Terms of Service.

This Agreement is made between DealCloser Inc. ("DealCloser") and you. This Agreement sets forth the standard terms and conditions that governs Orders placed by you (the "Terms and Conditions").

1. AGREEMENT DEFINITIONS

In this Agreement:

"Agreement" means this agreement and, if applicable, the terms and conditions set forth in your Order.

"Ancillary Programs" refers to the software products owned or licensed by DealCloser to which DealCloser grants you access as part of the Services.

“App” means the DealCloser application located at app.dealcloser.com.

"Auto Renew" or "Auto Renewal" is the process by which the Service Period of certain Services is automatically extended for an additional Service Period of the same duration, unless such Services are otherwise terminated in accordance with the terms of the applicable Order or this Agreement.

"Claims" means, in respect of any matter and howsoever arising, all claims, liabilities, demands, costs, damages, expenses (including legal expenses on a solicitor-client full indemnity basis), losses, suits, orders, actions, proceedings (governmental, administrative or otherwise), judgments, reviews, inquiries, investigations, audits, obligations and debts, including interest, penalties, fines and court costs, arising directly or indirectly as a consequence of such matter, whether known or unknown, contingent or otherwise.

"DealCloser Equipment" means any equipment owned by or leased to DealCloser and used in connection with the provision of your Services.

"DealCloser Services Environment" refers to the combination of hardware and software components owned, licensed or managed by DealCloser to which DealCloser grants you and your Users access as part of the Services.

"including" means "including (or includes) without limitation" and the words following "including" or "includes" are not to be considered an exhaustive list, unless expressly stated otherwise (e.g., including only).

“Service Agreement” means the service agreement, to the extent entered into, between DealCloser and you, pursuant to which this Agreement is incorporated by reference.

“Service Level Agreement” means the service level agreement, to the extent entered into, between DealCloser and you, pursuant to which this Agreement is incorporated by reference.

"Network" means any data communications network (including all hardware, software, telecommunications facilities and equipment that are connected to any such data communications network) owned, licensed and/or operated by DealCloser or you.

"Order" means your order for Services and containing the approved fees payable by you for the Services for the Service Period.

"person" includes an individual, a partnership, a corporation, a trust, a joint venture, a syndicate, a governmental authority, and any other form of incorporated or unincorporated association, organization or other entity of any nature.

"Privacy Notice" means DealCloser’s privacy notice in respect of information collection and storage, as amended from time to time (a copy of which is available at www.dealcloser.com/privacy-policy).

"Program Documentation" means DealCloser’s user and help manuals/information, help windows and websites applicable to Services.

"Separate Terms" refers to separate license terms between you and a third-party licensor that are specified in end-user license agreements that apply to Separately Licensed Third-Party Technology.

"Separately Licensed Third-Party Technology" refers to third party technology that is licensed under separate terms and not under the terms of this Agreement.

"Services" means services provided to you by DealCloser pursuant to an Order, which services 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.

"Service Period" refers to the period of time for which you have ordered Services as set out in your Order and includes any renewal.

"Service Specifications" means the description of the components of the Services, as described on the Website or the App.

"Terms and Conditions" means the meaning set forth above.

"Third Party Services" means all SaaS, DaaS, IaaS, HaaS, BaaS, software, applications, programs, text, files, images, graphics, illustrations, information, data, audio, video, photographs and any other content and material, in any format, that are obtained or derived from third party sources outside of DealCloser and made available to you through, within, or in conjunction with your use of, the Services.

"Users" means those employees, contractors, and end users, as applicable, authorized by you or on your behalf to use the Services in accordance with this Agreement and your Order.

“Website” means the website operated by DealCloser located at www.dealcloser.com and any subdomains used in connection with or related to the same.

"You", “you”, "Your" and “your” refers to the individual or entity that (a) has contracted with DealCloser for Services pursuant to an Order, or (b) is accessing the Website, the App, or otherwise being provided with Services, whether pursuant to a trial period or otherwise.

