Last Updated: December 31, 2020
Clover provides a service that allows Clover Account holders (as defined below) to register unique personal profiles and communicate with other members based on location. These Terms govern and apply to your access and use of Clover’s services available via applications owned, controlled, or offered by Clover (the “Clover Software“) and Clover’s website www.clover.co (the “Clover Site“). To make these Terms easier to read, the Clover Software, our services and the Clover Site are collectively called the “Clover Services“. Users who access, download, use, purchase, pay to use and/or subscribe to the Clover Services (collectively or individually “You” or “User” or “Users“) must do so under these Terms. Your use of the Clover Services is contingent on your acceptance of these Terms and all the terms and policies incorporated herein.
BY ACCESSING, DOWNLOADING, USING, PURCHASING, PAYING TO USE AND/OR SUBSCRIBING TO THE CLOVER SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY, THESE TERMS, AS THEY MAY BE AMENDED FROM TIME TO TIME. IF YOU DO NOT AGREE WITH THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT USE THE CLOVER SERVICES.
Please also note that if you subscribe to the Clover Services, your subscription will automatically renew if you do not cancel prior to the end of the subscription term. See Section 16(b) below for additional information on the automatic renewal of subscriptions.
The Clover Services are only available to individuals eighteen (18) years of age or older. By accessing or using the Clover Services, you represent and warrant that you are currently eighteen (18) years old or over and that you are capable of lawfully entering into and performing all the obligations set forth in these Terms. You also represent and warrant that you have never been convicted of an indictable offense, felony, or any criminal offense involving sexual misconduct or otherwise. You further confirm that you (i) have not previously been suspended, removed, deactivated, terminated or blocked from the Clover Services; and (ii) are not a competitor of Clover and are not using the Clover Services for reasons that are in competition with Clover or other than for its intended purpose.
3. Use Of The Clover Services
You agree that you will only use the Clover Services, including the posting of any content through the Clover Services, in a manner consistent with these Terms and compliant with any and all applicable local, provincial, federal and international laws and regulations.
- Content and Conduct. You agree that you will abide by our User Content and Conduct Policy while using or accessing the Clover Services.
- Registration. You will need to register and create only one (1) unique Clover account for your use of the Clover Services (your “Clover Account“). To register a Clover Account, you may either (a) register by using a valid email address, password, and your phone number (we may ask you to validate your Clover Account via SMS), and provide certain information about yourself as prompted by the registration form; (b) register by using your Facebook login credentials, meaning that you are authorizing us to access certain information from your Facebook account based on the Facebook permissions you give to us at time of registration. By allowing us to access your Facebook account information, you expressly acknowledge and agree that we may obtain and share your name, age, profile photos and other Facebook information with other Clover Users. You may edit the information we obtained from Facebook under your Clover Account profile settings. You may revoke permissions for us to access your Facebook information through your Facebook account settings; (c) register by using a valid email address and your Snapchat login credentials, meaning that you are authorizing us to access certain information from your Snapchat account based on the Snapchat permissions you give to us at time of registration. By allowing us to access your Snapchat account information, you expressly acknowledge and agree that we may obtain and share your Snapchat name and other Snapchat information with other Clover Users. You may edit the information we obtained from Snapchat under your Clover Account profile settings. You may revoke permissions for us to access your Snapchat information through your Snapchat account settings; (d) register by using your Apple ID credentials, meaning that you are authorizing us to access your email address from your Apple ID account based on the Apple ID permissions you give to us at time of registration. By allowing us to access your Apple ID email address, you expressly acknowledge and agree that we may obtain your Apple ID email address and use it to contact you regarding your Clover Account. You will not include any telephone numbers, street addresses, URLs, multimedia, artworks downloaded from external sources, email addresses or any other contact information in your profile or in any other publicly viewable User Content (as defined in Section 4) or other communications made in connection with your use of the Clover Services. You understand and agree that anyone may be able to view any information you choose to make publicly available through the Clover Services.
