Clover Sites Terms of Service Agreement

Overview

BY REGISTERING FOR OR USING THE CLOVER SITES SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING ALL POLICIES), EACH AS MAY BE MODIFIED FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE OR ACCESS THE SERVICE.


1. AGREEMENT

1.1 - Overview. This Terms of Service Agreement (the "Agreement") is an agreement between you and Clover Sites, Inc., ("we", "us", "our", "Clover", or "Clover Sites") and applies to your use of our website creation, editing and management service (collectively the "Service" or "Services"). As used herein, You and Your refer to those using the Service with a Clover Account ("Users"). Our Service enables a User to create, edit, and maintain a website via the Internet. Websites ("Sites") you design on our Service receive a unique URL and are accessible to others once they are Published from our hosted location. Users may also invite others to create and manage an account (“Clover Account”, "Account") through the Service. This Clover Acount allows a User to view, update, and correct their Personally Identifiable Information ("PII") as that term is used in our Privacy Policy: (http://www.cloversites.com/legal/privacy-policy).

1.2 - This Agreement applies to your use of the Service. It explains our and your respective legal rights and obligations concerning all aspects of our relationship, including without limitation:

In addition to the terms of this Agreement, you agree to the terms of the policies, notices, procedures, specifications, FAQs, guides and guidelines that are provided to you, appear on your account management site ("Clover Dashboard", "the Dashboard") (further explained below) or are referenced in this Agreement (collectively, the "Policies"). Like the websites, the Dashboard is hosted only on our servers.

1.3 - Use of Your domain name in conjunction with the Service is subject to the policies of the Internet Corporation for Assigned Names and Numbers ("ICANN").

1.4 - We may modify the terms of this Agreement (including any Policy) or the features of the Service at any time. We will post the amended Agreement or Policy to www.cloversites.com (the "Site") and if substantiated, send a notice of Material Changes to the User's electronic address under your Clover Account. Any such change in terms will be effective upon posting to our Site or Dashboard (as applicable) or when otherwise communicated to you (whichever is earlier). Any "Material Change" to this Agreement will be effective seven (7) days from the date of posting. A "Material Change" is limited to any change that involves an increase in fees or liability for you. You will be deemed to accept (a) any Material Changes if you use the Service after the 7-day notice period, and (b) any other changes if you use the Site or Service after the posting of the new terms. If you do not accept a change to this Agreement or feature of the Service, your sole remedy is to contact us and close your account. You are at all times responsible for reading and understanding each version of this Agreement (including our Policies).

1.5 - BY COMPLETING THE REGISTRATION PROCESS ("Registration Process", "Sign Up") OR BY PURCHASING A SITE ("Purchase Process"), YOU:

If these Terms or any future changes are unacceptable to You, Your sole remedy is to cancel Your Account. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS, DO NOT COMPLETE THE SIGN UP OR PURCHASE PROCESS.


2. SIGN UP

2.1 - Eligibility. Clover Sites grants a right to use the Service only when the User meets all of the respective eligibility requirements. Users must a) have an email account(s), (b) be at least 13 years old, (c) be duly authorized, and (e) create an Account with us by providing complete and accurate registration information. You must update registration and account information promptly upon any change. We reserve the right to refuse to provide or discontinue the Service to any person or entity at any time for any reason.

2.2 - Creating a Clover Account. To create a new Account, you must register using the Sign-Up facilities at our Site, http://www.cloversites.com. When you Sign Up, you will provide PII to us including your name, email address, or other information required to be used in providing the Service to you.

10.4 - Organization Information. Clover maintains information about You and Your Service on Clover servers, including, but not limited to, Your Account Information, Your customer order information, sales information, and clickstream data (“Organization Information"). Your Information may be internally maintained and utilized by Clover for research, marking and other promotional purposes as detailed further in this Agreement. In dealing with third parties, You grant to Clover a non-exclusive, worldwide, royalty- free, perpetual license to use Information in aggregate form (i.e., in a form that is not individually attributable to You) for research, marketing and other promotional purposes. You agree that Clover may disclose Organization Information in the good faith belief that such action is reasonably necessary:

2.3 - Verification. Additional Sign Up. Information may be required to verify your identity as a condition of providing the Service to you or before we permit you to use the Service. Such information may include: a valid U.S. credit card, a verified bank account, or other financial, business or personal information. We may make, directly or through third parties, any inquiries we consider necessary to validate information that you provide to us, including without limitation checking commercial databases. You authorize us to obtain one or more of your consumer credit reports, from time to time, to establish, update, or renew your Account with us or in the event of a dispute relating to this Agreement and activity under your Account. While we may take steps to verify the identity of our users, we cannot and do not guarantee the identity of any Organization, User, or Account. You are solely responsible for taking appropriate steps to verify the identity of others.