"Your Applications" or "your Applications" means all software programs, including any source code for such programs, that are owned or licensed to you by persons other than DealCloser.

"Your Content" or “your Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material (other than your Applications), in any format, available to you and your Users.

"Your Equipment" or “your Equipment” means any equipment owned by or leased to you.

"Your Services Environment" or “your Services Environment” refers to the combination of hardware and software components owned by or licensed to you.

In this Agreement, words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural and vice versa, and words importing individuals shall include firms and corporations and vice versa.

2. AMENDMENTS

You acknowledge that DealCloser reserves the right to, and may in its discretion, amend the Terms and Conditions, the Privacy Notice, and/or Services Specifications at any time and from time to time. Any changes to the Terms and Conditions, the Privacy Notice, and/or such Services Specifications will be applicable thirty-one (31) days after notice of such updated version has been provided to you by electronic mail to your e-mail address on record in DealCloser’s account information, by written communication sent by registered mail or courier to your address on record in DealCloser’s account information, or by electronic means through any one of your primary contacts listed on DealCloser’s internal profile for you, and your continued use of Services after such thirty-one (31) day period will be deemed to be your acceptance of the Terms and Conditions, the Privacy Notice, and/or such Services Specifications, each as amended. If you desire to cancel receiving Services as a result of amendments to terms applicable to such Services as set forth in the amended Service Specifications, you must advise DealCloser of such cancellation prior to the expiration of the aforementioned thirty-one (31) day period, failing which, you will be deemed to have accepted such amendments. For certainty, and notwithstanding the foregoing, if: (i) the Terms and Conditions and/or Service Specifications are amended in respect of Services you are not receiving from DealCloser, (ii) amendments to Terms and Conditions, the Privacy Notice, or Services Specifications are to correct grammatical or spelling errors, or updating terminology, (iii) amendments to Terms and Conditions or Services Specifications are with respect to improvements to Services, or (iv) the Privacy Notice is amended and such amendments do not contravene applicable law, you will not be entitled to cancel your Services as a result of any such amendments. DealCloser will advise you of any amendments to the Terms and Conditions, the Privacy Notice, and such Services Specifications not less than thirty-one (31) days prior to such amendments come into effect.

3. SERVICE PERIODS

The Service Period for the Services commences on the first day in which you are billed for such Services, and is for the term as set out in your Order. Your Service Period will Auto Renew for a subsequent Service Period at the end of each Service Period.

Services shall be provided for the Service Period set out in your Order and/or as noted above, unless earlier suspended or terminated in accordance with this Agreement or your Order. Services that Auto Renew will not be terminated unless (i) you provide DealCloser with the requisite written notice of your intention not to renew such Services not less than forty five (45) days prior to the end of the applicable Service Period, or (ii) DealCloser provides you with written notice no later than thirty (30) days prior to the end of the applicable Service Period of its intention not to renew such Services.

DealCloser may, in its sole discretion, provide a trial of the Services. At the end of such trial period, you will be required to place an Order for Services in order to continue to access the Services. At the end of any trial period, you will have no further access to the Services or any of your Content. You may not have access to all features of the Services during any trial period, and DealCloser may revoke your access to the Services at any time and for any reason without notice to you during any trial period.

4. RIGHTS GRANTED

For the duration of the Service Period and subject to you meeting your payment obligations for Services, and except as otherwise set forth in this Agreement, you have the revocable, non-exclusive, non-assignable, royalty free, worldwide limited right to access and use the Services that you ordered, including anything developed by DealCloser and delivered to you as part of the Services, solely for your business operations and subject to the terms of this Agreement and your Order. You may allow your Users to use the Services for this purpose and you are responsible for your Users’ compliance with this Agreement and the Order.

