Clover by Clover Terms of Service
Introduction; Your Agreement to these Terms of Service.
Welcome to the Clover by Clover website (the “Site”). By using our Site, you are indicating your acceptance of all of the terms and conditions of this Agreement, and any additional guidelines we may post on the Site from time to time (the “Guidelines”) (collectively, Guidelines and this Agreement are the “Terms”). Page creators, gift recipients, gift givers and non-profit beneficiaries (“Causes”) of the Clover by Clover Site are collectively referred to as “Users”. By using or accessing the Site, you expressly agree to these Terms. If you choose to not accept these Terms, do not use our Site. But please contact us at if you have any questions about these Terms, because we want help you to make gift-giving more convenient and meaningful!
Table of Contents
At Clover by Clover, we are dedicated to the safety and well-being of children. Our site is committed to protecting the privacy of children and to complying with the Children's Online Privacy Protection Act (COPPA). For additional information about COPPA, visit the U.S. Federal Trade Commission Web site at http://www.ftc.gov.
The Site and the Services are not intended for or directed to users under the age of 13. To register for any Services offered on our Site, you must be 13 years of age or older. If you are under the age of 13, you only may use Site with permission and assistance from your parents or guardians. Clover by Clover does not intentionally collect personally identifiable information from users under the age of 13. If a child under 13 submits information through any part of Site without assistance from a parent or guardian, and Clover by Clover becomes aware that the person submitting the information is a child, we will attempt to delete this information as soon as possible.
We hope that all parents supervise their children's online activities and consider using available parental control tools to help provide a safe online environment. Let's keep our kids safe when they are online!
(a) User Responsibilities. In accordance with terms and conditions contained herein, by accessing our website, you agree to (i) be bound by the terms and conditions set forth herein and in any additional Guidelines, which are hereby incorporated by reference, and (ii) comply with any technical specifications, rules of operation or security procedures set forth by Clover by Clover from time to time on the website. From time to time we may revise or modify these terms and conditions by posting the revised terms and conditions through a link on our Site. While we will endeavor to provide notice to you of any changes to the pricing or other financial terms of these terms and conditions, whether or not we provide notice to you, you will be bound by the revised terms and conditions for all subsequent uses of this Site and Service after such modifications have been made. For any material changes to these Terms, such amended terms will automatically be in effect thirty days after they are initially posted on the Site.
(b) Clover by Clovers Responsibilities to Users. In accordance with terms and conditions contained herein, if you are a User, Clover by Clover will perform, and You authorize Clover by Clover to provide as Your agent and on Your behalf, the following services (the “Services”). Clover by Clover will (i) be paid and process online gifts (“online Gifts”) made by individuals or entities (“Gift Givers”) through the Clover by Clover Service; (ii) hold the funds received in a specially designated Client Fund Account at JP Morgan Chase Bank, NA; (iii) remit designated funds to the gift-recipients or their parent or guardian (“Gift Recipient”) and to the designated cause by check , less a service fee of 10% of the gift amount (with a minimum charge of $2.50) for each individual gift given via the Clover by Clover Site. These fees above are inclusive of all credit card processing and banking fees; these fees are subject to change at any time at the discretion of Clover by Clover; (iv) send a transaction receipt and customizable thank you email to Gift Givers and (v) facilitate the generation of a donation receipt to the designated Gift Recipient or his/her parent/guardian for tax purposes. Clover by Clover may also automatically generate and send a series of emails to Event Hosts, Gift Givers and Cause to assist them in more effectively using the Clover by Clover Service. Clover by Clover will make available to cause (i.e., an individual authorized by a cause featured on our site) online reports identifying, where available, the name, email address and other available information about the individuals or entities that have created pages which benefitted their organization.
(c) Clover by Clovers Responsibilities to causes. You will supply to us, and we will feature on our Site the logo of your organization, a brief mission statement, and more detailed content describing the work that you perform and how donations are used by your organization. This content will appear on our Site and also in emails that our Users will periodically receive. No content will appear on our Site or within an email generated by us without your prior approval. No existing content will be changed on our Site without your prior approval. Although we will be featuring illustrative, specific examples of how donations are used by your organization, all funds received by a cause through a page are unrestricted. When funds are received, on a no less frequent basis than quarterly, they will be accompanied by the names of the Clover by Clover Gift Recipient whose page generated the donation, the amount generated and an email address for the purposes of emailing a tax receipt.