- Clover Account Security. You understand that you are fully responsible for maintaining the confidentiality of your Clover Account and you are responsible for all activities that occur under your Clover Account, including the purchase of any of our Paid Clover Services (as described in Section 16). You are solely responsible for selecting an appropriate username and for any and all disclosures you make of your username to others, including any selection or disclosure that makes you personally identifiable. You are responsible for maintaining the confidentiality of your Clover Account login credentials and are fully responsible for all activities that occur under your Clover Account. In the event that you forgot your email login password and wish to retrieve it, you will be directed to a password recovery section where you will be asked for the email address associated with your Clover Account. In the event that you forgot which Third Party login you used to register your Clover account (e.g. Facebook, Snapchat, or Apple) you may email us at firstname.lastname@example.org. You agree (a) to immediately notify Clover if you suspect any unauthorized use of your Clover Account or any other breach of security, and (b) to use particular caution when accessing your Clover Account from a public or shared computer and/or mobile device so that others are not able to view or record your personal information. For instance, never give out your password, and remember to lock your mobile device when it is not in use. Please email us at email@example.com with the subject line: Clover Account Security Breach if you believe your Clover Account has been accessed by an unauthorized person. You acknowledge that Clover is not, and will not, be liable or responsible for any losses or damages arising from the theft or misappropriation of your Clover Account. You further acknowledge and agree that Clover is not responsible for, and has no control over, any security breaches experienced on any third party Social Networking Site (as defined below).
- Exclusive Use. You will only use the Clover Services for your sole, personal use and not in connection with any commercial activities. You will not authorize others to use the Clover Services, gain access your Clover Account or otherwise attempt to transfer your right to use the Clover Services to any other person or entity. Clover reserves the right to (a) disable, block, suspend or deactivate any User’s use of or access to the Clover Services, including the location information or profiles of other Users, or (b) terminate any User’s Clover Account, for any reason whatsoever and without notice.
- Data Usage Charges. The use of the Clover Services on your mobile device may require use of your data service. Depending on the plan that you have with your cellular carrier, you could incur data charges. You should check with your cellular carrier and determine how you will be charged for data usage. Clover is not responsible for your data usage and will not be responsible for data charges that you may incur while using the Clover Services. You are responsible for any Internet connection, data or other fees assessed by your cellular carrier to access the Clover Services via your wireless device, including any data plan charges, toll, out-of-area, roaming, or other wireless device connection charges.
- Interactions with Other Users. You assume all risk when using the Clover Services, including but not limited to all risks associated with any online or offline interactions with others, including dating. While Clover may signal that Users who purchase Subscriptions (as defined in Section 16) have valid iTunes or Google Play accounts by placing a “verified” checkmark on their Clover Account, you should understand that Clover does not verify any other information about that User. You acknowledge that Clover does not routinely screen its Users, inquire into the background of its Users, attempt to verify information provided by its Users (except as provided above), or conduct criminal screenings of its Users so please proceed with caution. Clover does not make any representations, warranties or guarantees as to the conduct of its Users, information provided by Users, or their compatibility with you. You alone are responsible for your involvement with other Users. You agree that Clover will not be responsible for any losses or damages incurred as the result of any such interactions with other Users. Clover reserves the right, but has no obligation, to monitor disagreements between you and other Users. Please take all necessary precautions when meeting other Users, especially if you decide to meet in person. We have created Safety Tips that you may find helpful and we suggest that you review these before you start using the Clover Services. You agree to treat all other Users with dignity and respect and comply with these Terms.
- Reporting Violations. If you wish to report any violation of these Terms by others, including Users, you may do so by using the report button (“Report“) located in the Clover Services. You may click on the Report button located on a User’s profile in order to flag Users that are in violation. While we will make reasonable efforts to review Clover Accounts or User Content that is flagged in a timely manner, we are under no obligation to remove the flagged Clover Account or User Content and in no way represent that we will remove or otherwise address flagged Clover Accounts or User Content.
- Enforcement. You understand and agree that if Clover believes in its sole discretion that you have violated these Terms, misused the Clover Services or behaved in a way that could be regarded as inappropriate, unlawful, illegal or unsafe, Clover may, among other things, investigate, take legal action against you and/or terminate your Clover Account and cancel your subscription and/or membership without notice to you.
