Last Updated: January 2017
The following describes the binding terms and conditions (the "TOS") upon which Closir Ltd. (hereinafter the "Company" or "Closir" or "We") offers you, the user (hereinafter "You"), access to its Internet site found at www.closir.com and to all of its related properties, apps, tools and services (collectively, the "Site").
If, at any time, you do not wish to accept any or all of the terms and conditions in the TOS, you may not use the Site. Any terms and conditions proposed by you will have no force or effect unless and until expressly agreed to in writing by an authorized representative of the Company.
You understand and agree that Closir may discontinue or change the Site at any time, without notice. You also understand and agree that Closir may discontinue or restrict your use of and access to to Site for any reason without notice.
Due to the number of sources from which the content presented on the Site is obtained, and the inherent hazards of electronic distribution, there may be delays, omissions or inaccuracies in such content and the Site.
THE CONTENT PRESENTED WITHIN, AND THE SITE ITSELF, ARE PROVIDED "AS IS", WITHOUT ANY WARRANTIES. CLOSIR, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, TIMELINESS, NONINFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT AVAILABLE THROUGH THE SITE, OR THE SITE ITSELF, AND CLOSIR HEREBY DISCLAIMS ANY SUCH EXPRESS OR IMPLIED WARRANTIES.
IN NO EVENT SHALL CLOSIR, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS, REPRESENTATIVES OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY OR TO ANYONE ELSE FOR ANY KIND OF FINANCIAL LOSS, LOST PROFITS, ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE OR ANY OTHER SIMILAR DAMAGE OR ANY OTHER LOSS OR INJURY, RESULTING DIRECTLY OR INDIRECTLY FROM USE OF THE SITE, CAUSED IN WHOLE OR PART BY ITS NEGLIGENCE OR CONTINGENCIES BEYOND ITS CONTROL IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING THE SITE AND ANY CONTENT ON THE SITE.
IN NO EVENT SHALL CLOSIR, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY OR ANY ONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT ON THE SITE OR THE SITE ITSELF.
Legal Restrictions; Investment Decisions
Without limiting the foregoing, you understand that laws regarding financial and investment instruments, contracts, disclosures and securities vary throughout the world, and it is your sole obligation to ensure that you fully comply with any law, regulation or directive, applicable to your country of residence with regards to your use of the Site. The ability to access to our Site does not necessarily mean that our services, and/or your activities via the Site, are legal under the laws, regulations or directives applicable to your country of residence, nor do we make any such representation or warranty.
This Site does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction to purchase or subscribe for securities in any third party company (a "Featured Company") that is or may have been featured on the Site at any time. Any and all investments that you may wish to carry out or that you actually consummate with any Featured Company, are: (i) completely independent of the Site, and of Closir, (ii) are neither authorized nor sanctioned by the Site and/or Closir, and (iii) based upon the investment decisions made entirely by you and/or by your financial advisors, and are independent of any content presented on the Site. You expressly acknowledge that Closir is not acting as an underwriter, placement agent, or in any other agency capacity with respect to any securities of any Featured Company and assumes no liability or responsibility in connection with the offer or purchase of any security of any Featured Company and by using the Site you are agreeing to forego any claims in any jurisdiction throughout the world against Closir or any of its affiliates based on any laws, rules or regulations whose subject matter is securities regulation or fraud in connection with the offer, purchase or sale of securities.
In addition to the foregoing, any market Information that Closir provides on the Site (the "Market Information"), and any company information that is presented by a Featured Company on the Site (the “Company Information”) is not intended as investment advice. Closir does not endorse or approve the Market Information or the Company Information, both of which are made available to you only as a service for your own convenience. Closir and its Third Party Providers do not guarantee the accuracy, timeliness, completeness or correct sequencing of the Market Information or the Company Information contained within the Site, or warrant any results from your use or reliance on the same. Both Market Information and Company Information may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither Closir nor the Third Party Providers are obligated to update any information or opinions contained in any Market Information and/or Company Information.
You agree that neither Closir nor any of its Third Party Providers will be liable in any way for the termination, interruption, delay or inaccuracy of any Market Information or Company Information. You hereby covenant that you will not "deep-link", redistribute, repackage, re-frame or facilitate the redistribution of Market Information and/or Company Information, nor will you provide access to Market Information and/or Company Information to anyone who is not authorized by Closir to receive the same.
We strongly recommend that any investment decisions made by you are done responsibly, with the guidance and direction of investment and tax professionals that know and understand your investment goals and objectives, and are based upon independent research collected outside of the Market Information and Company Information presented on the Site from time to time. Please consider carefully whether such trading is suitable for you in light of your financial condition and ability to bear financial risks. Under no circumstances shall Closir be liable for any loss or damage you or anyone else incurs as a result of any trading or investment activity that you or anyone else engages in based on any information or material you receive through the Site.