(d) Clover by Clover User Accounts. We make this Service available for use by the general public, subject to these terms and conditions. When Users use this Service to create and receive gifts through a page, and when individuals authorized by causes use this Service to monitor the current balance of gifts received to their organization, they will be asked for their email address and other information to identify themselves or their organizations and they will be required to create a Clover by Clover account. Access to and use of password-protected and secure areas is restricted to Users who have created an Account. Any attempt to access restricted areas without authorization is prohibited. When you create an account with Clover by Clover, you will need to choose a password to access the Clover by Clover Services. You are responsible for maintaining the confidentiality of your password. Keep your password in a secure place and do not allow any unauthorized persons access to your password. If you become aware of any unauthorized use of your password or other security breach, notify Clover by Clover immediately at .
3.1 Account. To use the Clover by Clover Site you will be required to set up an account. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and You agree to accept responsibility for all activities that occur under your account or password. You agree that the information You provide to Clover by Clover on registration and at all other times will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times. If You have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any bank account, credit, debit or charge card number, if applicable), then You agree to immediately notify Clover by Clover. You may be liable for the losses incurred by Clover by Clover or others due to any unauthorized use of your Clover by Clover Site account.
3.2 Clover Pages.
(a) Clover by Clover as Agent. Users making a gift to a page will pay Clover by Clover, as their agent, through the Clover by Clover Site. Clover by Clover will hold all funds received through a page in a specially designated, Client Fund Account at JP Morgan Chase Bank, NA and will remit funds to the designated recipient and non-profit organization by check after the close of the event, less the transaction fees described below. All disbursements made to causes are unrestricted and may not be specified for any particular purpose. For more information on how Clover by Clover works, please click here.
(b) Transaction Fee and Currency. There is a fee of 10% of the individual gift amount (with a minimum charge of $2.50), for every gift made to a Clover Page. This transaction fee includes all credit card and transaction processing fees, and all other expenses involved in building and maintaining the Site, working with causes to continually improve their presence on the safe and secure Site, and making sure that both Gift Recipients and Causes receive funds as quickly and efficiently as possible. Clover by Clover is based in the United States and operates with US dollars.
(c) Claiming Funds from Clover Page.
i. To Recipient of Clover Page. Once a page has been closed, payment to the Gift Recipient of the funds from the Clover Page will be made after three business days, by check to registrant of the Clover Page or an individual indicated by the registrant of the page.
ii. To Non-Profit. Payment to the cause designated on the Clover Page will be made on the 15th of the month following the close of the page from which funds are to be received.
(d) Errors and Refunds/Disputes. Once a gift has been confirmed and processed, the transaction is final and is not subject to dispute unless unauthorized use of the Users credit card is proved. If You are a gift-giver and You believe there was an error in the gift You gave, please contact Clover by Clover at .
(e) Cancelled/Postponed Events. In the event You have set-up a Clover Page and cancelled or postponed your event, it is your responsibility to update the applicable Clover Page. If the page has not been closed, we will refund gift proceeds to gift givers. IF THE PAGE HAS BEEN CLOSED, YOU ARE RESPONSIBLE FOR RETURNING FUNDS TO THOSE WHO DONATED ON YOUR CLOVER PAGE. Please see (link to FAQ) for more information about cancellation and postponement.
(f) Unclaimed Balances. In the event an account balance exists at the time of any termination of the account, Clover by Clover will use reasonable efforts to contact the account owners to redeem their balance. After 12 months, if Clover by Clover is unable to locate or identify the owner or person entitled to the receipt of the balance in the account, Clover by Clover will donate all funds to the cause indicated on the page.