2.4 - Electronic Address, Password Security and Permissions. You will use your email address and a password that you create to access the Service. We will use your email address to communicate with you. As such, you may be required to verify your e-mail address. During Sign-Up, you also may be prompted to answer security questions. It should be noted that Users may have different combinations of permissions (to view/edit Templates, Users, Domain Records, Account Information, etc.). Further, any User having permission to edit other Users has the broadest permission available because such a user can edit her own permissions or create a new User with any of the available permissions. The Primary User ("Site Owner") is responsible to ensure that each of its authorized or invited Users receives the permission level it intends and that the Organization and each of its Users has a current email address with the Service.

2.5 - Communications. As part of Your Registration ("Sign Up") Process, You agree that some communications are required, such as, by way of example and not limitation, customer service messages regarding Your Service, and updates to the Service. In order to opt out of receiving such communications, You must cancel the Service. You also understand and agree that the Service may include certain communications from Clover, such as service announcements and administrative messages, that these communications are considered part of Clover membership, and that You will not be able to opt out of receiving them.

3. DESCRIPTION OF SERVICE

Clover Sites provides a hosted website creation, editing and management service that enables a User to facilitate the creation and maintenance of an interactive online web site (“The Service”) for the benefit of a User and/or an Organization - via the Internet. A user chooses a Clover site design "Template" which can then be customized and modified in a limited manner using the tools and features specifically provided in the Service. In summary, the Service provides:

PLEASE NOTE: Clover Sites does not provide email services, domain purchase, registration, and renewal services, or merchant services.

3.1 - Clover Web Development Services. Clover's Web Development Services are not available under this agreement apart from the Clover Web Hosting and Support Services, and are provided in the form of a Template chosen by the User during Sign Up and Purchase. This Template can be modified and customized by use of the Service, through Clover's proprietary Content Management System "CMS", The Greenhouse. Website Templates are assigned unique URL addresses using a subdomain (https://sitename.cloversites.com/) and are meant to be visited directly at those addresses, or visited by pointing a unique domain (purchased separately from a third-party domain registrar) at them, such as the Organization's website address.

3.2 - Clover Website Hosting. Clover provides server and other data storage and transmission solutions as a part of the Service provided. Websites You create using the Clover Web Development Services shall only be hosted by Clover in accordance with the Clover Web Hosting service described in this agreement. Any other configuration or modification is strictly prohibited.

3.3 - License. Clover shall grant to You a limited license for use of the Service. This license shall be personal, non-exclusive and non-assignable absent explicit written authorization to that effect. The license shall be royalty-free and worldwide. The license grants the use of the Service, but does not grant You the right to any of the code or software utilized by Clover website development or website hosting. The license is for the purpose of allowing You to enjoy the benefit of Clover’s services in the manner described within these Terms of Service. Your license is not for the purchase or other ownership of site files or designs provided by Clover’s Service, but is instead provided solely for the benefit of access to Clover’s dynamic web development and hosting Services.

3.4 - New Features & Modifications to The Service. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Service resources, shall be subject to these Terms. Clover, in its own discretion may modify Your site at any time to enhance or augment the current Service. Such activity may require removal of site files, change of site files, or addition of site files. In the event that You disagree with a modification, Clover is not liable for any resulting damage. To the extent Clover makes selected new Service resources mandatory, Your website will be modified accordingly. Clover may take action during such modifications to keep current bookmarks, links, URL’s or similar tools up-to- date, however, it is Your duty to maintain such bookmarks, links, URL’s or similar tools and Clover shall not be liable in the event that such items are out of date.

3.5 - Requirements. To use the Service, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any fees associated with such access to the appropriate providers. You are responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for Your access to and use of the Service and any Software, and for all related fees.

3.6 - Assistance With Third Parties. While Clover may in its discretion provide assistance with third party products or services, Clover is not responsible for compatibility with such third party products or services and is not responsible for downtime or disruptions related to third party products or services.

3.7 - Users & Invitations. The owner ("Account Owner") of a Clover Sites account ("Account") is typically the individual that Signs Up and pays for the Service, and has the authority to add and invite additional Users. Password protected Accounts enable Users to access their Clover Dashboard where, among other things, a User can gain access to customize any Site Template(s) to which they have editing permissions.

While creating and customizing a website Template is a key feature of the Service, it is by no means limited to this function. In particular, the Service may also provide reports, usage information, User Management, Account settings, and other features.

4. USE OF SERVICE

4.1 - Purpose. The purpose of this Service is to allow creation and maintenance of a website. An Organization registers for the Service through its Site Owner who has the right to authorize and invite additional Users. Users with basic computer and browser skills can access the Dashboard and The Greenhouse, create and edit website pages, and manage their Account. In particular, Clover Sites enables Organizations to quickly implement a modern website solution with a semi-custom look and feel. Using or attempting to use this site for a purpose other than the above is not supported by Clover Sites and is, to the extent permitted by law, prohibited.

