the Service or to falsely imply that another website is associated with the Service, dealcloser or any other dealcloser service, except to the extent the foregoing restrictions are expressly permitted by applicable law. You also agree not to access the Website or App in a manner that utilizes the resources of the Website or App more heavily than would be the case for an individual person using a conventional web browser on a computer or mobile device. If Your bandwidth usage exceeds reasonable levels, or significantly exceeds the average bandwidth usage of other dealcloser users, as determined solely by dealcloser, we reserve the right to immediately disable Your account and/or throttle Your usage until You can reduce Your bandwidth consumption. Notwithstanding the foregoing, operators of public search engines may use spiders or other bots for the purpose of creating publicly available searchable indices of the materials on the Website.
- End User License. The App, the Website and the information and materials contained therein, but excluding the User Content, are the property of dealcloser and its licencors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Website, the App or the Service other than as expressly authorized by dealcloser in writing. You hereby acknowledge and agree that, as between dealcloser and you, all right, title, and interest in and to the Website, the App and the Service shall be owned exclusively by dealcloser. Use of the Website, the App or the Service in any way not expressly permitted by this Agreement is prohibited. Subject to these Terms of Service, dealcloser grants You a non-transferable, non-exclusive, license to use the Website and also the App for Your use (the “License”). The App is licensed to You and not sold. Nothing in these Terms of Service gives You a right to use the dealcloser names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website or the App. Any future release, update, or other addition to functionality of the Website or the App shall be subject to these Terms of Service.
- Feedback. If You provide dealcloser with any suggestions, comments or other feedback relating to any aspect of the Website, the App and/or Service (the “Feedback“), dealcloser may use such Feedback in the Website, App, Service and/or in any other dealcloser products or services (collectively, “dealcloser Offerings“). Accordingly, You agree that: (a) dealcloser is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to dealcloser, (c) dealcloser (including all of its successors and assigns and any successors and assigns of any of the dealcloser Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any dealcloser Offerings, and (d) You are not entitled to receive any compensation or re-imbursement of any kind in respect of the Feedback.
- Advertising. You acknowledge and agree that the Website and the App may contain advertisements. If You elect to have any business dealings with anyone whose products or services may be advertised on the Website or App, You acknowledge and agree that such dealings are solely between You and such advertiser and You further acknowledge and agree that dealcloser shall not have any responsibility or liability for any losses or damages that You may incur as a result of any such dealings.
- Links & Third-Party Websites and Integrations. The Website and App (including User Content) may contain links to other websites that are not owned or controlled by dealcloser or may make it possible for You to elect to use third party services with the Service where such third party service providers have integrated with the Service (the “Third Party Integration Partners”). In no event shall any reference to any third party, third party product or service be construed as an approval or endorsement by dealcloser of that third party, third party product or service. dealcloser is also not responsible for the content of any linked websites or for the delivery of any product or service offered by third parties including Third Party Integration Partners. In order to receive access to a Third Party Integration Partner’s products or services, You will need, in most cases, to sign-up directly with the Third Party Integration Partner. For certain services offered by Third Party Integration Partners, You will be required to pay a fee to dealcloser to turn on the third party service. Any third-party websites or services (including those offered by Third Party Integration Partners) are subject to the terms and conditions of those websites and or services and You are responsible for determining those terms and conditions and complying with them. The presence of a link to any other website(s) does not imply that dealcloser endorses or accepts any responsibility for the content or use of such websites, and You hereby release dealcloser from all liability or damages that may arise from Your use of such websites or receipt of services from any such websites. While dealcloser does not prohibit linking to third party websites and content, it does not wish to be linked to or from any third-party web site which contains, posts or transmits any of the prohibited content in Section 5 of these Terms of Service. dealcloser reserves the right to prohibit or remove (or require You to remove) any link to the Website, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time.
- DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS. THE WEBSITE, SERVICE, APP AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND DEALCLOSER DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED. IN ADDITION, DEALCLOSER SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. DEALCLOSER DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR THE APP IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR THE APP OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND DEALCLOSER SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. DEALCLOSER WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE.
- LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL DEALCLOSER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM: (I) YOUR USE OF OR YOUR INABILITY TO USE THE WEBSITE, THE APP OR THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES; (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE OR THE APP; (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE OR THE APP, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR APP; OR (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR THE APP OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE OR THE APP. THESE LIMITATIONS SHALL APPLY EVEN IF DEALCLOSER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, DEALCLOSER’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF EITHER FIFTY CANADIAN DOLLARS ($50.00) OR THE AMOUNTS YOU’VE PAID TO DEALCLOSER IN THE PRIOR 12 MONTHS (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
- INDEMNIFICATION. YOU SHALL INDEMNIFY AND HOLD DEALCLOSER AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE LEGAL FEES), INCURRED IN CONNECTION WITH ANY MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE SERVICE AND/OR ANY VIOLATION BY YOU OF THESE TERMS OF SERVICE, THE RIGHTS OF ANY THIRD PARTY, OR ANY APPLICABLE LAW OR REGULATION.