You do not acquire under this Agreement any right or license to use the Services, including the DealCloser Services Environment, in excess of the scope and/or duration of the Services stated in your Order or this Agreement. Upon the end of the provision of Services, your right to access and use the Services will terminate.

To enable DealCloser to provide you and your Users with the Services, you grant DealCloser the right to use, process, store and transmit, in accordance with this Agreement, your Content and your Applications for the duration of the Services Period plus any additional post-termination period during which DealCloser provides you with access to retrieve an export file of your Content and your Applications.

The Services may contain or require the use of Separately Licensed Third-Party Technology. You are responsible for complying with the Separate Terms specified by the owner or licensor of the Separately Licensed Third-Party Technology and it is your responsibility to review and comply with such Separate Terms. By using Separately Licensed Third Party Technology in connection with your Services, you are deemed to have accepted the applicable Separate Terms even if DealCloser accepts such terms on your behalf (which you authorize DealCloser to do so if required in order for DealCloser to perform Services for you), and DealCloser will not be liable, and you hereby release DealCloser from any Claims you may suffer or incur in connection with your use of Separately Licensed Third Party Technology, including any loss of your Content as result of your breach (i) of licenses for any Separately Licensed Third Party Technology, (ii) this Agreement, or (iii) your Order.

DealCloser may provide certain notices to you in readme or notice files in connection with Separately Licensed Third-Party Technology.

As part of certain Services, DealCloser may provide you with access to Third Party Services. The third-party owner, author or provider of such Third-Party Services retains all ownership and intellectual property rights in and to that content, and your rights to use such Third-Party Services are subject to, and governed by, the terms applicable to such content as specified by such third-party owner, author or provider.

You acknowledge that DealCloser may allow or require providers of third-party programs, services and equipment to access the DealCloser Services Environment and your Services Environment, including your Content and your Applications, as required for support, maintenance, or monitoring and you agree that DealCloser will not be responsible for any use, disclosure, modification or deletion of your Content or your Applications resulting, directly or indirectly, from such access. DealCloser will ensure providers are authorized by the third-party program, services and equipment vendors before access is provided.

5. OWNERSHIP AND RESTRICTIONS

You retain all ownership and intellectual property rights in and to your Content and your Applications. DealCloser or its licensors retain all ownership and intellectual property rights to the Services, including any Ancillary Programs, and derivative works thereof, and to anything developed or delivered by or on behalf of DealCloser under this Agreement.

You may not, and may not cause or permit others to: (a) remove or modify any program markings or any notice of DealCloser’s or its licensors’ proprietary rights; (b) make the programs or materials resulting from the Services (excluding your Content and your Applications) available in any manner to any third party for use in the third party’s business operations; (c) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Services (the foregoing prohibitions include review of data structures or similar materials produced by programs), or access or use the Services in order to build or support, and/or assist any third party in building or supporting, products or services competitive to DealCloser; (d) perform or disclose any benchmark or performance tests of the Services; (e) perform or disclose any of the following security testing of the DealCloser Services Environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and (f) license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the Services, any Ancillary Programs, DealCloser Services Environments or DealCloser materials to any third party, other than as expressly permitted under the terms of this Agreement and/or your Order.

If you provide DealCloser with any suggestions, comments or other feedback relating to any aspect of the Website, the App and/or the Services (the “Feedback“), DealCloser may use such Feedback in the Website, the App, 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 reimbursement of any kind in respect of the Feedback.

6. USE OF THE SERVICES

You acknowledge and agree that you are responsible for all activities that occur under your and your Users’ accounts or as a result of your or your Users’ access to the Services. Without limiting the generality of the preceding sentence, you agree: (i) to make every reasonable effort to prevent any unauthorized person from accessing the Services, (ii) to notify DealCloser immediately of any unauthorized use of or access to the Services, (iii) to ensure User passwords and multi-factor authentication comply with current NIST (National Institute of Standards and Technology) or CIS Benchmark security frameworks, (iv) that you are responsible for identifying and authenticating all Users, for approving access by such Users to the Services and for maintaining the confidentiality of usernames, passwords and account information, (v) to cause the timely and proper termination of User records (including usernames, passwords and account information) in your Services Environment and, if applicable, the DealCloser Services Environment.