4.2 - Linking. You are granted the right to create a "hypertext" link to any of your Sites. If you change the location of a domain or site Template, you are responsible for maintaining old/existing links. Where there is misuse of the Service in connection with your Account, we reserve the right to disable links to your Sites. You may not use framing techniques to enclose any Clover trademark, logo or trade name or other proprietary information including the images we create or images you create using our templates. Links to third party sites on our Site are provided solely as a convenience to you. If you use these links, you will leave our Site. Clover Sites has not reviewed all of these third party sites and does not control and is not responsible for any of these sites, their content or their policies, including, without limitation, privacy policies or lack thereof. Clover Sites does not endorse or make any representations about third party sites or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access a third party site linked to this site, you do so entirely at your own risk. You acknowledge and agree that Clover Sites shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party sites.

4.3 - Limited Access. Except as otherwise expressly permitted by Clover Sites, any access or attempt to access private and/or non-user areas of Clover Sites's computer system and information contained therein or reachable thereby for any purposes is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to "screen scrape," monitor, "mine," or copy the Web pages on the Site or from any Template, and the content contained therein without Clover Sites' prior, express, and written permission. You will not spam or send unsolicited e-mail to any other user of the Service for any reason. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or Service. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Clover Sites' infrastructure.

4.4 - Mobile and Tablet Devices. While Clover may within its discretion provide Site or Service functionality on mobile devices, Clover makes no guarantees regarding this functionality on mobile devices. Clover is not to be held liable should any damages arise as a result of non-functionality on a mobile device.

4.5 - Additional Use Restrictions. You shall not post, transmit, e-mail, re-transmit or store material on or through any of the Services provided by which, in the sole judgment of the Clover Sites: (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, pornographic, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, "Persons") or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for use by you. You shall be responsible for determining what laws or regulations are applicable to your use of the Services. In addition, you may only use the Services in a manner that, in Clover Site's sole judgment, is consistent with the purposes of such Services. If you are unsure of whether any contemplated use or action is permitted, please contact Clover Sites at contact@cloversites.com. By way of example, and not limitation, use of the Services to engage in any of the below mentioned activities is expressly prohibited:

4.6 - Abusive User Behavior. Clover reserves the right to take any action it deems necessary at its sole discretion, including, without limitation, account termination or suspension, to protect against such abusive or harmful behavior on the Internet and on the Clover Service. You agree that Clover shall not be responsible or liable for any loss or damage of any sort incurred by You, or any third party, as the result of Clover taking or not taking any actions in response to any actual or perceived abusive user behavior.

4.7 - Our Use of The Service on Your Behalf. We may from time to time access the Service on your behalf, using our master "Clover Admin" accounts to investigate and/or to make changes to your Account or Site. Examples include our use of your Account to assist you in resolving a problem, to restore normal operation to your Account, to correct an error, and as reasonably required to operate the Service.

5. COMPLIANCE

5.1 You represent and warrant that You are not a resident of any country or affiliated with any organization prohibited to do business with or within the United States as defined and set forth at: http://www.export.gov and http://www.treas.gov/ofac.

5.2 - You further represent and warrant that You will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. government and any country or organization of nations within whose jurisdiction You operate or do business.

5.3 - You agree to comply with all applicable U.S. and non-U.S. laws, rules, regulations and orders, including, but not limited to, tax, export and import, embargo and trade sanctions, intellectual property, including copyright, content, sales, mail-order, commerce, and e-commerce laws and regulations. You shall be responsible for determining what laws or regulations are applicable to Your use of the Services. You shall, upon the request of Clover, provide Clover assurance of Your compliance with those laws.

5.4 - You acknowledge that Clover exercises no control whatsoever over the content of the information passing through Your site(s) and that it is Your sole responsibility to ensure that the information You and Your users transmit and receive complies with all applicable laws and regulations and the Clover Policies.

5.5 - You are responsible for charging and collecting from Your end-user customers any and all applicable taxes. If You fail to impose and/or collect any tax from end users or Your other retail customers as required herein, then, as between Clover and You, You shall remain liable for such uncollected tax and any interest and penalty assessed thereon with respect to the uncollected tax by the applicable taxing authority.

6. CONTENT, OWNERSHIP & HOSTING

6.1 - Content and Conduct Rules. You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services, links to other World Wide Web sites or resources, and other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that You, and not Clover, are entirely responsible for all Content that You upload, post, transmit, or otherwise make available via the Service. The Content must comply with these Terms, including applicable Clover Policies, and any applicable law or regulation.

6.2 - Your Privacy Policy. Where personal information is requested by Your site from users, you agree to provide a hypertext link to Clover’s privacy policy. If Your web site collects personal information from users for transmission to third parties, You agree

You agree to indemnify and defend Clover from and against any and all claims stemming from Your failure to comply with this provision and/ or Your failure or refusal to abide by the terms and provisions of any applicable Privacy Policies.