(g) Disclaimer. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT CLOVER BY CLOVER DOES NOT GUARANTEE (1) THAT A RECIPIENT OF THE FUNDS FROM A CLOVER PAGE WILL USE THE FUNDS TO PURCHASE WHAT THEY HAVE DESIGNATED AS THEIR “ONE SPECIAL GIFT”; AND/OR (2) THAT A CLOVER PAGE WILL GENERATE ENOUGH FUNDS FOR THE “ONE SPECIAL GIFT” OR TO MEET ANY DESIGNATED FUNDRAISING GOALS.
4.1 User Generated Content Generally. Clover by Clover may now or in the future permit the posting by You and other users of notes, written works, images and videos or other communications (collectively, “User Generated Content”) and the hosting, sharing, and/or publishing of such User Generated Content. You understand that whether or not such User Generated Content is published, Clover by Clover does not guarantee any confidentiality with respect to any submissions.
4.2 Limited License Grant to Clover by Clover. By submitting or distributing User Generated Content through the Clover by Clover Site, You hereby grant to Clover by Clover a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, distribute and re-distribute, and otherwise exploit your User Generated Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed).
4.3 Limited License Grant to Other Clover by Clover Users. By submitting or distributing User Generated Content through the Clover by Clover Site, You hereby grant to each User of the Clover by Clover Site a non-exclusive license to access and use your User Generated Content. The foregoing license granted by You terminates as to a specific User Posting once You remove or delete such User Posting from the Clover by Clover Site provided, however, that User's rights to such User Posting arising out of distributions occurring on or prior to deletion of such User Posting from the Clover by Clover Site survive any termination or expiration of the license granted in this Section 4.3.
4.4 User Generated Content Representations and Warranties. You are solely responsible for your User Generated Content and the consequences of posting or publishing them. By uploading and publishing your User Generated Content, You affirm, represent, and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Clover by Clover and Clover by Clover's Users to use and distribute your User Generated Content as necessary to exercise the licenses granted by You in this Section and in the manner contemplated by Clover by Clover and these Terms of Service; (2) your User Generated Content do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (3) your User Generated Content do not contain any viruses, adware, spyware, worms, or other malicious code. VIOLATORS OF THESE THIRD-PARTY RIGHTS MAY BE SUBJECT TO CRIMINAL AND CIVIL LIABILITY. CLOVER BY CLOVER RESERVES ALL RIGHTS AND REMEDIES AGAINST ANY USER WHO VIOLATES THIS TERMS OF SERVICE.
4.5 User Generated Content Disclaimer. You understand that when using the Clover by Clover Site You will be exposed to User Generated Content from a variety of sources, and that Clover by Clover is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Generated Content. You further understand and acknowledge that You may be exposed to User Generated Content that are inaccurate, offensive, indecent or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against Clover by Clover with respect thereto. Clover by Clover does not endorse any User Generated Content or any opinion, recommendation or advice expressed therein, and Clover by Clover expressly disclaims any and all liability in connection with User Generated Content. If notified by a User or a content owner of a User Posting that allegedly does not conform to these Terms of Service, Clover by Clover may investigate the allegation and determine in its sole discretion whether to remove the User Posting, which it reserves the right to do at any time and without notice. For clarity, Clover by Clover does not permit copyright infringing activities on the Clover by Clover Site.
Clover by Clover and its licensors may make certain software and other content available to You for download (for a fee or otherwise) from the Clover by Clover Site. All such software or other content that You download shall be subject to the terms and conditions included with such software or content or otherwise presented to You at the time of download.
It is Clover by Clover's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. Clover by Clover will promptly terminate without notice any your access to the Clover by Clover Site if You are determined by Clover by Clover to be a “repeat infringer.” A repeat infringer is a User who has been notified by Clover by Clover of infringing activity violations more than twice and/or who has had a User Posting or any other user-submitted content removed from the Clover by Clover Site more than twice.
If you believe that your work has been used on our Site or network in any manner that constitutes copyright infringement, please contact our copyright agent by written notice at the contact information below. The notice should include the following information (please consult your legal counsel or See 17 U.S.C. Section 512(c)(3) to confirm these requirements):
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Clover by Clover Site are covered by a single notification, a representative list of such works at that site.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Clover by Clover to locate the material.
4. Information reasonably sufficient to permit Clover by Clover to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. If you are unsure whether the material available online infringes your copyright, we suggest that you contact an attorney before sending us a notice.
