CLOZEit is a cloud-based application software that works with Google Docs document to replace your highlighted or underlined words with a blank space intended for educational purposes.
The Service requires a User Account (a Google account, in this case, Google being a Data Source Provider) that will be used to access the Service configuration console and the Data Source which will contain the data displayed by the Service. You understand and acknowledge that You are solely responsible for obtaining the Internet access and all equipment necessary to use the Service, for appropriately configuring Your User Account and for creating and managing the Data Source and its content. All fees associated with the foregoing shall be paid by You.
To these Terms: CLOZEit reserves the right to update and change the Terms of Service upon notice from time to time. You will be provided notice of any such modification by electronic mail or by the publishing of such on the website (http://clozeit.syedkhairi.com/terms.html). You may terminate your use of the Service immediately on notice to CLOZEit if the Terms are modified in a manner that substantially affects your rights in connection with your use of the Service. Your continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at : (http://clozeit.syedkhairi.com/terms.html).
To the Service: CLOZEit may make changes to the Service from time to time that are (1) necessary to the continued orderly function of the Service including, without limitation, implementing bug-fixes, patches, or software updates, or (2) reasonably required in order to comply with applicable law or regulation.
CLOZEit will notify you of any material changes or modifications. Any updates, upgrades, additions or new features to the Service, including the release of new tools and resources, shall be subject to these Terms and may require you to agree to additional terms and conditions.
Access to Service: Access to the Service is only available to the Customer and the end users (“Users”) to whom Customer grants access. Upon installation of the Service, Customer will configure the applicable Data Source(s) which contain the data to be displayed by the Service, as required to make the data visible to the intended audience for the CLOZEit view(s). Customer is solely responsible for updating the sharing permissions of the relevant Customer’s Data Source (for example, hosted on Google Drive, Microsoft OneDrive, Teams or Sharepoint) and revoking such permissions when Customer ceases use of the Service.
License to Customer: Subject to Customer’s compliance with these Terms and the Google Cloud Platform Acceptable Use Policy (available at https://cloud.google.com/terms/aup), including, without limitation, CLOZEit hereby grants Customer a world-wide, revocable, non-transferable non-exclusive, non-sublicensable license to access and use, execute, perform and display the Service, solely for Customer’s own internal use.
You understand and agree that CLOZEit does not have the ability to grant or revoke any sharing permissions to Customer's Data Source or other content and materials stored in Customer’s User Account. Therefore, You are solely responsible for granting access to such Data Source and revoking such access when You cease use of the Service. CLOZEit shall not be responsible and shall have no liability for any damages that result from Your failure to grant or revoke such access.
During the Term, Customer will at all times use commercially reasonable efforts to: (i) prevent unauthorized access to or use of the Service, and notify Vendor as soon as possible of any such unauthorized access to or use of the Service, and (ii) be fully responsible for its’ Users compliance with the terms of this Agreement. Customer agrees to indemnify CLOZEit for all claims and losses related to any such acts and/or omissions, except to the extent such acts and/or omissions are within the ordinary intended use of the Service for which CLOZEit has granted Customer the foregoing license.
Restrictions on Use of CLOZEit: In addition to all other terms and conditions contained herein, Customer shall not and shall not permit its’ Users to:
CLOZEit reserves the right to suspend or terminate your access to Service upon ninety (90) days notice without cause, or upon thirty (30) days notice with cause, for any action that CLOZEit determines is inappropriate or disruptive to the Service or to any other user of this Service. Additionally, if CLOZEit suspends or terminates your access for inappropriate use or disruptions to the Service or any other user of the Service, the Data Source Provider (for example, Google or Microsoft) may also suspend your User Account if: (a) your use of Data Source Provider services is in violation of Data Source Provider’s applicable policy (for example, Google Acceptable Use Policy), which could disrupt: (i) Data Source Provider services; (ii) other users’ use of Data Source Provider services; or (iii) the Data Source Provider network or servers used to provide Data Source Provider services; or (b) there is unauthorized third party access to Data Source Provider services.
CLOZEit may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required, CLOZEit will cooperate with law enforcement agencies in any investigation of alleged illegal activity associated with the Service or on the Internet.
