Terms and conditions of use of the services www.theclosingclub.com (definition below for the sake of brevity the "TUS") define the general conditions of the contract that is stipulated in Italy between TCC SRL, (hereinafter "TCC"), VAT 04602240279, with registered office in Via Baseggio, 9 (VE) ITALY, in person of the Legal pro tempore and the Customer (jointly the "Parties"), identified with the data by filling in the appropriate form registry, which through its Legal Representative or in any case of an authorized attorney to stipulate this TUS in the name and on behalf of the subject, adheres to this TUS (hereinafter, the "Customer")
- TCC is a Startup specialized in IT and software development;
- TCC has developed and designed an online digital platform accessible via the Internet in "Software As A Service" mode (Platform www.theclosingclub.com) which allows the user to access a database (the Database) composed by professionals and in general by people working in the world of corporate finance, and receive prior information about direct contacts;
- The Platform www.theclosingclub.com is a tool reserved for users who undertake to use it exclusively in relation to their professional activity and in any case for needs connected to it;
- In consideration of the premises mentioned above, the Parties agree and stipulate the following TUS for the non-exclusive use of the Platform www.theclosingclub.com;
- The Customer declares to possess the requisites of reliability, organization and capacity necessary to guarantee the execution of the activities considered for the use of the service and to have the means and equipment suitable to carry out independently the activities considered in the agreement.
All this premised the use of the Platform www.theclosingclub.com is regulated by the present TUS that the Customer is bound to respect by accepting to use this service:
- The premises of the TUS, in particular the Conditions of Use constitute an integral and substantial part of the TUS itself.
Section 1. Definitions
In relation to this TUS, the meanings to be attributed to recurring terms and expressions are indicated below:
Activation date: the date communicated by the TCC to the Customer upon activation of the service or subscription to the service following remote online ordering (E-commerce), via an Internet connection;
TUS: indicates the present integrated document from the Conditions of use and the Disclaimer that can be consulted at the links shown above;
Intellectual Property: The term "Intellectual Property" identifies any intellectual property right regulated, from time to time, by patent laws, the protection of semiconductor chips, copyright, trade secrets, trademarks and any other registered and unregistered intellectual property rights, as well as any applications, renewals, extensions, reintroductions and restorations, currently in force or enforceable in the future, worldwide.
Database: these are the databases that TCC has legitimately licensed for themselves and for third parties, and the public databases to which TCC has legitimate access as well as those that it has independently elaborated as data controller and owner.
Services: these are the services provided by TCC through the website www.theclosingclub.com. and any other instrument prepared by TCC itself or by its partners.
Coins www.theclosingclub.com: the coins are a virtual currency that can be used to purchase features at www.theclosingclub.com. The coins allow you to view the direct contact cards of professionals related to a specific deal at the cost of 10 coins per single contact.
2.1 - Object of the Service and License to use the Platform.
2.2 - Customer access to the platform.
2.3 - Processing of personal data.
The TCC undertakes to provide the Customer with all the information and collaboration necessary for the latter to fulfill the obligations of EU Regulation no. 679/2016 (GDPR). In particular, TCC guarantees that the personal data being processed will be kept and checked, also in relation to the knowledge acquired on the basis of technical progress, the nature of the data and the specific characteristics of the treatment, so as to minimize, through the adoption of suitable and preventive security measures, the risks of destruction or loss, even accidental, of the data itself, of unauthorized access or treatment not allowed or not in accordance with the purposes of the collection. The processing of data is done by manual, computerized and telematic tools with logic strictly related to the purposes themselves and, in any case, in such a way as to guarantee the security and confidentiality of the data, in addition to compliance with the specific obligations established by the law. The data are processed in compliance with the principle of lawfulness, correctness, relevance and non-excess, in accordance with the provisions on personal data protection.
TCC if it is found to carry out data processing (whether personal data or data referring to legal entities, bodies, associations or mere general or statistical information contained in documents or processed in databases) of which it is the Client will proceed to the treatment following the instructions given by the Customer who, even through periodic checks previously agreed with the appointed manager, will be able to monitor the timely observance of the provisions of law and contract. In this sense, TCC will provide its officers with all the instructions and procedures in writing required for compliance with the law and the TUS.
TCC is in no way responsible for the data contained in the pdf uploaded to the portal by users.
The designation of the person responsible for the TCC has a duration equal to the duration of the present TUS and will be considered revoked when the TUS is dissolved, for whatever reason this occurs.
Upon termination of the contractual relationship, the customer's personal data and copies thereof will be permanently deleted from the information system of TCC (including any paper archives), subject to legal obligations, as provided for in the subsequent art. 2.7 of this TUS.
