Last updated: April 22, 2019

Please read these Terms and Conditions (these "Terms" or "Terms and Conditions") carefully before using the http://cloverly.com website (the "Service") operated by Cloverly, Inc. ("us", "we", "our" or "Cloverly").

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.

By accessing or using the Service, you agree to be bound by and comply with these Terms. If you disagree with any part of these Terms, then you do not have permission to access or use the Service. Any other rules or guidelines posted on the Service are hereby incorporated by reference into these Terms.

Intellectual Property and Use of the Service

The Service and all content, features and functionality provided on the Service, including, but not limited to, the text, graphics, layout, logos, video, audio and software, are and will remain the exclusive property of Cloverly and its licensors. The Service is protected by copyright, trademark and other laws of the United States. As a user of the Service, we grant you a limited, nontransferable, nonsublicensable, nonexclusive and revocable license to access and use the Service solely as permitted by these Terms. Except for this limited license, we do not grant you any other rights or licenses with respect to the Service, and such rights and licenses are expressly reserved to us and our licensors.

Use of the Service is solely for your personal use and/or the internal use of the entity on behalf of which you are accessing and using the Service. You may display or print copies of the content of the Service for such personal and/or internal use. You must retain any proprietary and copyright notices on such copies. You may not reproduce, duplicate, copy, broadcast, transmit, distribute, modify, publish, publicly perform, reuse, sell, trade, display or exploit any of the contents of the Service for any public or commercial purpose except with our prior written consent or the consent of the owners of the materials. You may not create derivative works of any of the contents of the Service, reverse engineer any of the contents of the Service or frame or otherwise use the contents in any other website. Except as expressly authorized by us or the applicable licensor, you agree not to modify, rent, lease, loan, sell, trade, distribute, transmit, broadcast, publicly perform or create derivative works based on the Service, content on the Service or the Service's software, in whole or in part. You also agree not to use modified versions of the Service's software, including, but not limited to, for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by us for use in accessing the Service. We may revoke the license granted in this Section at any time, with or without notice and with or without cause.

While using the Service, and unless expressly authorized by us or required by specific applicable law, you agree that you will not do the following:

You are responsible for obtaining access to the Service, and such access may involve third-party fees, such as internet service provider or airtime charges. You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Service.

You acknowledge and agree that we may access, preserve and disclose communications if required to do so by law or in the good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce these Terms; (iii) respond to any claims that any communication or content violates the rights of third parties; (iv) respond to your requests for customer service or (v) protect the rights, property or personal safety of Cloverly, the Service's users or the public.

You agree that all of Cloverly's trademarks, trade names, service marks, other logos, brand features and product and service names are the property of Cloverly (the "Marks"). The Marks may not be used or displayed in any manner (including, but not limited to, in connection with any product or service) without the prior written consent of Cloverly. Any third-party trademarks, trade names, service marks, other logos, brand features and product and service names used or referenced by us are and shall be the sole property of such third parties, and, unless expressly provided otherwise, such use or reference shall not indicate any sponsorship or endorsement of or affiliation with such third party.

Conduct on the Service

You agree not to use the Service to (i) upload, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or racially, ethnically or otherwise objectionable; (ii) impersonate any individual or entity, including, but not limited to, a Cloverly official, or falsely state or otherwise misrepresent your affiliation with any individual or entity; (iii) manipulate identifiers in order to disguise the origin of any content transmitted to the Service; (iv) upload, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; and/or (vi) interfere with or disrupt the Service or servers or networks connected to the Service or disobey any requirements, procedures, policies or regulations of networks connected to the Service.

Accounts

As a condition to using certain features of the Service, you will be required to create an account (an "Account"), which Account will include a username and password. If you create an Account, you agree to provide true, accurate, complete and updated registration information and maintain and promptly update your registration information to keep it true, accurate, complete and updated. If you provide information that is untrue, inaccurate, incomplete or not current, or we have reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current, we have the right to suspend or terminate your Account and refuse any and all current or future use of related features of the Service.

You are responsible for maintaining the confidentiality of your Account username and password and for the security of your Account. You are also fully responsible for all activities that occur under your Account. You agree to notify us immediately of any actual or suspected loss, theft or unauthorized use of your Account username or password. We will not be liable for any loss or damage arising from your failure to comply with this Section.

You acknowledge and agree that we may access, preserve and disclose your Account information if required to do so by law or in the good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce these Terms; (iii) respond to any claims that any communication or content violates the rights of third parties; (iv) respond to your requests for customer service or (v) protect the rights, property or personal safety of Cloverly, the Service's users or the public.

If you have registered and created an Account on the Service, and you no longer wish to maintain such Account, you may contact us at the following email address to request termination and deletion of your Account: [email protected].

Purchases

All purchases of any products or services made available through the Service ("Purchases") shall be governed by our terms of sale for such Purchases, which are hereby incorporated into these Terms.  

The Service may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties.

Availability, Errors and Inaccuracies

We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other websites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately or unavailable on the Service, and we cannot guarantee the accuracy or completeness of any information found on the Service.

We therefore reserve the right to change or update information and to correct errors, inaccuracies or omissions at any time without prior notice.

Third-Party Content and Links to Other Websites

Portions of the content and information provided on the Service may have been compiled from or posted by third-party sources. Our Service may also contain links to third-party websites or services that are not owned or controlled by Cloverly.

Cloverly has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third-party content, websites or services. We do not warrant the offerings of any third parties or their websites. Further, we do not warrant the accuracy, timeliness or appropriateness for any particular purpose of any third-party content or content on an outside website. Inclusion on the Service of any third party, third-party content or link to an outside website does not constitute any endorsement by Cloverly of the third party, any third-party content included on the Service, the third-party website or any of the content, products or services provided by a third party on any linked websites.