You agree not to use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, including your Content, your Applications and Third Party Services, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, "junk mail", "spam" or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations, including any laws that impose an obligation on you to report any privacy breaches to the appropriate governmental authorities (each a "Privacy Breach"). If, during the performance of Services, DealCloser discovers a Privacy Breach has occurred in your Services Environment, it is your sole responsibility to report any such Privacy Breach within the required time to the appropriate governmental authorities.

You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of your Content and your Applications. YOU AGREE TO BE LIABLE TO, DEFEND AND INDEMNIFY DEALCLOSER AND HOLD IT HARMLESS AGAINST ANY AND ALL CLAIMS THAT DEALCLOSER MAY SUFFER OR INCUR ARISING OUT OF A VIOLATION OF YOUR OBLIGATIONS UNDER THIS SECTION.

DealCloser is not responsible for performance, stability, or security issues encountered with the Services that result from any of the following, as determined by DealCloser, acting reasonably: (i) your failure to keep all hardware and software current; (ii) your failure to comply with licenses for Third Party Services ("Non-Compliance"); (iii) your failure to implement and enforce reasonable technology policies, including with respect to industry security standards; (iv) you or your Users or other employees causing malware or malicious 3^rd parties to be introduced into your Network; or (v) configuring your Network in a manner that makes it susceptible to cyber-attacks or viruses.

If this Agreement is terminated as a result of Non-Compliance (such as, for example, not having the requisite number of licenses based on the number of Users of Third Party Services), you authorize DealCloser to report such Non-Compliance to the vendor, developer, or owner of the applicable Third Party Services and you release DealCloser from any Claims that you may suffer or incur as a result of such reporting.

You acknowledge and agree that any of your Applications, your Equipment and/or any components of your Equipment (e.g. processors) which are new, unique, or not widely used (each an "Uncommon Asset"), may not be compatible with DealCloser Equipment and/or DealCloser Services Environment and, as such, DealCloser will either not be able to provide all or any of the Services in respect of any Uncommon Asset, or you may be required to pay an additional fee in order for DealCloser to provide you with Services in respect of any such Uncommon Asset.

7. FEES, TAXES, FEE AMENDMENTS, ARREARS

Unless otherwise approved by DealCloser, all fees payable to DealCloser will be invoiced, due, and automatically billed for the entire Service Period (a) on the first day of the first Service Period, and (b) forty five (45) days before any subsequent Service Period in the event of Auto Renewal. Once placed, your Order is non-cancelable, and the sums paid are non-refundable, except as provided in this Agreement or your Order. You will pay any sales, value-added or other similar taxes imposed by applicable law that DealCloser must pay based on the Services you ordered, except for DealCloser's income taxes. Fees for Services are exclusive of taxes. All invoices not disputed by you within 30 days of receipt are conclusively presumed to be accepted by you.

The fees payable by you for a Service Period are based on either (i) the authorized Users for such Service Period, (ii) a per-project basis, or (iii) a flat fee for unlimited usage, as set out in your Order. In the event that fees are payable based on the authorized Users for such Service Period, you may add authorized Users to your account during any Service Period at any time, and doing so will result in an increase to the fee payable for such Service Period which will be invoiced, due, and automatically billed immediately. For greater certainty, any decrease to the authorized Users during any Service Period will not result in the refund of any fees for such Service Period. Notwithstanding the foregoing, if fees are payable based on the authorized Users for a Service Period, if you add more Users to your account than as set out in your Order, DealCloser may, in our sole discretion, revoke your access to the Services until such time as you remove excess Users from your account such that the number of licenses paid for matches the number of Users on your account. DealCloser maintains the right, but not the obligation, to remove Users from your account on your behalf to ensure that the number of licenses paid for matches the number of Users on your account, and you AGREE THAT DEALCLOSER WILL NOT BE LIABLE, AND YOU RELEASE DEALCLOSER, FROM ANY CLAIMS THAT YOU MAY SUFFER OR INCUR AS A RESULT OF REMOVING ANY USERS FROM YOUR ACCOUNT PURSUANT TO THE FOREGOING.