YOU ACKNOWLEDGE AND AGREE THAT THE SITE IS NOT INTENDED TO SUPPLY FINANCIAL, TAX, LEGAL OR OTHER PROFESSIONAL ADVICE. YOU SHOULD CONSULT WITH YOUR ADVISORS AND LEGAL COUNSEL REGARDING ANY SPECIFIC SITUATION. CLOSIR, ITS AFFILIATES AND THEIR RESPECTIVE DATA PROVIDERS OFFER NO ADVICE REGARDING THE PURCHASE, SALE, HOLDING, OR SUITABILITY OF ANY PARTICULAR SECURITY, TRANSACTION, INVESTMENT OR INVESTMENT STRATEGY. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SITE, AND ANY DECISIONS MADE IN RELIANCE UPON THE SITE AND/OR THE CONTENT THEEIN, ARE MADE AT YOUR OWN RISK.
Closir grants you a non-exclusive, non-transferable and limited personal license to access and use the Site (the "License"). This License is conditional on your full and continuing compliance with these Terms and Conditions. You agree not to "deep-link" to the Site, resell or permit access to the Site to others, and not to copy any materials appearing on the Site for resale or for any other purpose to others without the prior written consent of Closir. You shall be responsible and bound by any unauthorized use of the Site, made in breach of this section. You agree not to use any electronic communication feature of a service on the Site for any purpose that is unlawful, tortious, abusive, and intrusive on another's privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening or hateful. The License granted under these Terms and Conditions will terminate if Closir believes that any information provided by you, including your e-mail address, is no longer current or accurate, or if you fail to otherwise comply with any term or condition of these Terms and Conditions and all rules and guidelines for each service. Upon such violation, you agree to cease accessing services. You agree that Closir, at its sole discretion and with or without notice, may terminate your access to any or all services, and remove and discard any information or content within a service.
Links to Third Party Sites
This Site contains hyperlinks to web sites operated by persons other than Closir, including without limitation, site's operated by Featured Companies. Such hyperlinks are provided for your reference and convenience only. You agree not to hold Closir responsible for the content or operation of such web sites. A hyperlink from this Site to another website does not imply that Closir endorses the content on that web site or the operator or operations of that site. You are solely responsible for determining the extent to which you may use any content at any other web sites to which you might link from this Site.
If you wish to make purchases from an area of the Site, you may be asked to supply certain information, including credit card, debit card, or other payment mechanism information. You agree not to hold Closir liable for any loss or damage of any sort incurred as a result of any such dealings. You agree that all information you provide in connection with such purchase will be accurate, complete and current. You agree to pay all charges incurred by use of your credit card, debit card, or other payment mechanism at the prices in effect when such charges are incurred. You also will pay any applicable taxes relating to any purchases you make.
THE LIABILITY OF CLOSIR, ITS OFFICERS, DIRECTORS OR EMPLOYEES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF MONEY YOU PAY TO CLOSIR IN RELATION TO THE TRANSACTION GIVING RISE TO SUCH LIABILITY.
Use & Access to the Site
You shall be responsible for providing and maintaining the means by which you access the Site, which may include, but is not limited to, your personal computer or mobile device, connectivity hardware, and telecommunication lines. Accordingly, you shall also be responsible for all access and service fees necessary to connect to the Site and assume all charges incurred by use of such connectivity services. You further assume all risks associated with the use and storage of information on your personal computer, mobile device or on any other computer or device through which you will gain access to the Site (hereinafter referred to as "Device").
You represent and warrant that you have implemented and plan to operate and maintain appropriate protection in relation to the security and control of your Device and any information and data included therein.
You agree that Closir will not be liable in any way to you in the event of failure of or damage or destruction to your Device systems, data or records or any part thereof, or for delays, losses, errors or omissions resulting from the failure or mismanagement of any telecommunications or Device equipment or software.
You will not in any way, whether directly or indirectly, knowingly expose Closir or any of Closir's online service providers to any computer virus or other similarly harmful or inappropriate material or device
User Code of Conduct
The Site may permit you to contribute content, including by posting messages to forums, sharing files and communicating with other users. You may use the Site for lawful purposes only. You agree not to post, upload, e-mail, transmit, distribute, or otherwise make available through the Site any data, text, images, files, links, software, communications, or other material ("User Content") that:
- Closir considers in its sole discretion to violate any applicable laws, including without limitation the laws of the United States, the laws of any state or commonwealth within the United States, and the laws of any other jurisdiction that may apply;
- restricts or inhibits any other user from using and enjoying the Site
- is unlawful, threatening, abusive, harassing, defamatory, obscene, offensive, harmful, obnoxious, pornographic, profane, or indecent, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation;
- contains viruses, worms, Trojan horses, harmful code, or any other element or component that has a capacity or potential to interrupt, destroy, interfere with, permit the unauthorized use of, or limit the functionality of any computer software or hardware, any telecommunications equipment, or any communications network;
- violates or infringes the rights of others, including without limitation rights under copyright, trademark, or patent law; rights of privacy or publicity; rights under defamation law; or rights under securities or other applicable law; or
- contains any other harmful or illegal component.