2.4 - Consent of the recipients of the messages.
The Customer expressly declares to be aware that, to use the data extracted independently from the Platform www.theclosingclub.com in order to send messages in automated mode, it is necessary to have the consent of the recipients to receive the same messages, except in cases expressly provided for by law where consent is not necessary. The consent collection concerns both the recipients of the messages by e-mail and the recipients of SMS messages. The consent must necessarily present the requirements established by the current legislation and therefore be preventive, expressed, free, informed and referred to specific treatments, this constitutes an essential obligation for the Customer. In case of non-compliance, even for a single time, of this essential obligation, the TCC reserves the right to terminate the TUS pursuant to art. 8.7 of the same and no registration or fee will be returned, as well as any remaining coins. It is understood that for a correct use of the data present on the platform www.theclosingclub.com the user is obliged to refer to the additional operational information available at any time at the following link: https://www.theclosingclub.com.io/faq . The Customer is obliged to verify any updating of such operational information that may be changed without prior notice from the TCC according to the organizational requirements and any regulatory changes that may occur.
2.5 - How to delete Customer data.
After 10 (ten) days from the expiry date or the dissolution of the TUS for any reason, TCC will have the right to delete the data stored on behalf of the Customer on the Platform www.theclosingclub.com, including any residual coins as per Article 7.1. These data will be available for consultation and freely downloadable by the Customer within the deadline indicated above using the normal functionality of the Www.theclosingclub.com platform. In case of suspension of access to the Platform for administrative irregularities (see Article 4.2), the Customer will be able to access only after having removed the cause that caused the blockage. Without prejudice to this faculty of cancellation, longer storage times may also be dictated by needs other than those indicated in this TUS, in particular in the event of investigations by the Judicial Police or bodies responsible for possible checks.
2.6 - Customer assistance.
In a purely accessory and instrumental to the use of the Platform www.theclosingclub.com, TCC undertakes to provide the Customer with technical assistance for reports related to the correct functioning of the Platform www.theclosingclub.com in compliance with the provisions of section 5 Guarantee of the minimum level of functionality.
Section 3. Entitlements and Trademarks; Third party licensees
3.1 - Ownership of the Platform www.theclosingclub.com.
TCC SRLhas the exclusive license of the platform and all the rights and interests relating to www.theclosingclub.com, including the developments deriving from it. Use of the trademark and logo is licensed to TCC. In the case of non-renewal of the license, all rights and obligations arising from this TUS are considered resolved, TCC SRL will therefore be freed from any obligation burden or obligation towards users, who will pass from the revocation of the license to the owner or management company that will take over.
Unauthorized copying and use and disclosure in violation of intellectual property rights is prohibited.
In particular, the Customer declares to be aware that the data obtained from this service are contained in a protected database pursuant to and for the purposes of copyright law. It is therefore forbidden, inter alia, to reproduce and transfer, in whole or in part, by any means of the aforesaid data.
In any case, the operations of extraction and re-utilization of all or a substantial part of the same database are prohibited, as well as the extraction or reuse of non-substantial parts of its contents if such activities are repeated and systematic.
It is therefore forbidden to practice any automatic data collection (so-called scraper) and it is not allowed to make screenshots of the platform or to make automatic calls using the account assigned to the Customer.
It is understood that all the information that the customer will insert into the platform by integrating, modifying and updating their company cards may be published by TCC, after verification of adequacy with respect to their quality standards and verification of the correctness of the data. Therefore TCC SRL due to the insertion of the data by the customer in the platform, acquires the full intellectual property of the information that will decide to publish and has the right to use without the customer can plead exclusive rights of use on the data themselves.
Section 4. Economic terms and duration of the contract.
With regard to economic terms and contractual duration, except as may be provided for by specific sales conditions, which may be applied by individual distributors www.theclosingclub.com, the provisions set forth in this Section 4 apply.
4.1 - Start, duration and cancellation of the license to use the Platform.
The Service is licensed for the period of one year starting from the moment of activation which coincides with the date of acceptance of the TUS. The contract is automatically renewed for a further year and so from year to year in the absence of termination that the Parties may exercise until the expiration date by sending an email to firstname.lastname@example.org. In case of cancellation within the deadline the fee for the renewal of the service will not be due.
4.2 - Fee, billing and payments.