DealCloser reserves the right to change rates for any and all Services for any subsequent Service Period in the event of Auto Renewal. The rates charged to you for Services for the current Service Period may increase for the subsequent Service Period, at the sole option of DealCloser, by up to 5% when the Services Auto Renew. In the event that fees are payable based on the authorized Users for such Service Period, the rates charged to you for a Service Period subject to an Auto Renewal will be based on the number of authorized Users of your account at the time of invoicing.

You acknowledge that, failure to pay fees when due is a breach of this Agreement, and you agree to pay DealCloser late-payment charges of 1.5% per month (being 18% per annum) on all overdue amounts. You also agree to pay DealCloser $30.00 for all returned checks.

8. TERMINATION, END OF SERVICES

Either you or DealCloser may cancel Services upon giving the amount of prior written notice, before the end of the applicable Service Period. If Services are cancelled by you before the end of the applicable Service Period, you will not be entitled to any fees paid by you for such Service Period.

Upon the end of the provision of the Services (whether as a result of expiration of the applicable Service Period or otherwise), you no longer have rights to access or use the Services, including the associated DealCloser Services Environment and DealCloser personnel, and, except as may be required by law, DealCloser will permanently delete or otherwise render inaccessible any of your Content that remains in the DealCloser Services Environment upon the end of the provision of the Services to you. You agree that it is your responsibility to download copies of any Content you require before it is permanently deleted and you: (i) acknowledge that, after termination of Services, all documentation, passwords, backups, virtual machines, device information, documents, logs and all other information will be permanently deleted, and (ii) AGREE THAT DEALCLOSER WILL NOT BE LIABLE, AND YOU RELEASE DEALCLOSER, FROM ANY CLAIMS THAT YOU MAY SUFFER OR INCUR AS A RESULT OF YOUR FAILURE TO DOWNLOAD YOUR CONTENT PRIOR TO THE TERMINATION DATE OF THE SERVICES. You acknowledge and agree that you are solely responsible for data retention, including all measures to ensure data retention, upon expiration of the Service Period and/or termination of the Services.

DealCloser may temporarily suspend your account and access to or use of the DealCloser Services Environment, Third Party Services and Separately Licensed Third-Party Technology if you or your Users violate any provision within this Agreement, or, if in DealCloser’s reasonable judgment, the Services or any component thereof are about to suffer a significant threat to security or functionality.

DealCloser will provide notice to you of any suspension of your access to Services and the nature of the circumstances giving rise to the suspension, as determined by DealCloser in its sole discretion. DealCloser will use reasonable efforts to re-establish your access to Services and re-establish affected Services promptly after DealCloser determines, in its discretion, that the situation giving rise to the suspension has been cured. DealCloser may terminate the Services if any of the causes of suspension are not cured within 10 days after DealCloser’s initial notice.

If you are in breach of any provision of this Agreement or your Order, DealCloser may, in its discretion, terminate this Agreement and/or the Order under which the breach occurred, upon 24 hours’ notice.

You will be considered to be in breach of this Agreement if any of your assets are taken in execution or by attachment by any of your creditors, or you make any assignment for the benefit of your creditors, or your take the benefit of any legislation that may be in force for bankrupt or insolvent debtors, or you commit any other act of insolvency. You acknowledge and agree that if you are in default of your obligations under this Agreement, you may not use or have access to Services.

DealCloser makes no guarantee related to retaining any data stored in connection with Services following the expiration of the Service Period or termination of this Agreement.