Copyright Agent Contact Information:
By mail: 524 Union Street, Suite 101, San Francisco, CA 94133
By email: firstname.lastname@example.org
By telephone: (415) 956-0200
By facsimile: (415) 956-0300
BY USING THE CLOVER BY CLOVER SITE YOU AGREE NOT TO:
7.1 use the Clover by Clover Site for any purposes other than to disseminate or receive original or appropriately licensed content and/or to access the Clover by Clover Site as such services are offered by Clover by Clover;
7.2 rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in Section 10, below);
7.3 post, upload, or distribute any defamatory, libelous, or inaccurate User Generated Content or other content;
7.4 post, upload, or distribute any User Generated Content or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate; remember, your mother will probably look at your page. Maybe even your grandmother.
7.5 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Clover by Clover Site accounts of others without permission, forge another person's digital signature, misrepresent the source, identity, or content of information transmitted via the Clover by Clover Site, or perform any other similar fraudulent activity;
7.6 delete the copyright or other proprietary rights on the Clover by Clover Site or User Generated Content;
7.7 make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Clover by Clover Site. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
7.8 use the Clover by Clover Site for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
7.9 defame, harass, abuse, threaten or defraud Users of the Clover by Clover Site, or collect, or attempt to collect, personal information about Users or third parties without their consent, or use the Clover by Clover Site for any commercial use, it being understood that the Clover by Clover Site is for personal, non-commercial use only;
7.10 use the Clover by Clover Site if You are under the age of 13 years old without supervision from a parent or legal guardian;
7.11 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Clover by Clover Site or User Generated Content, features that prevent or restrict use or copying of any content accessible through the Clover by Clover Site, or features that enforce limitations on the use of the Clover by Clover Site or User Generated Content;
7.12 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Clover by Clover Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
7.13 modify, adapt, translate or create derivative works based upon the Clover by Clover Site or any part thereof, except and only to the extent foregoing restriction is expressly prohibited by applicable law; or
7.14 intentionally interfere with or damage operation of the Clover by Clover Site or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
The Clover by Clover Site may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). Clover by Clover does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites.
9.1 Clover by Clover.
(a) You agree that Clover by Clover, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with Clover by Clover or your use of the Clover by Clover Site and remove and discard all or any part of your account, User profile, and any User Generated Content, at any time. Clover by Clover may also in its sole discretion and at any time discontinue providing access to the Clover by Clover Site, or any part thereof, with or without notice. You agree that any termination of your access to the Clover by Clover Site or any account You may have or portion thereof may be affected without prior notice, and You agree that Clover by Clover will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Clover by Clover may have at law or in equity. As discussed herein, Clover by Clover does not permit copyright infringing activities on the Clover by Clover Site, and will terminate access to the Clover by Clover Site, and remove all User Generated Content or other content submitted by any Users who are found to be repeat infringers.
(b) In the event an account balance exists at the time of any termination of the account, Clover by Clover will use reasonable efforts to contact the account owners to redeem their balance. After 12 months, if Clover by Clover is unable to locate or identify the owner or person entitled to the receipt of the balance in the account, Clover by Clover will donate all funds to one of our causes, selected at random.
(c) You. Your only remedy with respect to any dissatisfaction with (i) the Clover by Clover Site, (ii) any term of these Terms of Service, (iii) Guidelines, (iv) any policy or practice of Clover by Clover in operating the Clover by Clover Site, or (v) any content or information transmitted through the Clover by Clover Site, is to terminate this Terms of Service and your account. You may terminate this Terms of Service at any time by deleting your account with the Clover by Clover Site and discontinuing use of any and all parts of the Clover by Clover Site.
The Clover by Clover Site is owned and operated by Clover by Clover. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Clover by Clover Site provided by Clover by Clover (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Generated Content that is provided and owned by Users, all Materials contained on the Clover by Clover Site are the property of Clover by Clover or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Clover by Clover or its affiliates and/or third-party licensors. Except as expressly authorized by Clover by Clover, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Clover by Clover reserves all rights not expressly granted in this Terms of Service.