For the provision and use of the Platform www.theclosingclub.com, as well as for the provision and performance of the ancillary and instrumental services provided for in this TUS and for the use of any further options offered by the Platform www. theclosingclub.com, the Customer undertakes to pay a fee in the time and manner indicated in the "Online" order. The provisions of art. 7.1 and 7.2 that follow. Payment can be made by credit card or PayPal, subject to collection. In the event that the Customer fails to pay the fee as agreed above, TCC SRL may, at its sole discretion and at any time, disable the use of the Platform, upon notice to the Customer. After 10 (ten) calendar days without the Customer having made the balance of the agreed amount, the impression will be authorized to block the Client's access to the Platform and / or declare the termination of the contract right pursuant to art. . 8.7 of this TUS and subsequently to delete all the data present, without prejudice to the right of TCC to demand in any case the payment of the entire fee under the TUS. The payment of all sums due to TCC SRL under this TUS can not be delayed or suspended for any reason, even in the presence of pending disputes, being understood - also by way of derogation from art. 1460 of the Civil Code - that the Customer can assert its rights only through a separate procedure and only after full compliance with its obligation to pay the fee. In the case of payment by credit card, the recurring payment method will be activated, which envisages, at the renewal date, the automatic pre-authorized charge of the amount corresponding to the use of the Platform www.theclosingclub.com and the options already activated for a period of the same duration, unless canceled by the customer to exercise with communication expressed in compliance with the procedures and timelines referred to in point 4.1. If the automatic renewal of the TUS the pre-authorized charge is not successful for any reason (as an example and not exhaustive: expired credit card or the necessary funds) this will cause the immediate blocking of the sending functions and the simultaneous notification failure to pay the Customer's Administrative Contacts selected for receiving administrative information. After further 10 (ten) calendar days without the Client having made the payment, the impression may block access to the Platform and / or declare the termination of the contract right pursuant to art. 7.7 of the TUS and proceed to the subsequent cancellation of the Customer's data, without prejudice to the right of TCC SRL to the collection and / or to the final detention of the fees for the entire contractual period. The Parties agree that in the event of delay in payment of the aforesaid fee, default interest will be due pursuant to Legislative Decree no. 231 of 9 October 2002 and subsequent amendments. The fee for the Service www.theclosingclub.com, the related options, the accessory services and assistance may be subject to annual variation from the following renewal. In the event of an increase, TCC will inform the Customer, with advance notice of at least 60 (sixty) days before the chosen expiration date, by e-mail to the Customer's e-mail address used when registering for the service. The new tariffs will be applied from the date of renewal of the TUS and will be maintained unaltered for at least the next contractual period. If the Customer does not intend to accept the new tariffs, he must, pursuant to article 4.1, exercise the cancellation in the terms and modalities envisaged; failure to cancel in the terms set out in this TUS, to be understood as forfeiture, will be considered as unconditional acceptance by the Customer of the new tariffs, which will therefore be legitimately applied from the date of renewal.
Section 5. Guarantee of the minimum level of functionality
5.1 - Availability of the Platform www.theclosingclub.com.
With this TUS TCC is obliged to make available the Platform www.theclosingclub.com with an up-time availability rate of 99%, for 24 hours per day and 365 days a year. The Parties acknowledge that in any case the unavailability of the Platform www.theclosingclub.com can not be attributed to TCC SRL due to facts and circumstances attributable to subjects whose TCC SRL can not be answered, to the Customer or to subjects whose Behavior the Customer is obliged to respond, such as, by way of example and not exhaustively, the availability of a suitable Internet network at the Customer or at TCC SRL, hardware problems, software, networks within the Customer's organizational structure or third party suppliers. It is understood that for its part TCC will take every care based on its availability to ensure the correct use of the Service and ensure the smooth operation of all the functions provided by the Service. In the event that it is necessary to carry out maintenance operations, ordinary and / or extraordinary, in order to ensure the correct access to the service TCC reserves the right to proceed, prior communication to the Customer (ordinary electronic mail), to suspension Temporary services by committing to reactivate you as soon as possible depending on the nature of the maintenance intervention that will be necessary.
5.2 - Customer assistance.
On an instrumental and accessory basis to ensure the correct use and full functionality of the Platform www.theclosingclub.com, TCC undertakes to provide technical assistance for reports on problems related to the proper functioning of the Platform www.theclosingclub.com.
5.3 - List of contacts authorized to request assistance.
Technical assistance by e-mail via Email, referred to in paragraph 5.2 above, will be provided by TCC exclusively through the contacts (Email addresses) previously entered by the Customer in the appropriate section of the Platform www.theclosingclub.com. It will be the exclusive responsibility of the Customer to keep this data constantly updated. TCC will not in any case be held responsible for technical assistance provided as a result of failure / delayed updating or incorrect or negligent completion by the Customer of the aforementioned Contacts.