9. AVAILABILITY AND UPDATES

The Website, the App, and/or any Services may be unavailable from time to time for maintenance or due to 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.

10. DATA PROTECTION

In performing the Services, DealCloser will comply with the Privacy Notice (which is available at www.dealcloser.com/privacy-policy and incorporated herein by reference). The Privacy Notice is subject to change at DealCloser’s discretion; however, such changes will not result in a material reduction in the level of protection provided for any personal data provided as part of your Content during the Services Period of your Services.

DealCloser may use artificial intelligence (“AI”) technologies, including large language models (LLMs), to analyze Your Content and/or deliver Services. The use of such technologies will be subject to the terms outlined herein.

DealCloser will not use any personal information or sensitive information, to train, retrain, or otherwise improve the underlying AI or LLM models. Any of Your Content used for analysis will remain confidential and will not be incorporated into the AI model’s training datasets.

11. DISCLAIMERS AND EXCLUSIVE REMEDIES

WITH RESPECT TO ALL SERVICES, DEALCLOSER DOES NOT GUARANTEE THE UPTIME OR SECURITY OF ANY NETWORK OR SYSTEM. DEALCLOSER DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT DEALCLOSER WILL CORRECT ALL SERVICES ERRORS, (B) THE SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER PRODUCTS, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY DEALCLOSER, AND (C) THE SERVICES WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT DEALCLOSER DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. DEALCLOSER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. DEALCLOSER IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT, YOUR APPLICATIONS OR THIRD-PARTY SERVICES. DEALCLOSER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD-PARTY SERVICES OR SERVICES OR FUNCTIONALITY OF PRODUCTS AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY SERVICES OR SERVICES FUNCTIONALITY OF PRODUCTS.

FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY, AND DEALCLOSER’S ENTIRE LIABILITY SHALL, BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF DEALCLOSER CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND DEALCLOSER WILL REFUND FEES FOR THE TERMINATED SERVICES AS FOLLOWS: FEES THAT YOU PAID TO DEALCLOSER FOR THE 30 DAY PERIOD IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF TERMINATION.

TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, PRODUCTS, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

12. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), DATA, OR DATA USE. DEALCLOSER’S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO TOTAL AMOUNT ACTUALLY PAID TO DEALCLOSER FOR THE SERVICES (EXCLUDING ANY ARREARS PAYMENT, INTEREST PAYMENTS AND/OR NON-REOCCURRING CHARGES) UNDER THE ORDER GIVING RISE TO THE LIABILITY IN THE MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY YOU FROM DEALCLOSER UNDER SUCH ORDER.

THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT.

13. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS DEALCLOSER, ITS AFFILIATES, UNDERLYING CARRIERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS FROM AND AGAINST ANY AND ALL CLAIMS RESULTING FROM THE USE OF THE SERVICES OR FROM ANY BREACH OF THIS AGREEMENT BY YOU, EXCEPT AND TO THE EXTENT OF ANY GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF DEALCLOSER.

THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT.

Because you are agreeing to the provisions of this Agreement, including Sections 11, 12, and 13, DealCloser strongly recommends that you obtain and maintain network/cyber security and privacy liability insurance which covers liability for financial loss, imposed by law or assumed under contract for the failure or breach of your Network security, failure to safeguard against breach caused by hacking or viruses, unauthorized release of and/or failure to protect private personal or corporation information, theft of hardware on which data is stored, and costs to restore and/or recreate lost data.

14. THIRD PARTY WEBSITES, CONTENT, PRODUCTS AND SERVICES

The Services may enable you to link to, transmit your Content to, or otherwise access, other websites, content, products, services, and information of third parties. DealCloser does not control and is not responsible for such websites or any such content, products, services, and information accessible from or provided through the Services, and you bear all risks associated with access to and use of such websites and third-party content, products, services, and information.

