Clover Virtual Goods And Currency Terms Of Use

Last Updated: March 3, 2014

PLEASE READ THESE VIRTUAL GOODS AND CURRENCY TERMS OF USE ("VGC TERMS") CAREFULLY. BY OBTAINING OUR VIRTUAL GOODS AND/ OR CURRENCY, YOU AGREE TO BE BOUND BY THESE VGC TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE VGC TERMS, PLEASE DO NOT PURCHASE OR USE OUR VIRTUAL GOODS OR CURRENCY.

Clover Inc. or its subsidiaries or affiliated companies (collectively, "us", "we" or "Clover") will make Virtual Goods available for use only on www.clover.co ("Clover Site") or Clover applications (e.g., the Clover iOS app) ("Clover Software") (collectively, the "Clover Services"). Your purchase and use of Virtual Goods (as defined below) and Clover Coins (as defined below) through the Clover Services are governed by these VGC Terms. Capitalized terms not defined in these VGC Terms have the meanings given in our Terms of Use located at www.clover.co/termsofuse. These VGC Terms set out the legally binding terms for your purchase and use of our Virtual Goods and Clover Coins and may be modified by us from time to time by posting the modified VGC on the Clover Services. The VGCTerms will always show the 'last updated' date at the top of the VGC Terms. Any modifications to the VGC Terms shall apply to any purchases made by you after such changes are posted. Please review these VGC Terms prior to each purchase that you make so you will always understand the particular VGC Terms applicable to your transaction.

There are several kinds of paid Clover Services. Firstly, you may purchase virtual currency ("Clover Coins") for use with the Clover Services for the amounts set forth in the Clover Software. You may also from time to time, obtain Clover Coins or other virtual items by engaging in certain actions that we identify on the Clover Services (e.g., by downloading third party apps). Clover Coins and such other virtual items are referred to collectively as "Virtual Goods." Secondly, you may purchase subscriber-level access that unlocks premium features and enhancements of the Clover Services (a "Subscription") for the amounts set forth on the Clover Software. Please refer to the Clover Terms of Use for more information on Subscriptions and applicable terms.

From time to time, we may also offer free trials or other Promotions as defined in our Terms of Use. As an example, we may provide you, for a time limited basis, with Clover Coins without charge. Any such virtual currency is subject to these VGC Terms and any additional terms applicable to any Promotions as we may provide.

1. Purchases

To purchase any of our virtual products or services, you must be a registered User of the Clover Services (a "Clover Account") and comply with these VGC Terms (including the Clover Terms of Use). You acknowledge that you are responsible for maintaining the security of, and restricting access to, your Clover Account, and you agree to accept responsibility for all purchases and other activities that occur under your Clover Account. Clover reserves the right to (a) disable any User's use of or access to the Clover Services, including the location information or profiles of other Users, or (b) terminate any User's Clover Account, for any reason and without any notice and in our sole discretion.

2. Payment

All purchases of Virtual Goods or Clover Coins will be made by you through your Google Play account and/or Apple iTunes account (your "Third Party Account"). Clover does not receive or process payments or credit card information directly. All purchases and payments are final. The prices for Clover Services are subject to change without notice.

3. Clover Coins

In our sole discretion, we may offer you the opportunity to obtain and redeem Clover Coins for use with the Clover Services, for example, when registering for a Clover Account. For clarity, Clover has no obligation to continue offering any feature or function through the Clover Services, including any feature or function that enables the use or redemption of Clover Coins.

The Clover Coins may be redeemed solely by Clover for use with the Clover Services. The Clover Coins cannot be transferred to any other User or third party, cannot be redeemed for cash or other physical goods such as gift cards and are non-refundable. While you must buy Clover Coins via a Third Party Account, the Clover Coins are not redeemable for content or services offered by any carrier.

Clover Coins that are obtained without charge, may expire, be redeemed or removed from your Clover Account or be subject to other limitations at Clover's sole discretion, including without limitation the actions described above if your Clover Account becomes inactive or is deactivated.

If you deactivate your Clover Account pursuant to the Clover Terms of Use, your ability to redeem Clover Coins may be terminated, without any right to refund or any other compensation for you. Please note that if we cancel or terminate access to your Clover Coins following any violation by you of these VGC Terms or the Clover Terms of Use, your right to use your Clover Coins will immediately cease.

Further, we may suspend or otherwise limit your access to your Clover Coins if we suspect, in our sole discretion, fraudulent, abusive or unlawful activity associated with your Clover Account. When we suspend your Clover Account, your right to use your Clover Coins immediately ceases.

We may limit your use of the Clover Coins service by applying limits to: (i) the number of Clover Coins that you may have credited to your Clover Account at one time; (ii) the number of Clover Coins that you may redeem within a given time period (e.g., within a twenty-four (24) hour period); (iii) the number of Promotional Clover Coins that you may obtain in connection with a single Promotion; and (iv) other features and uses determined by us in our sole discretion.

Please note if we post Clover Coins to your Clover Account for an activity that is subsequently voided or canceled or that involves a returned item, then we will remove those Clover Coins from your Clover Account. It is your responsibility to monitor your Clover Account to verify that we have properly posted your Clover Coins to your Clover Account. If you believe that you have validly acquired Clover Coins that we have not posted to your Clover Account, then you must contact us within one hundred twenty (120) days after the date that you claimed to have acquired those Clover Coins. We may require reasonable documentation to support your claim.