4. User Content
- Definition; Responsibility for User Content. You are solely responsible for the content and information that you provide, publish, transmit, display or otherwise communicate to Clover through the Clover Services or to other Users (collectively referred to as “post“), including without limitation, messages, data, text, photos, video, music, graphics, links or other materials posted through text, messages, photos and profile information (your submissions and posts as well as those of other Users, collectively, are “User Content“). Clover does not control, take responsibility for or assume liability for any User Content posted by you, other Users or any third party, or for any loss or damage thereto, nor is Clover liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity that you encounter.
- Accuracy of Information. You will not post any inaccurate, misleading, incomplete or false information or User Content to the Clover Services or to any other User through the Clover Services. You agree that all images posted to your Clover Account are of you. You may be required to supply certain information and post a photo of yourself to use the Clover Services.
- No Duty to Review User Content. Although you understand and acknowledge that Clover has no duty to pre-screen, review, control, monitor or edit the User Content posted by Users and is not liable for User Content that is provided by others, you agree that Clover may, at its sole discretion, review, edit, refuse to accept or delete User Content at any time and for any reason or no reason without notice. You are solely responsible for creating backup copies and replacing any User Content that you post or store on the Clover Services at your sole cost and expense. This includes Clover’s right to modify or crop any photos you post to comply with Clover’s policies, practices and procedures.
5. License of User Content to Clover
Clover claims no ownership or control over your User Content, except as otherwise specifically provided herein, on the Clover Services or in a separate agreement. By submitting or posting User Content, you automatically grant, and you represent and warrant that you have the right to grant, to Clover, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide right and license to use, copy, publicly perform, publicly display, reproduce, adapt, modify and distribute such User Content furnished by you and to prepare derivative works of, or incorporate into other works, such information and User Content, and to grant and authorize sublicenses of the foregoing in any medium. You represent and warrant that the User Content and the public posting and use of your User Content by Clover will not infringe or violate any third-party rights, including without limitation, any intellectual property rights or rights of privacy or publicity, or cause any harm to any third party or violate these Terms. You further represent and warrant that you have the written consent of each and every identifiable natural person in your User Content (including but not limited to any content you submit to Clover to feature) to use such person’s name or likeness in the manner contemplated by the Clover Services and these Terms, and each such person has released you from any liability that may arise in relation to such use. By posting User Content, you hereby release Clover, directors, officers, shareholders, employees, contractors and agents from any claims that such use, as authorized above, violates any of your rights and you understand that you will not be entitled to any additional compensation for any use by Clover of your User Content. You also grant Clover the right to choose Clover Accounts to feature on the Clover Services for enhanced visibility at no extra cost, in the sole discretion of Clover.
6. Use of Proprietary Information of Others
You will not post, copy, transfer, create any derivative works from, distribute, reproduce or show in any manner any copyrighted or trade-marked or other proprietary information or materials, including any User Content posted by other Users, without the prior consent of the owner of such proprietary rights. You acknowledge that information or materials available through the Clover Services may have copyright protection whether or not it is identified as being copyrighted.
We may provide notices to you in any of the following ways. First, we may email you at the email address that you provided when you created your Clover Account. Second, we may present the notice on the Clover Services. When we post notices on the Clover Services, we post them in the area of the Clover Services suitable to the notice. It is your responsibility to periodically review the Clover Services for notices.
8. Social Networking Sites
When you have enabled the use of our Clover Services through a third-party social networking or similar site or mobile or other application (a “Social Networking Site“), such as Facebook, Google, Apple, Snapchat, Instagram, or Twitter, you permit Clover to access information about you that is made available to the Clover Services through or from that Social Networking Site based on the permissions you give through that Social Networking Site. The information obtained by Clover varies by Social Networking Site and may be affected by the privacy settings you establish at that Social Networking Site, but can include information such as your name, email address, profile pictures, networks, gender, username, user ID, age or birthday, language, location, country, interests, contacts list, friends lists or followers and other information.