Any Third-Party Services made accessible by DealCloser in or through the DealCloser Services Environment or your Services Environment is provided on an "as-is" and "as available" basis without any warranty of any kind. Third Party Services may be indecent, offensive, inaccurate, infringing or otherwise objectionable or unlawful, and you acknowledge that DealCloser is not responsible for and under no obligation to control, monitor or correct Third Party Services; however, DealCloser reserves the right to take remedial action if any such content violates this Agreement, including the removal of, or disablement of access to, such content.  You covenant to DealCloser that you will comply with all licensing and other requirements and obligations imposed on you by any person with respect to Third Party Services.

You acknowledge that: (i) the nature, type, quality, and availability of Third-Party Services may change at any time during the Services Period, and (ii) features of the Services that inter-operate with Third Party Services depend on the continuing availability of such third parties’ respective application programming interfaces (APIs) for use with the Services. DealCloser may update, change, or modify the Services under this Agreement as a result of a change in, or unavailability of, such Third-Party Services, Third Party Services or APIs. If any third-party ceases to make its Third-Party Services or APIs available on reasonable terms for the Services, as determined by DealCloser in its sole discretion, DealCloser may cease providing access to the affected Third-Party Services or Third-Party Services without any liability to you. Any changes to Third Party Services or APIs, including their availability or unavailability, during the applicable Service Period does not affect your obligations under this Agreement or the applicable Order, and you will not be entitled to any refund, credit, or other compensation due to any such changes.

15. SERVICES TOOLS AND ANCILLARY PROGRAMS

As part of the Services, DealCloser may provide you with online access to certain Ancillary Programs for use with the Services. If DealCloser does not specify separate terms for such Ancillary Programs, then, subject to you meeting your payment obligations for Services and your compliance with this Agreement, you have the non-exclusive, non-assignable, royalty free, worldwide limited right to use such Ancillary Programs solely to facilitate your access to, operation of, and/or use of the DealCloser Services Environment, subject to the terms of this Agreement.

Your right to use such Ancillary Programs will terminate upon the date that Services associated with the Ancillary Programs ends.

16. SERVICE ANALYSES

DealCloser may (i) compile statistical and other information related to the performance, operation, and use of the Services, and (ii) use data from the DealCloser Services Environment and/or your Services Environment in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses (i) and (ii) are collectively referred to as "Service Analyses"). DealCloser may make Service Analyses publicly available; however, Service Analyses will not incorporate your Content or confidential information in a form that could serve to identify you or any individual, and Service Analyses do not constitute personal data. DealCloser retains all intellectual property rights in Service Analyses.

17. EXPORT

Export laws and regulations of Canada and any other relevant local export laws and regulations apply to the Services. You agree that such export laws govern your use of the Services (including technical data) and any Services deliverables provided under this Agreement, and you agree to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws, including nuclear, chemical, or biological weapons proliferation, or development of missile technology.

You acknowledge that the Services are designed with capabilities for you and your Users to access the Services Environment without regard to geographic location and to transfer or otherwise move your Content and your Applications between the Services Environment and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts, as well as export control and geographic transfer of your Content and your Applications.

18. FORCE MAJEURE

Notwithstanding any provision of this Agreement, DealCloser shall not be responsible for failure or delay of performance if caused by any event outside the reasonable control of DealCloser, including: any act of war, hostility, or sabotage; any act of God; any epidemic or pandemic; electrical, internet, or telecommunication outage that is not caused by DealCloser; government restrictions (including the denial or cancellation of any export, import or other license).

19. GOVERNING LAW AND JURISDICTION

This Agreement is governed by the substantive and procedural laws of the province of Alberta and the laws of Canada applicable therein and you and DealCloser agree to submit to the exclusive jurisdiction of, and venue in, the courts in Edmonton, Alberta in any dispute arising out of or relating to this Agreement.