Unauthorized use of any trademarked, copyrighted or patented materials contained in the Service may violate certain laws and regulations.
You agree to indemnify and hold CLOZEit and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) CLOZEit or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of this Service or the use of this Service by any person using your User Account (including without limitation, Your Content (as defined below)) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.
CLOZEit reserves the right to suspend or terminate Customer’s access to the Service if CLOZEit reasonably determines that:
CLOZEit will provide written notice of any Service Suspension to Customer and provide updates regarding resumption of Customer’s access to the Service following any Service Suspension.
Customer hereby acknowledges and agrees that, subject to the limited rights granted hereunder, CLOZEit (or its licensors) own all legal right, title and interest in and to the Service, including, without limitation, any Intellectual Property Rights or other proprietary rights which exist in the Service (“Our Technology”). For purposes of these Terms, “Intellectual Property Rights” means, on a worldwide basis, any and all now known or hereafter known (a) rights associated with works of authorship including copyrights and moral rights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patent rights and other industrial property rights, (e) intellectual and industrial property rights of every other kind and nature and however designated, whether arising by operation of law or otherwise, and (f) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter existing, made, or in force (including any rights in any of the foregoing).
Furthermore, any comments, ideas and/or reports about the Service that you provide to us, whether in written or electronic form (“Feedback”), shall be considered our proprietary and confidential information, and you hereby irrevocably transfer and assign to us all intellectual property rights embodied in or arising in connection with such Feedback, and any other rights or claims that you may have with respect to any such Feedback.
As between You and CLOZEit, you retain all right, title and interest in any and all data, files, attachments, text, images, personally identifiable information, and other content that You and Your Users upload or submit to the Service (collectively, "Your Content"). You may not upload, post or otherwise make available through the Service any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all of Your Content. You represent and warrant that you have all rights, permissions and consents necessary (a) to make Your Content available on or through the Service, and (b) to grant CLOZEit the limited rights to use Your Content set forth in these Terms. CLOZEit represents and warrants that it has all rights, permissions and consents necessary (a) to provide the Service to You and (b) to grant You the limited rights to use the Service set forth in these Terms.
You agree that CLOZEit may use Your Content to provide the Service and its features, including by making it available for viewing, download and modification by other Users with access rights to Your Content. You hereby grant CLOZEit a non-exclusive, perpetual, royalty-free, worldwide license (including the right to sublicense through multiple tiers) to access, use, reproduce, distribute, store, transmit, publicly display, and publicly perform Your Content as required for the purpose of providing the Service to you.
You hereby consent that, if You choose to become a paying customer of the Service, CLOZEit may identify You as an CLOZEit customer (using Your name and logo) and generally describe the products or services it provides to You in its promotional materials, presentations, and proposals to other current and prospective customers.
If you are using CLOZEit with Data Sources that have not been shared publicly, users will be asked to grant access to the Data Source to our app before we can display the data. This follows the security rules required by Data Source Providers. Note that the data from your Data Source never passes through our servers.
CLOZEit does not have the authorization to edit the access rights of the Data Source. The creator of the view and the Data Source is the only person who can set the data access rights, by sharing the Data Source with the right people.
Access rights to the user's Data Source are required to allow actions performed by the end user, and in no case are the textual contents of users’ Data Source transmitted to any third party services outside of the user’s direct control or knowledge.
THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CLOZEit MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (II) THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED (INCLUDING, WITHOUT LIMITATION, INTERRUPTIONS THAT OCCUR IN THE CONTEXT OF REGULARLY SCHEDULED MAINTENANCE); (III) ANY INFORMATION OR ADVICE OBTAINED BY YOU IN CONNECTION WITH THE SERVICE WILL BE ACCURATE OR COMPLETE; OR (IV) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO CUSTOMER.
IN NO EVENT SHALL CLOZEit BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION), ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF CLOZEit HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH CLOZEit RELATED TO ANY OF THE SERVICE SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL CLOZEit’ ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO CUSTOMER.
These Terms, their interpretation, performance or any breach thereof, will be construed in accordance with, and all questions with respect thereto will be determined by, the laws of the United Kingdom. Both parties hereby irrevocably submit any disputes under these Terms to the jurisdiction of the courts located in the United Kingdom.