If there is information about your “friends” or other persons you are associated with in your Social Networking Site account, the information that we obtain about those persons may also depend on the privacy settings such persons have activated with the applicable Social Networking Site. You acknowledge and agree that Clover is not responsible for, and has no control over, any applicable privacy settings on any Social Networking Sites (including any settings related to any messages or advertisements about Clover that the Social Networking Site may send to you or your friends). You may also unlink your Social Networking Site account from the Clover Services by adjusting your settings on the Social Networking Site.
10. Intellectual Property Rights And Limited License
Other than your User Content, the Clover Services and all materials therein, including, without limitation, software, images, text, graphics, designs, illustrations, Clover logos, patents, trade-marks, service marks, copyrights, photographs, audio, videos, music, information, data, other files and the arrangement thereof and User Content belonging to other Users (the “Proprietary Materials”), and all intellectual property rights related thereto, are the exclusive property of Clover and its licensors (including other Users who post User Content to the Clover Services). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such intellectual property rights of Clover.
You are granted a limited, non-sublicensable license to access and use the Clover Services and Proprietary Materials, subject to these Terms. You agree that you will not:
- copy, modify, publish, adapt, sublicense, translate, sell, distribute, transmit, perform, display, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Proprietary Materials or the Clover Services or cause others to do so;
- “frame” or “mirror” any part of the Clover Services or the Proprietary Materials, without our prior written authorization;
- use meta tags or code or other devices containing any reference to Clover or the Clover Services in order to direct any person to any other site for any purpose;
- resell or make any commercial use of the Clover Services or Proprietary Materials;
- use any data mining, robots, spiders or similar data gathering or extraction methods or otherwise collect any pictures, descriptions, data or other content from the Clover Services or Proprietary Materials;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Clover Services;
- use any automated methods or processes to create Clover Accounts or access the Clover Services or Proprietary Materials; or
- use the Proprietary Materials or the Clover Services other than for their intended purpose. Any use of the Clover Services or Proprietary Materials other than as expressly authorized herein, without the prior written consent of Clover, is strictly prohibited and will violate and terminate the license granted herein. Such unauthorized use may also violate applicable Canadian or international laws, including without limitation copyright and trade-mark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. Clover reserves all rights not expressly granted herein in the Clover Services and the Proprietary Materials. This license is revocable at any time.
“CLOVER“, Clover’s logos and any other trade names or slogans contained in the Clover Services are trade-marks or service marks of Clover, its partners or its licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of Clover or the applicable trade mark holder. In addition, the look and feel of the Clover Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trade mark and/or trade dress of Clover and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trade-marks, registered trade-marks, product names and company names or logos mentioned in the Clover Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trade-mark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
12. Third Party Content
Clover may provide third party content on the Clover Services and may provide links to web pages, applications, mobile apps, sites and content of third parties (collectively the “Third Party Content“) as a service to those interested in this information. Clover does not control, endorse or adopt any Third Party Content and expressly disclaims any and all representations, warranties or conditions of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that Clover is not responsible or liable in any manner for any Third Party Content and Clover undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk.
13. Links to Third Party Sites or Resources
Clover and its licensees may publicly display advertisements and other information adjacent to your User Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
15. End User Licenses
- License Grant. Subject to these Terms, Clover hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Clover Services for one (1) Clover Account for your personal, non-commercial use. Clover does not represent or warrant that the Clover Services will be compatible with your web browser and/or mobile device at any time.
- Restrictions. You may not: (i) modify, disassemble, decompile or reverse engineer the Clover Services, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Clover Services to any third party or use the Clover Services to provide time sharing or similar services to any third party; (iii) make any copies of the Clover Services; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Clover Services, features that prevent or restrict use or copying of any content accessible through the Clover Services, or features that enforce limitations on use of the Clover Services; or (v) delete the copyright and any other proprietary rights notices on the Clover Services.
- Software Updates. You acknowledge that Clover may from time to time issue upgraded versions of the Clover Services, and may automatically electronically upgrade the version of the Clover Services that you are using. You consent to such automatic upgrading, and agree that these Terms will apply to all such upgrades. You agree that Clover will not be liable to you for any such modifications.