20. NOTICE

Any notice required under this Agreement, the Service Agreement, or the Service Level Agreement shall be provided to the other party in writing. If you have a dispute with DealCloser or if you become subject to insolvency or other similar legal proceedings, you will promptly send written notice to:

DealCloser Inc.

#204 10359 104 St NW

Edmonton, AB T5J 1B9
Attention: CEO

To request a termination of Services in accordance with this Agreement, you must submit a service request to DealCloser by sending an email to support@dealcloser.com.

DealCloser may give notices with respect to Services or this Agreement (including notices relating to any update to this Agreement, the Privacy Notice, and/or Services Specifications) by means of a general notice posted on the DealCloser website for the Services, and notices specific to you (including notices with respect to the Service Agreement or the Service Level Agreement) by electronic mail to your e-mail address on record in DealCloser’s account information or by written communication sent by registered mail or courier to your address on record in DealCloser’s account information. Any notice posted on the DealCloser website for the Services, or sent to you via electronic mail, shall be deemed to have been received by you on the day it is posted or sent, as the case may be.

21. ASSIGNMENT

You may not assign this Agreement or give or transfer the Services (including the DealCloser programs) or an interest in them to another individual or entity without the express written consent of DealCloser, which consent may be withheld at the sole discretion of DealCloser. DealCloser may assign its rights and obligations under this Agreement to another individual or entity without your consent.

22. RELATIONSHIP

DealCloser is an independent contractor, and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance. You shall defend, be liable to and indemnify DealCloser against liability arising under any applicable laws, ordinances or regulations related to your termination or modification of the employment of any of your employees in connection with any Services. You understand that DealCloser’s business partners and other third parties, including any third-party firms retained by you to provide consulting or implementation services or applications that interact with the Services, are independent of DealCloser and are not DealCloser’s agents. DealCloser is not liable for, bound by, or responsible for any problems with the Services arising due to any acts of any such business partner or third party.

23. GENERAL

You are responsible for informing DealCloser in writing and on a timely basis of any changes to the individuals listed as primary contacts on DealCloser’s internal profile for you.

If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.

You shall obtain at your sole expense any rights and consents from third parties necessary for your Content, your Applications, and Third-Party Services, as well as other vendors’ products provided by you that you use with the Services, including such rights and consents as necessary for DealCloser to perform the Services under this Agreement; provided that, Third Party Services may be purchased by DealCloser and used by you.

You remain solely responsible for your regulatory compliance in connection with your use of the Services.

You acknowledge that (i) DealCloser will save your data in accordance with industry standards, and (ii) your data will be saved and/or stored on servers located in any of the following regions of your choice: Canada, the United States, the United Kingdom or the European Union. Data in transit may also route through foreign countries, depending on source, destination and peering. Upon request, DealCloser can reach out to your applicable vendor(s) to confirm where your data will be stored.

DealCloser may audit your use of the Services (e.g., through use of software tools) to assess whether your use of the Services is in accordance with your Order and the terms of this Agreement. You agree to cooperate with DealCloser’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to remedy and default in respect of the Services (such as, for example, insufficient licenses) and to pay, when due, any fees applicable to your use of the Services in excess of your rights. If you do not pay, DealCloser can end your Services and/or your Order. You agree that DealCloser shall not be responsible for any of your costs incurred in cooperating with the audit.

Notwithstanding any rule to the contrary, no provision of this Agreement shall be interpreted or construed against any party solely because such party or its legal counsel drafted it.

Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, and others which by their nature are intended to survive such termination.

24. ENTIRE AGREEMENT

You agree that this Agreement (including, for certainty, your Order and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy in this Agreement including the Privacy Notice)), the Service Agreement, and the Service Level Agreement, is the complete agreement between you and DealCloser for the Services and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services.

If You have any questions about these Terms of Service or if You wish to make any complaint or claim with respect to the Website, the App or the Service, please contact us at hello@dealcloser.com.