6.3 - Media Content. Clover may provide You with tools or assistance in making media content available for download or viewing by end-users, including but not limited to podcasts, graphics, videos, and streaming data. Clover may also assist in making such content available through third-parties. However, in the event that such media content does not work correctly or that access to such content is interrupted, Clover is not to be liable for any resulting damages. In the event that a third party removes such content from their services, for any reason, Clover will not be liable for any resulting damages.

6.4 - Content Ownership. Clover does not claim ownership of the Content You place on Your Service. However, by submitting Content to Clover for inclusion on Your Service, You agree that Clover can utilize images or other representations of your Site and Content to facilitate promotional efforts for Clover Sites or other Clover-related products or services. In other words, you grant Clover a worldwide, royalty-free, and nonexclusive license under Your copyrights and other intellectual property rights, if any, for all material and content displayed on Your Site, to display, reproduce, and otherwise create derivative works that include reference to, representations, of, or other use of your material for Clover in any promotional manner and on any Clover property or facility.

You also grant Clover the right to maintain such content on Clover's servers during the term of these Terms and to authorize the downloading and printing of such material, or any portion thereof, by end-users for their personal use. This license exists only for as long as You continue to be a Service customer and terminates when Your Service is terminated. All data and files related to your site are archived on Clover servers. You grant Clover the right to archive and maintain, at Clover’s sole discretion, all data and files related to Your site; in the event of termination of the Service, Clover may maintain your archived site for any length of time it chooses. Clover may utilize your archived site should you request reactivation of the Service, but it is not mandated to do so. Reactivation will be handled on a case by case basis.

You acknowledge that Clover does not prescreen Content, but that Clover and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, Clover and its designees shall have the right to remove any Content that violates these Terms, including any applicable Clover Policies, is illegal, or is otherwise objectionable as determined in Clover's sole discretion. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

6.5 - Clover Web Hosting Function. You acknowledge that the Web Hosting service is offered as a platform to host and serve web pages and web sites and is not offered for other purposes, such as remote disk space storage. Accordingly, You understand and agree to use the web hosting service solely for the purpose of hosting and serving web pages as viewed through a web browser and the Hypertext Markup Language (HTML) protocol or other equivalent technology. Clover Web Hosting is designed to serve the web hosting needs of small organizations. It is not intended to support the greater web hosting needs of large enterprises.

Clover Web Hosting is also a shared web hosting service, which means a number of customers' web sites are hosted from the same server. To ensure that Clover Web Hosting is reliable and available for the greatest number of users, a customer's web site usage cannot adversely affect the performance of other customers' sites. Additionally, the purpose of Clover Web Hosting is to host web sites, not store data. Using an account primarily as an online storage space for archiving electronic files is prohibited. You further agree that if, at Clover's sole discretion, You are deemed to have violated this section, Clover may suspend or terminate Your account without notice to You and with no liability to Clover.

6.6 - Downloadable Content. Clover may offer You an option to disable the downloading of content, such as media, from Your site by third parties. You understand that such disabling software is subject to inherent limitations and is not guaranteed to prevent the downloading of content from Your site. It is Your duty to decide whether the inherent limitations of such disabling software meets your requirements. Clover shall not be liable in the event that content is downloaded from Your site.

7. DOMAIN MANAGEMENT

7.1 - For Clover Sites, the Service includes a hosted subdomain unique to your Site (i.e. http://yoursite.cloversites.com). You may use this subdomain as your primary web address (URL for your Site), as long as your Account and Site remains active and in good standing. However, for the best experience for You and your web visitors, we recommend utilizing a unique domain name for your primary Site URL.

7.2 - We will make our best effort to assist You in acquiring, moving, or modifying a domain name and its settings or records, and we may provide self-managed or other domain assistance via certain Clover software to help facilitate your use of the Service.

7.3 - Clover does not sell Domains, but we (or a third party service we use) may host your DNS records. We attempt to provide the highest levels of service and uptime possible, but we are not liable for downtime, disruption, or losses related to the hosting or changing of domain records. Additionally, Clover makes no guarantees regarding the interaction of your web address with search engines. If You are switching Your site to the Service provided by Clover, Clover shall not be liable for non-functionality of prior links, URL’s, bookmarks, or any other related online or offline issues.

PLEASE NOTE: WITH RESPECT TO DOMAINS, NOTHING IN THE AGREEMENT OBLIGATES CLOVER TO LIST OR LINK TO YOUR DOMAIN NAME OR PROVIDE WEB SITE HOSTING SERVICES IN CONNECTION WITH YOUR DOMAIN NAME BEYOND THAT PROVIDED WITHIN THE SERVICE.

7.4 - Using a Preexisting Domain Name. If You have previously registered a domain name with another provider and want to use it with the Service, You must request that the existing registrar change the name servers for the domain name as designated by Clover, on Your behalf.