- Rights Reserved. The foregoing license granted under these Terms is not a sale of the Clover Services or any copy thereof and Clover or its third party partners or suppliers retain all rights, title, and interest in the Clover Services (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Clover reserves all rights not expressly granted under these Terms.
- App Stores. You acknowledge and agree that the availability of the Clover Services is dependent on the third parties from whom you received the Clover Services, e.g., Google Play or the Apple app store (collectively “App Stores“). You acknowledge that these Terms are between you and Clover and not with the App Stores and that each App Store may have its own terms and conditions to which you must agree before downloading the Clover Services from it. You agree to comply with, and your license to use the Clover Services is conditioned upon your compliance with, all applicable terms and conditions of the particular App Store.
16. Paid Clover Services
Clover does not receive or process payments or credit card information directly. All payments are processed through your App Store account. Clover does not have access to your App Store account information. If you require billing support you will need to contact your App Store account’s billing support center.
- General. Clover makes available several paid Clover Services. Firstly, you may purchase virtual currency (“Clover Coins“) for use with the Clover Services for the amounts described on the Clover Software. You may also from time to time, obtain Clover Coins or other virtual items by engaging in certain actions (for example, by downloading third party apps). Clover Coins and such other virtual items are referred to collectively as “Virtual Goods“. Secondly, you may purchase subscriber-level access that unlocks premium features and enhancements of the Clover Services (a “Subscription“) for the amounts described on the Clover Software.
You may purchase Paid Clover Services through an App Store account such as Google Play or Apple iTunes (a “Third Party Account“). If you purchase any Clover Services that we offer for a fee (the “Subscription Fees“), including without limitation Virtual Goods, Clover Coins, and/or a Subscriptions to the Clover Services (collectively, the “Paid Clover Services“), you authorize Clover to collect the unique transaction IDs and receipts data. If you purchase any Paid Clover Services through the Third Party Account, the Subscription Fees for these Paid Clover Services will appear through your Third Party Account. Please note that Clover does not control Third Party Account terms and conditions so please review these carefully. You also agree to pay the Subscription Fees for the Paid Clover Services (including without limitation periodic fees as described on the Clover Software as they become due plus all related taxes). Any and all payments made to Clover for use and access to the Clover Services, including without limitation, any Subscription Fees for the Paid Clover Services, are final and all charges are non-refundable.
- AUTOMATIC RENEWAL OF SUBSCRIPTIONS. When you pay for a subscription through a Third Party Account and you do not cancel your subscription prior to the end of the subscription term, your subscription for the Clover Services will continue indefinitely until cancelled by you through the Third Party Account. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. You agree that your Clover Account will be subject to this automatic renewal feature. You acknowledge and agree that your Third Party Account will be automatically charged for such subscription fees, plus any applicable taxes, upon each such automatic renewal. You acknowledge that your subscription is subject to automatic renewals and you consent to and accept responsibility for all recurring charges through the Third Party Account based on this automatic renewal feature without further authorization from you and without further notice except as required by law.
- CANCELLATION OF SUBSCRIPTIONS. When you purchase a subscription through a Third Party Account, you will need to cancel your subscription through that Third Party Account not Clover and in accordance with that Third Party Account’s terms and conditions. Cancellations are effective the following billing period in which payment is due. If you cancel your subscription your subscription benefits will continue until the end of your then current subscription term, but your subscription will not be renewed after that term expires. You will not be entitled to a prorated refund of any portion of the subscription fees paid for the then current subscription term.
17. Free Trials And Promotions
18. Modification Of These Terms
We reserve the right, in our sole discretion, to change, modify, add, or remove portions of any of the terms and conditions contained in these Terms including any policy or guideline applicable to the Clover Services at any time. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Clover Services, and your continued use of the Clover Services after such posting will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Clover Services. The Terms will always show the “last updated” date at the top. If you do not agree to any amended Terms, you must stop using the Clover Services. If you have any questions about these Terms, please email us at the contact address below. These changes will be effective immediately for new and current Users of the Clover Services.
