Terms of Use

The following “Terms of Service” govern your use of the Closed Loop website made available by Closed Loop Marketing, Inc. (“Closed Loop”).

1. Acceptance of Terms. By using the Closed Loop website (the “Site”), you are agreeing to be bound by these Terms of Service for use of the Closed Loop service offered at the Site (the “Service”), including any subsequent changes or modifications. If you do not agree to these Terms of Service or our Privacy Policy, you are not authorized to access the Site.
2. Use of and Access to the Service.
   
   1. You are authorized to use the Service only for your personal or internal business use with a subscription to the Service, which may include use in connection with services you directly provide to your end-user customers. You may not re-brand, obscure or otherwise modify or attempt to modify the identification of the Service as Closed Loop.
   2. You are only permitted to access and use the Service if you are an individual subscriber or you are an individual designated as an authorized representative of an organization with a subscription to the Service. Users of the Service are required to provide their full legal name, a valid email address, and any other information reasonably requested by Closed Loop. Users will use their unique e-mail address and password to access and use the Service, which may not be shared with other users for the purpose of accessing the Services.
   3. All access to and use of the Site via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is prohibited. The Service may permit you to link to other websites or resources on the Internet. Other websites or resources are not allowed to link to the Service or the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under Closed Loop’s control, and you acknowledge that Closed Loop is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. You further acknowledge and agree that Closed Loop shall not be liable for any damage related to the access or use of any content, goods, or services available through any third-party website or resource.
   4. Notwithstanding section 2(c), an authorized user may access and use the Service using the Google API and other ad platform API that may become available and supported by Closed Loop as part of the Service from time to time (collectively, “APIs”), subject to the following conditions:
      
      1. any use of the Service using an API is governed by these Terms of Service;
      2. Closed Loop shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Closed Loop has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service directly or via an API; and
      3. Closed Loop reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.
   5. Closed Loop may offer trial or free subscriptions to the Service. Closed Loop reserves the right at any time to modify or discontinue, temporarily or permanently, such subscriptions, with or without notice.
3. Materials, Software, & IP. You recognize and agree that (i) all written and graphical content provided by or through the Service, including, without limitation, text, charts, graphs, tables, photographs, illustrations, and designs, whether provided by Closed Loop, another customer of the Service, or any other third party, are the property of Closed Loop or its licensors and are protected by copyright, trademark, and other intellectual property laws; and (ii) you do not acquire any right, title, or interest in or to such content except the limited and temporary right to use them as necessary for your use of the Service.
   Closed Loop retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant you any intellectual property rights in or to the Service or any of its components.
4. Your Warranties. In using the Service and accessing the Site, you agree and warrant to Closed Loop that:
   
   1. you have accurately identified yourself to Closed Loop and will maintain the accuracy of such identification and you are a corporation or other business entity authorized to do business pursuant to applicable law or an individual 18 years or older.
   2. you will not use the Service in violation of applicable law or any third-party rights (including third-party terms of service) or in a manner that infringes on the intellectual property rights of others. In accordance with the Digital Millennium Copyright Act, Closed Loop has adopted a policy of, in appropriate circumstances, terminating access to the Service to infringers of the intellectual property rights of others.
   3. you have all necessary rights to access or link to any websites to which you direct the Service or Site to access or link.
   4. you will not use the Service in a way that, to be determined in our sole discretion, damages, disables, overburdens, impairs, or gains unauthorized access to the Service, including our servers, computer network, or user accounts.
   5. you will not use the Service to transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs, cancelbots.
   6. you will not transmit through or post on the Service unlawful, harassing, libelous, abusive, harassing, fraudulent, tortious, defamatory, threatening, harmful, abusive, libelous, invasive of another’s privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or material which is harmful to minors in any way.
   7. you will not use the Service in connection with sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise.
   8. you will not attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service through password mining or any other means;
   9. you will not use the Service in a way that removes, modifies, disables, blocks, obscures or otherwise impairs any advertising in connection with the Service.
   10. you will not copy, display, distribute, download, license, modify, publish, re-post, reproduce, reuse, sell, transmit, use to create a derivative work, attempt to decompile or reverse engineer any software comprising the Services or on the Site, or otherwise use the content of the Service for public purposes or outside of the rights granted in this Terms of Service.
   11. you will not restrict or inhibit any other user from enjoying and using the Service.
5. Closed Loop Warranty Disclaimer.
   
   1. The Service and access to the Site is provided “as is” and “as available” and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. Closed Loop, and its directors, employees, agents, suppliers, partners, and content providers do not warrant that: (i) the Service will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any content or software available at or through the Service is free of viruses or other harmful components; or (iv) the results of using the Service will meet your requirements. Your use of the Service is solely at your own risk. Some states or countries do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.
   2. Closed Loop makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Closed Loop will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Closed Loop’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service. Closed Loop will cooperate, to the extent required by both the General Data Protection Regulation (GDPR) and The California Consumer Privacy Act of 2018 (CCPA), in the investigation of security risks and/or breaches.
6. Indemnification. You shall defend, indemnify, and hold harmless Closed Loop, its affiliates, and each of its and its affiliates’ employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees and other legal costs, that arise from or relate to: your use or misuse of, or access to, the Service and the Site; violation of the Terms of Service; or any infringement by you or any third party using your account of any intellectual property or other right of any person or entity. Closed Loop reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Closed Loop in asserting any available defenses.
7. Limitation of Liability. IN NO EVENT: (a) WILL CLOSED LOOP’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO CLOSED LOOP FOR THE SERVICES DURING THE MOST RECENT THREE (3) MONTHS; AND (b) WILL CLOSED LOOP BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 7 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF CLOSED LOOP IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. The provisions of this Section 7, are limited by subsection 1798.150 of the CCPA, Article 83 of the GDPR, and any amendments of the foregoing statutory and regulatory provisions.
8. Termination. Closed Loop may terminate your access to the Service, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your Account, you may do so by following the instructions on the Site. Any fees paid to Closed Loop are non-refundable. All provisions of the Terms of Service that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
9. Integration and Severability. These Terms of Service and other referenced material are the entire agreement between you and Closed Loop with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Closed Loop with respect to the Service and govern the future relationship. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
10. Miscellaneous.
    
    1. Assignment. The Terms of Service are personal to you, and are not assignable, transferable, or sublicensable by you except with Closed Loop’s prior written consent. Closed Loop may assign, transfer, or delegate any of its rights and obligations hereunder without consent.
    2. Relationship. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Service and neither party has any authority of any kind to bind the other in any respect.
    3. Amendment. Closed Loop, at its sole discretion, reserves the right to change, modify, amend or otherwise alter these Terms of Service at any time. The most current version of the Terms of Service can be reviewed by clicking the “Terms of Service” hypertext link located on the Site and shall control.
    4. Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of California, without reference to such State’s principles of conflicts of law, and additionally, with respect to customers residing in the EU, the GDPR. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Sacramento, California.