You agree to indemnify, save, and hold Clover by Clover, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Clover by Clover Site, any violation by You of these Terms, or any breach of the representations, warranties, and covenants made by You herein. Clover by Clover reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Clover by Clover, and You agree to cooperate with Clover by Clover's defense of these claims. Clover by Clover will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
12.1 No Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CLOVER BY CLOVER, AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLOVER BY CLOVER OR THROUGH THE CLOVER BY CLOVER SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 12 THE TERM CLOVER BY CLOVER INCLUDES CLOVER BY CLOVER'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
12.2 "As is" and "As available" and "With All Faults". YOU EXPRESSLY AGREE THAT USE OF THE CLOVER BY CLOVER SITE IS AT YOUR SOLE RISK. THE CLOVER BY CLOVER SITE AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, USER GENERATED CONTENT, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CLOVER BY CLOVER SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
12.3 Content. CLOVER BY CLOVER, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, USER GENERATED CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE CLOVER BY CLOVER SITE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
12.4 Accuracy. CLOVER BY CLOVER, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CLOVER BY CLOVER SITE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
12.5 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE CLOVER BY CLOVER SITE (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
13.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL CLOVER BY CLOVER OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE CLOVER BY CLOVER SITE OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH CLOVER BY CLOVER, EVEN IF CLOVER BY CLOVER OR AN CLOVER BY CLOVER AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, CLOVER BY CLOVER'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
13.2 Limitation of Damages. IN NO EVENT WILL CLOVER BY CLOVER OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE CLOVER BY CLOVER SITE OR YOUR INTERACTION WITH OTHER CLOVER BY CLOVER SITE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE CLOVER BY CLOVER SITE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
13.3 Reference Sites. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN CLOVER BY CLOVER AND RECEIVED THROUGH OR ADVERTISED ON THE CLOVER BY CLOVER SITE OR RECEIVED THROUGH ANY REFERENCE SITES.
13.4 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT CLOVER BY CLOVER HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND CLOVER BY CLOVER, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CLOVER BY CLOVER. CLOVER BY CLOVER WOULD NOT BE ABLE TO PROVIDE THE CLOVER BY CLOVER SITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
13.5 Limitations by Applicable Law. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
14.1 Notice. Clover by Clover may provide You with notices, including those regarding changes to these Terms of Service, by email, regular mail or postings on the Clover by Clover Site. Notice will be deemed given twenty-four hours after email is sent, unless Clover by Clover is notified that the email address is invalid. Alternatively, we may give You legal notice by mail to a postal address, if provided by You through the Clover by Clover Site. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Clover by Clover Site is deemed given 30 days following the initial posting.
14.2 Waiver. The failure of Clover by Clover to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Clover by Clover.
14.3 Dispute Resolution and Arbitration.
(a) Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
(b) Arbitration. For any claim related to these Terms of Service or the Clover by Clover Site, excluding claims for injunctive or other equitable relief, where the total amount sought is less than [ten thousand U.S. Dollars ($10,000.00 USD)], either Clover by Clover or You may elect at any point in or during a dispute or proceeding to resolve the claim through binding non-appearance-based arbitration. A party electing arbitration shall initiate it through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or Clover by Clover will be filed only in the state or federal courts in and for San Mateo County, California, and You hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action, except as provided in Section 14.3(b) regarding arbitration. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party's intellectual property rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
(d) Improperly Filed Claims. All claims you bring against Clover by Clover must be resolved in accordance with this Section 14.3. All claims filed or brought contrary to this Section 16.3 shall be considered improperly filed. Should either party file a claim contrary to this Section 14.3, the other party may recover attorneys' fees and costs up to [one thousand U.S. Dollars ($1,000.00 USD)], provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim.
14.4 Severability. If any provision of these Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
14.5 Assignment. These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Clover by Clover without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void.
14.6 Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, sections 2 through 14.
14.7 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
14.9 Claims. YOU AND CLOVER BY CLOVER AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE CLOVER BY CLOVER SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
14.10 Disclosures. The Clover by Clover Site is hosted in the United States, and the services provided hereunder are offered by Clover by Clover, LLC.