PLEASE NOTE: THE EXISTING REGISTRAR WILL CONTINUE TO BE THE REGISTRAR FOR THAT DOMAIN, AND YOU WILL CONTINUE TO BE RESPONSIBLE FOR ALL ONGOING FEES FOR THAT DOMAIN NAME WITH YOUR EXISTING PROVIDER, INCLUDING RENEWAL FEES. THE FEES PAYABLE TO CLOVER FOR THE SERVICE DO NOT INCLUDE REGISTRATION OR RENEWAL FEES OWED BY YOU TO YOUR EXISTING PROVIDER.

7.5 - Verifying Your Domain Name Information. In compliance with ICANN regulation and Your registrar’s Terms and Conditions, and in order to minimize the risk of fraud, Clover may at any time request You to verify any information required to be supplied by a registrant. If You fail to respond to any such request or fail to verify any such information to Clover's reasonable satisfaction, within 15 days of any such request from Clover, Clover may, in its sole discretion, immediately terminate Your Service and remove any of Your materials, including Your domain name, from Clover servers.

7.6 - If You choose to register a domain name using a private domain registration which will substitute certain information relating to the registration of the Domain Name, such as the name, postal address, email address, telephone number, and fax number of the administrative contact, technical contact, and billing contact, and where applicable, the postal address, telephone number, and fax number of the registrant contact ("Contact Details"), but not the organization name, the following terms also apply:

8. STORAGE

8.1 - Storage Limits. You acknowledge that Clover may establish general practices and limits concerning use of the Service. Clover may also at its sole discretion, monitor, regulate or otherwise limit the amount of storage available for use by any User at any time with or without notice.

8.2 - Backup Services. Clover may utilize data backup services in case of data loss. However, any such benefit shall be utilized at the sole discretion of Clover and Clover is in no way bound to provide such benefits. Clover shall not be held liable in the event of any data loss. It is Your responsibility to backup Your own files, and Clover Web Hosting Services are not be used for general storage or as a backup service.

8.3 - Deletion of Information. You agree that Clover may delete any information from Clover servers to the extent that such information exceeds the storage provided for by the Terms outlined in this Agreement.

9. PAYMENT

Unless modified, You will pay all fees due according to the applicable prices and terms, and according to the selected schedule of payment as selected by You during Sign Up including any optional features.

9.1 - Our Fees. For web development utilizing Clover’s content management system (“The Greenhouse”), you will be charged a one-time fee. For web hosting an support, you will have the option to pay monthly or annually.

9.2 - Use and Security of Cardholder Data. For purposes of this Section, the term "Cardholder Data" or "CDI" refers to the number assigned by the card issuer that identifies the cardholder's account or other cardholder personal information, and "Personally Identifiable Information" or "PII" means any CDI or other personal or financial data relating to any individual or entity.

To the extent You make an online credit card purchase or bank ACH transfer to Clover as a part of the Purchase Process or otherwise, Clover will initiate a secure payment process including acquisition of Your credit card or bank information related PII, and pass that information through Clover’s third-party transaction processing service providers. After the initial purchase, your credit card or bank information data (including but not limited to your card or account number, expiration date, name and address) will be stored in a secure “vault” system. The stored card data will then be used to make recurring payments (monthly or yearly at Your option).

Clover shall not be held liable for the security of third party servers or providers. These third-party providers maintain their own compliance and privacy policies and Clover is not responsible in any way for the performance, security, or availability of their systems or services.

9.3 - Upgrades. To the extent Clover makes multiple plans available to You, You can upgrade plans at any time. Such upgrades will take effect in a reasonable time. You will be automatically charged, via the payment method You provided, for any and all fees based upon your selected upgrade.

9.4 - Taxes. You are responsible for determining and paying any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, income, and other taxes and/or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of the Service and the Site, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives. You also are responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to determine whether Taxes apply and are not responsible for calculating, collecting, reporting, or remitting any Taxes to any tax authority arising from any payment or financial transaction.

9.5 - Modification and Discount of Service & Fees. Clover may modify its billing practices, fee structure, late payment charges, or any other payment terms by providing You with prior written notice of the modification. Clover at its discretion may also offer discounts or special offers from time to time.

9.6 - Payment Issues.

10. RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of Clover.

11. INTELLECTUAL PROPERTY

11.1 - Clover Sites Materials. During the term of this Agreement, you may use the Clover Sites Materials only for their intended purpose. You may use other Clover Sites Materials only for your own internal purposes and solely as necessary for your use of the Service. "Clover Sites Materials" include Sites, any software (including without limitation developer tools, sample code, and software libraries), data, materials, content and printed and electronic documentation developed and provided by us to you for download from the Site including The Dashboard, or The Greenhouse. You may not, and may not attempt to, directly or indirectly:

11.2 - Trademarks. "Clover", "Clover Donations", "Cloversites", "Clover Sites", "The Greenhouse", "Clover Donation Center", "Echo Prayer", the Clover Icon, and other related designs, graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Clover Sites, Inc. (collectively, "Trademarks"). You may not use, absent our express written permission following your written request to use a particular mark, any of our Trademarks. All other trademarks not owned by Clover Sites that appear on the Site or in connection with the Service are the property of their respective owners, none of which are affiliated with, connected to, or sponsored by Clover. We may use your name, logo, service name or trademarks as designated by you solely as necessary to provide the Service contemplated herein. Such uses include, but are not limited to, hosting Sites and sending emails to Users on your behalf.