You acknowledge and agree that Cloverly 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 use of or reliance on any third-party content, goods or services available on or through any such third-party websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you use or visit.

Termination

We may terminate or suspend public access to the Service or parts thereof at any time, without prior notice or liability, in our sole discretion, for any reason whatsoever. Further, we may terminate or suspend your access to the Service or parts thereof at any time, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including, without limitation, a breach of these Terms.

Upon termination of your access to the Service or any part thereof, your right to use or access the Service, or such relevant part of the Service, will immediately cease. Termination of your access to the Service or any part thereof shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you may otherwise have to us or any third party. You agree that we shall not be liable to you or any third party for any termination of your access to the Service or any part thereof pursuant to this Section.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity provisions and limitations of liability.

Claims of Copyright Infringement

If you believe that the Service contains material which infringes upon your copyrighted work, or your intellectual property rights have been otherwise violated, please notify us by submitting the following information to the Service's designated copyright agent:

Submit the information above to the following designated copyright agent: [email protected].

Indemnification

You agree to defend, indemnify and hold harmless Cloverly, its affiliates and licensors, and their respective employees, contractors, agents, shareholders, members, officers, managers, partners and directors (the "Indemnified Parties") from and against any and all claims, damages, obligations, losses, liabilities, suits, settlements, judgments, costs, debts and expenses (including, but not limited to, attorneys' fees) ("Claims") resulting from or arising out of (i) your use, misuse or access of the Service, (ii) your breach of these Terms, (iii) your violation of any law or the rights of a third party or (iv) content you submit, transmit or otherwise make available through the Service. The Indemnified Parties shall be entitled to participate in the defense of any such Claim without waiving or reducing any of your obligations under this Section. You shall also indemnify the Indemnified Parties for any expenses incurred in enforcing this Section.

Limitation of Liability

You expressly understand and agree that under no circumstances shall we be liable to you on account of your use or misuse of and reliance on the Service or content contained on the Service. Such limitation of liability shall apply to prevent recovery of direct, indirect, incidental, special, consequential, exemplary and punitive damages (even if we have been advised of the possibility of such damages or if such damages could have been foreseen). Such limitation of liability shall apply whether the damages arise from (i) use or misuse of or reliance on the Service or content contained on the Service, (ii) the interruption, suspension or termination thereof, (iii) any conduct or content of any third party on the Service and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including, without limitation, negligence) or any other legal theory and even if a remedy set forth herein is found to have failed of its essential purpose. To the fullest extent permitted by law, we shall not be liable for any loss of money, profits, revenue, data, use, goodwill, reputation or other intangible losses arising out of your use of the Service.

Disclaimer

Your use of the Service is at your own risk. The Service and the content included on the Service are provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, and we expressly exclude, and you expressly waive, all express, implied or statutory warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, to the fullest extent permitted by law.

Cloverly, its affiliates and its licensors do not warrant that (i) the Service will function uninterrupted, secure or available at any particular time or location; (ii) any errors or defects will be corrected; (iii) the Service is free of viruses or other harmful components; or (iv) the results of using the Service will meet your requirements. No advice or information, whether oral or written, obtained by you from us or through or from the Service shall create any warranty not expressly stated in these Terms.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability, so the limitations above may not apply to you or may be limited in their applicability to you.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Alabama, United States, without regard to its conflict of law provisions. By using the Service, you consent to the jurisdiction of the state and federal courts located in Jefferson County, Alabama.

Miscellaneous Provisions

We reserve the right, without limiting any other remedies available to us, to take appropriate legal action for any illegal or unauthorized use of the Service. No claim shall be brought against Cloverly more than one (1) year after the earliest of (i) your last use of the Service, (ii) the date the claim arises or (iii) the termination of these Terms. The foregoing time period shall not operate to extend any applicable statute of limitations on such claim. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights or provisions. We do not guarantee that we will take action against all breaches of these Terms. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. Except as expressly provided otherwise herein, these Terms, as modified from time to time, constitute the entire agreement between you and Cloverly regarding the Service and supersede and replace any prior agreements, understandings, representations or communications, written or oral, between you and Cloverly regarding the Service, including any prior version of these Terms. These Terms are not assignable, transferable or sublicensable by you, except with our prior written consent. We may assign these Terms, in whole or in part, at any time, in our sole discretion, without your consent. No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these Terms. You do not have any authority of any kind to bind Cloverly or the Service in any respect whatsoever.

Changes to the Service

We retain the right to change the form and functionality of the Service with or without notice to you. We also retain the right to create limits on and related to use of the Service in our sole discretion at any time with or without notice. We may change, suspend or discontinue any parts of or the entire Service at any time, including the availability of any product, service, feature or content. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service or any part thereof. Unless explicitly stated otherwise, any modifications to the current Service shall be subject to these Terms.

Changes to These Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time by posting the updated Terms on the Service. All amended terms shall automatically be effective after they are initially posted on the Service. If a revision is material, we may provide notice of such revision 30 days prior to any new terms taking effect; provided, however, that what constitutes a material change will be determined at our sole discretion. These Terms may not be otherwise amended except in a writing signed by you and an authorized representative of Cloverly.

Please review these Terms from time to time to ensure that you are aware of any changes. You are responsible for reviewing and becoming familiar with any modifications to these Terms. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Contact Us

If you have any questions about these Terms, please contact us at [email protected].