CLOVER PROVIDES THE CLOVER SERVICES AND THE PROPRIETARY MATERIALS AND THE CLOVER SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CLOVER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, ARISING FROM STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THE CLOVER SERVICES AND THE PROPRIETARY MATERIALS, INCLUDING ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, TITLE, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
CLOVER DOES NOT REPRESENT AND WARRANT THAT (A) YOUR USE OF THE CLOVER SERVICES OR PROPRIETARY MATERIALS WILL BE SECURE, UNINTERRUPTED, COMPLETE, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, (B) ANY DEFECTS IN THE CLOVER SERVICES OR PROPRIETARY MATERIALS WILL BE CORRECTED OR (C) THE CLOVER SERVICES AND PROPRIETARY MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLOVER DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE CLOVER SERVICES OR THE DELIVERY OF ANY COMMUNICATIONS.
CLOVER HAS NO ANY OBLIGATION TO VERIFY THE IDENTITY OF OR SCREEN THE PERSONS SUBSCRIBING TO OR USING THE CLOVER SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE CLOVER SERVICES BY OTHER USERS OF THE COMMUNITY. THEREFORE, CLOVER DISCLAIMS ANY AND ALL LIABILITY FOR YOUR INTERACTIONS WITH AND THE CONDUCT OF OTHER USERS AND FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
CLOVER DOES NOT: (i) GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION ON THE CLOVER SERVICES OR ANY RESULTS FROM YOUR USE OF THE CLOVER SERVICES; OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY OR LIABILITY FOR THE CONDUCT OF ANY USERS OR FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN CLOVER. UNDER NO CIRCUMSTANCES WILL CLOVER BE RESPONSIBLE FOR ANY LOSSES, DAMAGES OR HARM OF ANY KIND RESULTING FROM ANY USER’S CONDUCT OR YOUR USE OF THE CLOVER SERVICES OR FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE CLOVER SERVICES, OR TRANSMITTED TO OR BY ANY USERS.
20. LIMITATION OF LIABILITY; INDEMNITY
You hereby waive and agree not to assert any claims or allegations of any nature whatsoever against Clover, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties“) arising out of or in any way relating to your use of the Clover Services or Proprietary Materials, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of User Content, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use of the Clover Services. Your use of the Clover Services and Proprietary Materials is entirely at your own risk.
Without limiting any of the foregoing, neither Clover nor any other Released Party shall be liable to you for any direct, special, indirect, exemplary, consequential, punitive damages, or any other damages of any kind, including but not limited to loss of use, loss of profits, loss of data, loss of good will, data, or other intangible losses or other economic loss, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with your use of the Clover Services or any Proprietary Materials, including without limitation any damages caused by or resulting from: (i) your use or inability to use the Clover Services or any Proprietary Materials; (ii) any third party claims that the use by you of any of the Clover Services or Proprietary Materials violates any third party intellectual property right or privacy right; (iii) any failure of performance of the Clover Services or any Proprietary Materials, whether related to mistakes, errors, omissions, interruptions, defects, delays in operation or transmission, deletion of files or email, computer viruses or any failure of performance (whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Clover or any other Released Party’s records, programs or services); (iv) any damages arising from communications or transactions with other Users of the Clover Services, whether through blogs, or otherwise, or persons that you meet through the Clover Services; or (v) any other matters relating to the Clover Services, Proprietary Materials, any User Submissions (as defined above), based in contract, tort, negligence, strict liability, fundamental breach, failure of essential purpose or otherwise, whether or not Clover had any knowledge, actual or constructive, that you might incur such damages.
IN NO EVENT WILL THE TOTAL LIABILITY OF CLOVER OR THE RELEASED PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE CLOVER SERVICES OR PROPRIETARY MATERIALS EXCEED THE GREATER OF THE AMOUNT YOU HAVE PAID TO CLOVER FOR USE OF THE CLOVER SERVICES AND PROPRIETARY MATERIALS OR FIFTY (CDN$50) CANADIAN DOLLARS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLOVER AND YOU.