11.3 - Downloadable Materials. Materials that are made available to download from this Site are works subject to Clover Sites's copyrights. Except as provided for in the License, copying or reproduction of materials downloaded from Clover Sites's Site to any other server or location for further reproduction or redistribution is expressly prohibited unless such use is expressly provided for in a written agreement with Clover Sites. Without limiting the foregoing, any software downloaded from this Site is subject to the license terms of the applicable software license agreement. You may not download or install the software until you have read and accepted the terms of the applicable software license agreement.

11.4 - Reservations. Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to the Service, the Clover Sites Materials; our Trademarks; and any other technology and software that we provide or use to provide the Service and the Clover Sites Materials. This Agreement provides you with limited use and access rights as described herein. However, you do not, by virtue of this Agreement, acquire any ownership interest or rights in the Service, the Clover Sites Materials, our Trademarks, or such other technology and software provided by us.

11.5 - Public Content. You retain ownership of all the content that you upload to the Site. However, for content you have disclosed or will disclose to the public ("Public Content"), including content you add to Sites, you hereby grant Clover Sites rights and licenses to deal with the Public Content as reasonably necessary to carry out the purposes of the Service including a worldwide, royalty-free, non-exclusive, sub-licensable and transferable license to host, cache, cache, store, archive, index, crawl, create algorithms based thereon, modify or transcode the Public Content to appropriate media formats, standards or mediums as part of the services Clover Sites provides.

11.6 - Disclosure. Clover may be required to disclose information including disclosures to individuals asserting rights under the Digital Millennium Copyright Act, and You expressly authorize Clover to comply with any and all lawful notices, subpoenas, court orders, or warrants without prior notice to You.

12. TERM & TERMINATION

The initial term of this Agreement and these Terms will commence on the date that You complete the Sign Up or Purchase Process (or the first date on which you use the Service, whichever comes first) and will remain in effect for one year ("Initial Term").

If You fail to notify Clover of Your intent not to renew, this Agreement will be automatically renewed ("Renewal", "Renewal Term"), thirty (30) days prior to the end of the current Initial or Renewal Term for an additional period of one year at the Clover then-current rates and charges. If You agree to a Renewal Term, or fail to cancel the services as set forth herein, this Agreement will be renewed at the then-current rates and fees. Except as set forth in these Terms, neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its Terms.

12.1 - Your Rights. You may terminate this Agreement by closing your Account at any time. To terminate this agreement and close your account, you must notify Clover by phone, email, or U.S. mail. Any amounts owed to Clover Sites will be immediately due and payable upon termination and collected by us as described in this Agreement. You agree to keep your payment method active and funded sufficiently to cover amounts owed until Clover Sites has successfully debited Your account.

12.2 - Suspension or Termination by Us. We may terminate this Agreement and close your Account for any reason at any time with or without notice to you. Without limiting the foregoing, we may suspend the Service if (a) you have violated the terms of this Agreement (including any Policy), (b) you pose an unacceptable reputational, credit or fraud risk to us, or (c) you provide false, incomplete, inaccurate, or misleading information (including without limitation any registration information) or otherwise engage in fraudulent or illegal conduct.

12.3 - Other Rights. In addition to that rights set forth in Section 8.2, Clover reserves the right to terminate Your Service, or refuse to host or continue to host any web site which it believes, in its sole discretion:

Additionally, Clover reserves the right to review and remove any Site at any time for non-compliance with any of these Terms.

12.4 - Effect of Termination. We will not be liable to you for compensation, reimbursement, or damages on account of the loss of prospective goodwill, or on account of expenditures, investments, or commitments in connection with your use of the Service, or for any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Service Fees accrued prior to the termination and any other amounts you may have a legal obligation to pay us, or remove or otherwise nullify any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement.

12.5 - Deletion of Content. Upon any termination of the Service, Clover reserves the right to permanently delete from its servers any and all information and content contained in Your account or Service, including but not limited to order processing information, mailing lists, files, email, and any web pages generated by You or the Service. Clover accepts no liability for such deleted information or content. Clover, at its sole discretion may also alternatively archive your terminated site for any length of time it chooses. Your archived site will not be publically viewable, but its data and related files will remain on Clover’s servers. If you choose to re-activate your service, Clover may then re-activate your archived site, but is not mandated to do so. Re-activation will be handled on a case by case basis, and may be subject to additional reactivation or other fees.