Section 6. Prohibitions, Obligations, declarations, warranties, liabilities and limitations borne by the Customer.
6.1 - Prohibitions and obligations of the Customer. The customer is obliged to enter into the platform only concrete and real deal data or which he has sent direct. The customer is also required to respond to any requests for information from other members of the club. Otherwise, TCC at its sole discretion can cancel the customer from the platform www.theclosingclub.com notifying the reasons via email to the customer.
6.2. - Guarantee of correctness of customer information. The Customer declares and guarantees:
(i) that all information provided by the Customer to TCC is complete, correct and updated, including the data entered in the appropriate section, available on the Platform www.theclosingclub.com;
(ii) to be entitled to insert and disclose such data, and to authorize TCC to exercise all the rights necessary for the complete execution of this TUS. Nothing in this article is to limit or exclude the liability of any of the Parties for willful misconduct or gross negligence, without prejudice to the exceptions provided for in this TUS.
6.3 - Liability for customer failures. The Client undertakes to keep TCC indemnified and indemnified in full from all damages, losses, liabilities, costs, charges and expenses, including any legal fees, that may be incurred or sustained by TCC or of which the same were subject to payment request, and that would not have been so suffered or incurred or required if (i) the Customer had fulfilled the obligations assumed with the signing of this TUS and (ii) the representations and guarantees given by the Customer with the signing of the present TUS were true, correct, complete and not misleading. The Client also undertakes to keep the indemnity fully protected and free from all damages, losses, liabilities, costs, charges and expenses, including any legal expenses that may be incurred or sustained by TCC or of which the same was the subject of a request for payment, in any case connected to the sending of information contained in the Customer's messages, even in the event of compensation for damages claimed by third parties for any reason whatsoever excluded.
6.4 - Responsibility for using the platform.
The Customer acknowledges and acknowledges that the use of the Platform www.theclosingclub.com will take place, in compliance with this TUS, in full autonomy and that, consequently, the Customer will be exclusively and directly responsible. The Customer undertakes to communicate and let its employees and collaborators, and to all those who will have access to the Platform www.theclosingclub.com under the existing relationship with the Customer, commit to comply with the obligations arising from this TUS, ensuring in any case that they are aware of it and undertaking to do everything possible so that these obligations are promptly observed. TCC and its employees and / or collaborators do not assume any responsibility in relation to the use of the Platform www.theclosingclub.com by the Customer and for this purpose the Customer irrevocably obliges himself, expressly dispensing the third beneficiaries from the burden of declaring wanting to profit, to keep TCC and its employees and collaborators totally harmless or prejudicial, both on a contractual and non-contractual basis, deriving directly or indirectly from the methods of use of the Platform www.theclosingclub.com and of execution of this TUS by the Customer. These provisions remain valid and effective even after the termination of the effects of this TUS, for any reason intervened, including expiry of the terms, termination or withdrawal of the same.
6.5 - Failures due to external events.
TCC will not be held responsible in any way for the malfunctioning of the Platform www.theclosingclub.com or the impossibility or difficulty of performing the ancillary services deriving from the responsibilities of the telephone, electrical, and global and national network operators, by way of example. , but not exhaustive, as a result of failures, overloads, interruptions, etc.
6.6 - Causes of force majeure.
TCC can not be held responsible in any way for the inexecution of this TUS that derive from causes beyond its sphere of reasonable control or from force majeure or fortuitous events, such as, by way of example, non-exhaustive, popular riots , acts of terrorism and war, strikes, riots, tornadoes, hurricanes, floods, fires, landslides and landslides.
6.7 - Interruptions for exceptional events.
TCC is committed to maintaining the efficiency and functionality of the Platform www.theclosingclub.com; if it is forced to interrupt its use for exceptional events or maintenance, it will contain as soon as possible such interruptions or suspensions, providing timely updates to the customer. TCC will define the appropriate access procedures and reserves the right to improve them at any time.
6.8 - Requirements for third parties.
TCC will not be responsible for any behavior or omissions of third parties that affect the operation of the Platform www.theclosingclub.com, including, by way of example and not exhaustively, speeding down or failure of the telephone lines and computers that manage the electronic traffic between the Customer and the Platform www.theclosingclub.com.
6.9 - Third-party services.
In the event that the Customer uses the platform www.theclosingclub.com made available by third parties, including network operators, the following forecasts will apply: TCC allows access to these functionalities, provided that they are subject to to terms, conditions and limitations imposed by the relative suppliers and that in any case TCC will not be responsible for the failure or incorrect operation of the same. In case the third parties change, suspend or stop the provision of these features, TCC may consequently change, suspend or terminate access to these services without notification. Furthermore, TCC will be authorized to suspend the use of the Platform www.theclosingclub.com which is directly dependent on services offered by such third parties. In any case, the faculty for TCC remains, where necessary, to use different suppliers in order to guarantee the functionality of the Platform www.theclosingclub.com. In this regard, the Customer authorizes TCC to provide these third parties with all necessary information.