You further agree that you will not: alter, damage or delete any material appearing on the Site; disrupt the normal flow of communication on the Website, such as through “spam” email or by other means; impersonate or claim a relationship with or speak for any business, organization, or person for which you are not authorized to claim such a relationship; sell or promote any product or service, promote, solicit, or partake in any multi-level marketing or pyramid scheme, or post or transmit any unsolicited, advertising, or promotional materials, including solicitations for credit card numbers or sponsors; or violate any operating rule, policy or guideline of your Internet access provider or online service.
You acknowledge and agree that these prohibitions do not, and shall not be construed to, create any rights in you or any third parties. We reserve the right (but do not have any obligation) to prohibit or restrict conduct on the Site and to edit, block, or remove any content, in whole or in part, which in our sole discretion we believe violates our User Code of Conduct, or is otherwise objectionable.
CLOSIR reserves the right to suspend the operation of this Site or any part or sections of it at any time and no claims may be asserted against the Company in connection thereto.
You agree that Closir will not be liable in any way to you or to any other person in the event of force majeure (including, but not limited to, the act of any government or legal authority) or for the failure of or damage or destruction to your computer systems, data or records or any part thereof, or for delays, losses, errors or omissions resulting from the failure or mismanagement of any telecommunications or computer equipment or software.
You understand that while the Internet and the World Wide Web are generally reliable, technical problems or other conditions may delay or prevent you from accessing the Site.
Closir shall not be liable, and you agree not to hold or seek to hold Closir or any of its agents or service providers liable, for any technical problems, system failures and malfunctions, communication line failures, equipment or software failures or malfunctions, system access issues, system capacity issues, high Internet traffic demand, security breaches and unauthorized access, and other similar computer problems and defects.
Closir does not represent, warrant or guarantee that you will be able to access or use the Site at times or locations of your choosing, or that Closir will have adequate capacity for the Site as a whole or in any geographic location.
Closir does not represent, warrant or guarantee that the Site will provide uninterrupted and error-free service. Closir does not make any warranties or guarantees with respect to the Site and its content, including but not limited to, warranties for merchantability or fitness for a particular purpose.
Without limiting the foregoing Closir will not be responsible for an impossibility to execute orders and requirements due to failures in the operation of informational systems caused by technical faults, which are beyond its control.
Trademarks and Copyrights
All rights, titles and interests in and to the contents of the Site, as well as Closir’s trademarks, services marks, trade names, and logos (which include, without limitation, www.closir.com) are owned exclusively by Closir, or its affiliates, or other licensors (e.g., the Featured Companies) and are protected by copyright and trademark laws, and international treaties.
You agree not to delete any copyright notices or other indications of protected intellectual property rights from materials that you print or download from the Site. You will not obtain any intellectual property rights or any right or license to use such materials or the Site, other than as expressly set out in this TOS.
Images displayed on the Site are either the property of Closir or its licensors. You agree not to upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights and the prior written consent of Closir.
Nothing contained on the Site may be construed as granting, by implication, estoppels, or otherwise, any license or right to use any trademark without the written permission of Closir or any third party that may own the trademarks. Your use of trademarks, or any other content of the Site, except as provided herein, is strictly prohibited.
Complaints over Perceived Copyright Infringement
Closir respects intellectual property rights. If you believe that materials posted on our Site infringe your rights under copyright law in specific materials (collectively, a “Work”), we request that you follow the procedure described below to notify us of your concerns or objections.
- Closir’s Designated Agent: If you believe materials posted on our Website infringe
the copyright in your Work, you must direct your concerns to our agent, designated
under the Digital Millennium Copyright Act (17 U.S.C. §512) to respond to such
concerns (our "Designated Agent"):
Attention: Copyright Agent
- Content of Notice: Your notice to our Designated Agent should contain the following
- A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property;
- Identification of the copyrighted work that you believe has been infringed;
- Identification of the material on our Website which you believe is infringing, with sufficient specificity to permit us to locate the material without undue searching;
- Information reasonably sufficient to permit us to contact you, including an address, telephone number and, if available, an e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; AND
- A statement by you, made under penalty of perjury, that the information on the notification is accurate and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You agree to fully indemnify, defend and hold harmless Closir, its affiliates and our/their respective officers, directors and employees immediately upon demand from and against all claims, demands, liabilities, damages, losses, costs and expenses, including legal fees and other charges whatsoever, howsoever caused, that may arise as a result of: (i) any breach of this TOS by you, or (ii) violations by you of any law or the rights of any third party. Without prejudice to any other rights in this TOS, if you breach in whole or in part any provision contained herein, Closir or any of its corporate affiliates which provides services to you reserves the right to take such action as it sees fit, including (but not limited to) terminating any agreement in place with you, terminating or blocking the services offered to you via the Site and/or taking legal action against you.
Governing Law and Court Jurisdiction
This TOS shall be governed by the laws of England & Wales, without regard to conflicts of law principles thereof. This is the case regardless of whether you reside or transact business with Closir anywhere else in the world. If any part of these Terms and Conditions are held unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the courts of London, England to settle any dispute, which may arise in relation thereto.