12.6 - Waiver. You expressly waive any statutory or other legal protection in conflict with the provisions of this Section.

13. PRIVACY & CONFIDENTIALITY

13.1 - Stored Information. Clover Sites stores an Organization's transaction information ("Transaction Information") including: your Organization Bank Account Information; User passwords; and other information reasonably required to operate the Service. You agree that we may receive, store and use this information as is reasonably required to operate the Service. Notwithstanding this and any other terms of any agreement to the contrary between you or us, we may use, disclose and transfer information that we collect or process as part of the Service, during and after the term of this Agreement:

13.2 - Limits on Your Use of Information. In connection with the Service, you may have access to certain personal information, for example User names, e-mail addresses, and other personally identifiable information of Users (collectively, "User Personal Information"). You agree you will not, and will cause your affiliates not to, directly or indirectly:

13.3 - Confidential Information. During the course of your use of the Service, you may receive information relating to us or to the Service that is not known to the general public ("Confidential Information"). You agree that:

13.4 - Archive Information. Any or all information you submit or that we collect as part of the Service provided may be archived and not permanently deleted. Archived information may be restored or "unarchived" by us for any purpose for use at a later date, even after you cancel your Account, or terminate this Agreement as described in Section 12.

14. REPRESENTATIONS & WARRANTIES

14.1 - By You: You represent and warrant to us that:

14.2 - DISCLAIMER: THE SITE, THE DASHBOARD, THE GREENHOUSE, SITES, THE CLOVER SITES MATERIALS, AND THE SERVICE ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE, THE DASHBOARD, THE GREENHOUSE, SITES, THE CLOVER SITES MATERIALS, THE SERVICE, OR ANY APPLICATION UTILIZING THE SERVICE, INCLUDING WITHOUT LIMITATION THAT:

15. LIMITATION ON LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE DASHBOARD, THE GREENHOUSE, SITES, THE CLOVER SITES MATERIALS, THE SERVICE (INCLUDING THE INABILITY TO USE THE SERVICE), ANY APPLICATION USING OUR SERVICE, OR ANY SERVICES OR GOODS PURCHASED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR LINKED TO OR OTHERWISE INTEGRATED WITH THE SERVICE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AGGREGATE LIABILITY OF US OR OUR EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF PAYMENTS EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE MONTH OF THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

15.1 - In no event will we be liable to you for any failure or delay by us (or our employees, agents, or representatives) in performing our obligations under this Agreement, regardless of whether the failure or delay is caused by an event or condition beyond our control.

15.2 - The laws of certain states or other jurisdictions do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement. Our liability is limited to the greatest extent permitted by law.

16. INDEMNITY

You will indemnify and hold harmless us and our respective employees, directors, agents and representatives from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or in connection with the operation, condition or content, (Your Content) of Your website, Your conduct, Your use of the Service, the goods, services, or information provided, offered, or sold through Your use of the Service, any alleged violation of these Terms, including any applicable Clover Policies, law, or regulation, or any alleged violation of any rights of another, including but not limited to Your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Your use of the Service, including Internet graphical or nongraphical interface; any use of Internet facilities conducted or permitted by You; the conduct of any business, advertising, marketing, or sales in connection therewith; and any negligent or illegal act or omission of You or any of Your agents, contractors, servants, employees, or other users or accesses. We will also be held harmless of:

Clover reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse Your indemnity obligations.

16.1 - If notified of any allegedly infringing, defamatory, damaging, obscene, illegal, or offensive use or activity, Clover may (but shall not be required to) investigate the allegation, or refer it to You or a third party for investigation. Furthermore, Clover reserves the right to remove or request the removal of the applicable content from the Web page or any other text or item linked to the Internet. If You refuse such request, Clover may, at its option, immediately remove the subject Web page(s), Sites, or other text or item from the Internet, suspend the Services provided hereunder, or terminate this Agreement at will. Clover shall not be liable for any damages incurred by Customer as a result of such action.

17. COMMUNICATIONS

17.1 - Electronic Notices and Your Consent. We primarily communicate with you via your registered electronic address. By registering for the Service and accepting the terms of this Agreement, you affirmatively consent to receive notices electronically from us (your "Consent"). You agree that we may provide all communications and transactions related to the Service and your Account, including without limitation agreements related to the Service, amendments or changes to such agreements, disclosures, notices, transaction information, statements, policies (including without limitation notices about our Privacy Notice), responses to claims, User information, and other customer communications that we may be required to provide to you by law in electronic format (collectively, "Communications").

All Communications by us will be sent either:

All Communications will be deemed to be in "writing" and received by you when sent to you. You are responsible for creating and maintaining your own records of such Communications. You must send notices to us at the designated e-mail address(es) on the Site or through the submission forms on the Site. We reserve the right to discontinue or modify how we provide Communications at any time. We will make a reasonable effort to give you prior notice of any change. Your continued Consent is required to use the Service and your Account. To withdraw your Consent, you will need to close your Account.