6.10 - Limitation of liability.
Except in cases of willful misconduct or gross negligence, the eventual responsibility of TCC due to non-fulfillment under this TUS can in no case exceed the amount equal to 20% of the amount paid by the Customer to TCC during the period between the date of the last renewal / expiry of the platform use license, or between the Activation Date if no subsequent renewal / expiry has occurred, and the date on which, under the contract, it was verified for the first time the damage, comparing the periodic fee referred to above proportionally to the aforementioned period, up to a maximum of 12 months.
7.1 - Limits on the use of data.
The use of data accessed by the customer through the Service is allowed only for internal use. Therefore, it is not permitted to make data available to third parties, except for express prior written authorization from TCC. In accordance with the prohibitions set forth in section 6 above, in no case is it permitted to the Customer or its partners, to resell and / or to grant free use or in general to make data obtained through the www.theclosingclub.com service accessible.
7.2. - Data generated by use of the Service.
As established between the Parties, TCC holds all rights to the use of statistical information, data and related analyzes in aggregate form, resulting from the use of the Platform www.theclosingclub.com by its Customers. These data in aggregate form do not include personal data and the Customer expressly authorizes TCC to use the same in order to improve the functionality of the Platform www.theclosingclub.com or in order to provide statistical information that can be published in aggregate form.
7.3 - Advertising.
The Customer authorizes the use of TCC of his name and logo in presentations, marketing materials, customer lists, financial reports. Except as provided for in the previous articles 3.1 and 3.2 of this TUS, the use by the Customer of the logo, of the commercial name and of any other distinctive sign relating to the Platform www.theclosingclub.com must be previously requested by the Customer in written and authorized form, always in written form , from TCC.
7.4 - Free Trial.
www.theclosingclub.com can offer free trial periods of the www.theclosingclub.com Platform to new customers.
7.5 - Processing of Customer data.
As far as necessary, provided that according to current personal data legislation is any information relating exclusively to an individual, the Customer acknowledges that TCC will process the data under the current legislation only and exclusively for the performance of services to implement this TUS.
7.6 - Validity of amendments and / or additions.
7.7 - Express termination clause.
This TUS will be automatically terminated pursuant to Article 1456 of the Italian Civil Code, with a simple written communication to be sent also by e-mail and / or PEC, in cases of non-fulfillment of the essential obligations contained in articles 2.4 - Consent of recipients messages, 4.2 - Fee, billing and payments. In any case, the right of TCC to demand payment of the fee for the entire agreed period and / or to keep it in full even if not fully used remains in any case. Furthermore, the actions or omissions of the Customer that determine the failure to comply with the prohibitions and obligations set forth in this TUS, such as failure to comply with the limitations on the use of data accessible through the Service, are the cause of express resolution. It is also considered as a serious breach of the contract which gives rise to the immediate termination of the contract by the Customer or by subjects appointed by BOT / scraper or the creation by the Customer of apparent situations that cause confusion between the activities of TCC and of the Customer as well as the re-publication of the data acquired through the Service unless expressly authorized.
7.8 - Validity of the contractual clauses.
The provisions of this TUS are fully in force and accepted by the Customer even in the case of non-burdensome and / or temporary use of the features provided for any purpose by TCC.
7.9 - Tax charges.
Any tax burden deriving from the execution of the TUS, including any taxes for advertising activities, is charged to the Customer.
7.10 - Applicable law and jurisdiction.
This TUS is regulated and interpreted according to the Italian law, and the Parties expressly agree that for any dispute regarding the validity, effectiveness, interpretation and execution of this TUS will be submitted to the exclusive jurisdiction of the Court of Venezia in compliance with current legislation.
7.11 - Final clauses.
This TUS, repeals and replaces any agreement, understanding, negotiation, written or oral, possibly intervened previously between the Parties and concerning the object referred to in this TUS. The fact that one of the Parties does not promptly assert the rights granted to him by one or more clauses of this TUS, can never be understood as a general and tacit renunciation of the rights and duties in the established clause, nor will it prevent that party from claiming subsequently the punctual and rigorous observance of every and every contractual clause. Should one or more of the clauses referred to in this TUS be declared null or ineffective by the competent court, the remaining TUS will continue to have validity between the Parties, unless such clause constituted a decisive motive in the conclusion of this contract.