You shall fully defend, indemnify and hold harmless Clover and the other Released Parties from any losses, damages, liabilities, costs, expenses (including legal fees), claims and proceedings arising out of your use (or the use by any person to whom you have given access to your Clover Account) of the Clover Services, provision of User Content and the Proprietary Materials, including any claims made by any person that any of your User Content infringes the rights, including the intellectual property rights of any third party.
21. Applicable Law; Jurisdiction
The Clover Services are controlled by Clover and operated by it from its offices in Toronto, Ontario, Canada. All disputes, claims or other matters arising from or relating to your use of the Clover Services, the Proprietary Materials and these Terms will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding the application of any conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.
22. Dispute Resolution
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to these Terms, the Clover Services, User Content or posts, oral or written statements, advertisements or Promotions relating to these Terms or to the Clover Services, or the relationships that result from these Terms, the Clover Software, the Clover Site, the Clover Services, User Content or posts (collectively, a “Claim“) will be referred to and determined by a sole arbitrator (to the exclusion of the courts) pursuant to the Arbitration Act, 1991 (Ontario) as the same may be amended from time to time.
Accordingly, except where prohibited by applicable law, you hereby waive any right that you may have to commence or participate in any class action against Clover related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Clover. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data.
If arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario.
You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Clover Services and/or the Clover Software and/or the Clover Site from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Clover and the other Released Parties for your failure to comply with any such laws.
Unless otherwise provided, these Terms take effect upon your initial use of the Clover Services and shall remain in effect until terminated as described below.
- Termination by Clover. Notwithstanding anything to the contrary in these Terms, Clover may suspend, remove, deactivate, terminate or block your Clover Account and your right to use the Clover Services and may block or prevent your access to and use of the Clover Services at any time in our sole discretion, for any reason, without explanation and without notice to you (including without limitation blocking Users from certain IP addresses). We also reserve the right to remove or block access to your Clover Account information, User Content or data from the Clover Services and any other records at any time at our sole discretion. In the event that we determine that your access to any of the Clover Services is terminated, blocked, deactivated, removed or suspended at any time in our sole discretion, for any reason, without explanation and without notice or for cause, such as due to any breach or violation of these Terms, flagged conduct or content, third party complaints, infringement of the intellectual property rights of others, you agree that all fees then paid to Clover by you will be non-refundable. You further agree to accept responsibility for cancelling any subscriptions in accordance with Section 16 of these Terms.
- Termination by You. You may deactivate your Clover Account at any time by accessing your Clover Account settings and selecting the deactivate account option. If you require specific instructions on how to deactivate your Clover Account you may email our customer support team at firstname.lastname@example.org with the subject line How To Deactivate My Clover Account. After your Clover Account has been deactivated, and after you have logged out of the Clover Services, your profile will not be visible to other Users. If you do not reactivate your Clover Account within sixty (60) days, your Clover Account will be permanently closed and your personal information will be deleted. Some of your personal information (including any User Content, photos, videos, images, text, messages or data you have posted to the Clover Services) may remain in Clover’s backup copies and logs for up to one (1) year. If you choose to deactivate your Clover Account you agree to accept responsibility for cancelling any subscriptions in accordance with Section 16 of these Terms.
- Survival. Upon any termination, discontinuation or cancellation of the Clover Services or your Clover Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, Sections ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions. If these Terms expire or terminate for any reason, Sections 1, 5, 9-12, 15, 19-25, and any representation or warranty you make in these Terms, shall also survive indefinitely.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Clover without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. If any provision, or any portion thereof, of these Terms is held illegal, void, invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the remaining provisions will continue in full force and effect. The failure of Clover to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision.
25. Language Of These Terms
The language of these Terms is English. The English language version of these Terms will govern your relationship with Clover.
26. Questions and Comments
If you have any questions regarding these Terms or your use of the Clover Services, please contact us at:
1725 Avenue Rd.
PO Box 70059
Toronto, Ontario M5M 0A0