17.2 - Requirements. To access, view, and retain Communications, you must have a computer with appropriate software and access to a personal, active e-mail account. You are responsible for any costs or fees associated with these requirements, including without limitation charges for telecommunications services. We will give you prior notice if we make a change to the requirements for receiving Communications.

17.3 - Other Forms of Communication. Clover in its discretion may send notifications to You when a form is filled out and submitted on Your site. Clover is not bound to provide such notifications, however, and shall not be liable in the event that a notification is not sent. It is Your duty to check Your website for submitted forms. Clover may also give the option to receive such notifications by text message or other form. If You select such method for notification, You are responsible for any fees charged by Your carrier, if any fees apply.

17.4 - Updating Your Information. As with all information that you provide to us for your Account, it is your responsibility to ensure that your phone number and e-mail address is accurate and remains current. To ensure that we are able to provide you with important Communications, you must update us through any of the methods provided, with any change in your e-mail address.

17.5 - Requesting Paper Copies. Communications will not be distributed in paper form under any circumstances except when required by law.

18. GENERAL PROVISIONS

18.1 - Governing Law and Venue. The Service, the Site, the Dashboard, The Greenhouse, and the Sites, are arranged, sponsored, and managed by us in the State of California, USA. The laws of the State of California govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. Any dispute relating in any way to your visit to the Site or any part of the Service in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $5,000 or the total cost of the Service proviced by Clover, shall be adjudicated in any state court in Ventura County, California or in any federal court of the Central District of California, Western Division, and you consent to exclusive jurisdiction and venue in such courts.

18.2 - Assignment & 3rd Party Beneficiaries. You may not assign or transfer any rights, obligations, or privileges that you have under this Agreement without our prior written consent. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns. Any assignment or transfer in violation of this section will be deemed null and void.

18.4 - No Waiver. We will not be considered to have waived any of our rights or remedies, or portion of them, unless the waiver is in writing and signed by us. Our failure to enforce the strict performance of any provision of this Agreement (including any Policy) will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of this Agreement (including any Policy).

18.5 - No Agency. Nothing in this Agreement is intended to or creates any type of joint venture, employee-employer, creditor-debtor, escrow, partnership, or any fiduciary relationship between you or us.

18.6 - Section Titles. The section titles and numbering of sections in these Terms are for convenience only and have no legal or contractual effect.

19. FORCE MAJEURE

Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the actions or inactions of Clover), provided that the delayed party:

If Clover is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, You may cancel the Service(s), but there shall be no liability on the part of Clover.

20. COPYRIGHTS & COPYRIGHT AGENTS

Clover respects the intellectual property of others, and we ask that You do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent with notice that includes the following information:

The Copyright Agent for notice of claims of copyright or other intellectual-property infringement can be reached as follows:

By mail:

Copyright Agent
c/o Clover Sites Inc.
905 Rancho Conejo, 2nd Floor
Newbury Park, CA 91320

By phone: (805) 527-8900
By email: copyright@cloversites.com

21. SUPPORT & ACCESS

21.1 - Limitations - Clover reserves the right to establish limiations on the extent of any support provided for the Service and does not provide support for third party tools utilized by any User in conjunction with the Service. Clover also may also limit at its discretion the hours at which the support will be available, and the means by which it is accessible.

21.2 - Technical Access. You acknowledge and agree that technical processing of Organization information and access to your Account at any time is and may be required:

You also acknowledge and agree that Clover may access Your account and its contents as necessary to identify or resolve technical problems, review Service performance or usage, or respond to complaints about the Service.

21.3 - Third Party Products or Services. If You give a Clover employee, agent or representative any log-in information related to a third party service or product, You will be deemed to have automatically consented to such Clover employee, agent or representative making changes related to such third party product or service. Clover is not responsible for any damage done as a result of those changes.

22. MODIFICATIONS TO AND DISCONTINUATION OF SERVICE

Clover reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Clover shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Service.

23. INTEGRATION AND SEVERABILITY

23.1 - This Agreement, including without limitation the Policies and the general terms and conditions of the Site, constitute the entire agreement of the parties with respect to the subject matter of this Agreement, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of this Agreement. Except as expressly provided in this Agreement, no modification or amendment of this Agreement will be binding on Clover Sites unless set forth in a writing signed by us.

23.2 - You also may be subject to additional terms and conditions that may apply when You use affiliate or other Clover services, third-party content, or third-party software applications.

23.3 - You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

23.4 - Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement remains in full force and effect.

24. SURVIVAL

With the exception of Sections 1, 3, and 17, the provisions of all Sections will survive any termination or expiration of these Terms.


WRITTEN/UPDATED: JUNE 1, 2015