- Termination. You are solely responsible for properly cancelling Your account. You can cancel Your account at any time by emailing or calling Us and notifying Us of Your desire to cancel Your account. However, please see Section 3 above for details on the effect that cancellation has on Your payment obligations. dealcloser may, under certain circumstances and without prior notice to You, immediately terminate Your ability to access the Website or App or portions thereof. Cause for such termination shall include, but not be limited to: (a) breaches or violations of these Terms of Service or any other agreement that You may have with dealcloser (including, without limitation, non-payment of any fees owed in connection with the Website, the App or the Service or otherwise owed by You to dealcloser); (b) requests by law enforcement or other government agencies; (c) a request by the Account Owner; (d) discontinuance or material modification to the Website, the App or the Service (or any part thereof); (e) unexpected technical, security or legal issues or problems; (f) participation by You, directly or indirectly, in fraudulent or illegal activities; or (g) verbal, physical, written or other abuse (including threats of abuse or retribution) against any dealcloser customer, employee, member or officer. Termination of Your access to the Website, the App or the Service may also include removal of some or all of the materials uploaded by You. You acknowledge and agree that all terminations may be made by dealcloser in its sole discretion and that dealcloser shall not be liable to You or any third-party for any termination of Your access to the Website or App or for the removal of any of the materials uploaded by You to the Website, the App or the Service. Any termination of these Terms of Service by dealcloser shall be in addition to any and all other rights and remedies that dealcloser may have.
- Availability & Updates. dealcloser may alter, suspend, or discontinue the Website, App and/or Service at any time and for any reason or no reason, but will endeavor to provide notice of the same. The Website, App and/or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. dealcloser may periodically add or update the information and materials on the Website or the App without notice.
- Security. All User Content uploaded by You to the Website or the App shall be subject to industry standard security measures and protocols. dealcloser is not responsible for the security of any User Content once downloaded from the Website or App by You or by Your clients. All User Content uploaded to the Website or the App to a project created by You shall be stored solely within the jurisdiction of your choice that is offered by Us as a jurisdiction for data storage. dealcloser is not responsible for the storage location of any User Content once downloaded from the Website or the App by You or Your clients. dealcloser makes commercially reasonable efforts, and implements industry standard security measures and protocols, to prevent unauthorized access to restricted areas of its servers and databases and to other materials generated from or used in conjunction with the Service. In addition, dealcloser shall immediately act to remedy any known security breaches and shall notify You of same as soon as is reasonably possible. You are responsible for safeguarding the password that You use to access the Service and You are responsible for any activities or actions under Your password. You agree to keep Your password secure. If You create an account on behalf of a corporation or entity, You are responsible for any actions of administrative users You add to Your account and You are liable for any payment obligations that they incur, for example by selecting specific paid features or services. Login credentials are intended for one user only and are not to be shared by multiple users. dealcloser will not be liable for any loss or damage arising from Your failure to comply with these requirements.
- User Content. If You cancel the Service before the end of Your current paid up month or year, Your account will remain open until the end of the then-current billing cycle. At the end of the then-current billing cycle, you will no longer be able to use the Service except to extract User Content. You shall have 30 days from the end of the then-current billing cycle to extract any or all of Your User Content (the “Extraction Period”). At the end of the Extraction Period, We will delete all of Your User Content in its entirety with no exceptions. Upon Your request, We may provide to You, in Our sole discretion, assistance to You in extracting Your User Content.
- Confidentiality. “Confidential Information” means information of a party (the “Disclosing Party”) that the other party (the “Receiving Party”) receives in connection with the Service, which based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential to the Disclosing Party, including, without limitation, customer information, transactional information and any other non-public content posted, transmitted or accessed through the Service. A Receiving Party shall: (i) limit access and use of Disclosing Party’s Confidential Information to those of Receiving Party’s employees and agents that require such access and use in connection with the Service; (ii) not disclose Disclosing Party’s Confidential Information to third parties, unless authorized under this Section of these Terms of Service; (iii) protect the Disclosing Party’s Confidential Information as it protects its own Confidential Information, but in any event with not less than a reasonable degree of care; and (iv) not use the Disclosing Party’s Confidential Information for any purpose except as required to perform its obligations hereunder or as otherwise specifically permitted hereunder. Nothing in this Section shall prevent a Receiving Party from disclosing Confidential Information to a third party to the extent that such Confidential Information is: (i) previously known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality; (ii) publicly known or becomes publicly known through no breach of this Agreement by the Receiving Party; (iii) rightfully received from a third party under no confidentiality obligation with respect to the Confidential Information; or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. In addition, Confidential Information may be disclosed to governments and their agencies under lawful order or judicial order. In the event that dealcloser receives a request or order to release Your Confidential Information, we will notify You promptly (to the extent permitted by law), so that You may seek a protective order to prevent the disclosure of Your Confidential Information.