4. Virtual Goods

Clover offers you the opportunity to redeem Clover Coins for access to certain Virtual Goods through the Clover Services. As part of these Clover Services, and subject to the Clover Terms of Use and these VGC Terms, we grant you a limited, non-transferable, revocable license to use the Virtual Goods through the Clover Services and send them to other Users for use through the Clover Services. Regardless of the use of the terms "purchase," "buy," "sell," "order" or the like on the Clover Services or in these VGC Terms, you do not own any Virtual Goods and acknowledge that the Virtual Goods are a service of Clover and that you have only a license to use the Virtual Goods in accordance with these VGC Terms. All use of the Virtual Goods is for personal, non-commercial use only. We will use commercially reasonable efforts to make Virtual Goods you have purchased available for use within a reasonable period of time after your purchase. We may cancel our offering of Virtual Goods, and your license to any Virtual Goods, if you violate the Clover Terms of Use, these VGC Terms or deactivate your Clover Account, our offering of Virtual Goods, and your license to any Virtual Goods, without any right to compensation for you.

The existence of a particular Virtual Good available for redemption with Clover Coins at a particular time is not a commitment by us to maintain or continue to make the specific Virtual Good available in the future. We may revise, discontinue, or modify Virtual Goods at any time without notification to you. We will have no liability of any kind if a Virtual Good that you have requested is unavailable.

The length of time you or your recipients may have access to Virtual Goods that you purchase will be determined by us in our sole discretion. All images and other content included as part of Virtual Goods form part of our Proprietary Materials (as defined in the Clover Terms of Use) and is subject to all terms and conditions regarding such Proprietary Materials as set forth in the Clover Terms of Use. In addition, any Messages (as defined in the Clover Terms of Use) or other content that you may include with Virtual Goods must comply with all the terms regarding content as set forth in the Clover Terms of Use. Without limiting any of the foregoing, neither you nor any potential recipient of a Virtual Good may reproduce, distribute, transfer, modify or otherwise use Virtual Goods in any manner other than as expressly authorized by Clover.

5. Errors

While we attempt to be as accurate as possible and eliminate errors associated with the Clover Services, we do not warrant that any product, service or description, photograph, pricing or other information is accurate, complete, reliable, current or error-free.

6. DISCLAIMERS

ALL PRODUCTS AND SERVICES MADE AVAILABLE THROUGH THE CLOVER SERVICES, INCLUDING CLOVER COINS AND VIRTUAL GOODS, ARE PROVIDED "AS-IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CLOVER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, ARISING FROM STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THE CLOVER COINS AND VIRTUAL GOODS, INCLUDING ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, TITLE, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

CLOVER DOES NOT REPRESENT AND WARRANT THAT (A) YOUR USE OF THE CLOVER COINS OR VIRTUAL GOODS WILL BE SECURE, UNINTERRUPTED, COMPLETE, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, (B) ANY DEFECTS IN THE CLOVER COINS OR VIRTUAL GOODS WILL BE CORRECTED OR (C) THE COINS AND VIRTUAL GOODS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLOVER DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE CLOVER COINS OR VIRTUAL GOODS OR THE DELIVERY OF ANY CLOVER COINS OR VIRTUAL GOODS.

CLOVER DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY CLOVER COINS OR VIRTUAL GOODS OR ANY RESULTS FROM YOUR USE OF THE CLOVER COINS OR VIRTUAL GOODS. UNDER NO CIRCUMSTANCES WILL CLOVER BE RESPONSIBLE FOR ANY LOSSES, DAMAGES OR HARM OF ANY KIND RESULTING FROM YOUR USE OF THE CLOVER COINS OR VIRTUAL GOODS.

7. Limitation of Liability

You hereby waive and agree not to assert any claims or allegations of any nature whatsoever against Clover, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the "Released Parties") arising out of or in any way relating to your use of the Clover Coins or Virtual Goods, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use of the Clover Coins or Virtual Goods. Your use of the Clover Coins and Virtual Goods is entirely at your own risk.

Without limiting any of the foregoing, neither Clover nor any other Released Party shall be liable to you for any direct, special, indirect, exemplary, consequential, punitive damages, or any other damages of any kind, including but not limited to loss of use, loss of profits, loss of data, loss of good will, data, or other intangible losses or other economic loss, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with your use of the the Clover Coins or any Virtual Goods, including without limitation any damages caused by or resulting from: (i) your use or inability to use the Clover Coins or any Virtual Goods; (ii) any third party claims that the use by you of any of the Clover Coins or Virtual Goods violates any third party intellectual property right or privacy right; (iii) any failure of performance of the Clover Coins or any Virtual Goods, whether related to mistakes, errors, omissions, interruptions, defects, delays in operation or transmission, deletion of files or email, computer viruses or any failure of performance (whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Clover or any other Released Party's records, programs or services); or (iv) any other matters relating to the Clover Coins or Virtual Goods, based in contract, tort, negligence, strict liability, fundamental breach, failure of essential purpose or otherwise, whether or not Clover had any knowledge, actual or constructive, that you might incur such damages.

IN NO EVENT WILL THE TOTAL LIABILITY OF CLOVER OR THE RELEASED PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE CLOVER COINS OR VIRTUAL GOODS EXCEED THE GREATER OF THE AMOUNT YOU HAVE PAID TO CLOVER FOR USE OF THE CLOVER COINS OR VIRTUAL GOODS OR FIFTY (CDN$50) CANADIAN DOLLARS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLOVER AND YOU.

8. Indemnity

You shall fully defend, indemnify and hold harmless Clover and the other Released Parties from any losses, damages, liabilities, costs, expenses (including legal fees), claims and proceedings arising out of your use (or the use by any person to whom you have given access to your Clover Account) of any Clover Coins or Virtual Goods or any termination or suspension of your Clover Account or right to use Virtual Goods or Clover Coins or any violation of these VGC Terms, the Clover Terms of Use, of any law or the rights of any third party.

9. Applicable Law; Jurisdiction

All disputes, claims or other matters arising from or relating to your use of the Clover Coins, Virtual Goods and these VGC Terms will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding the application of any conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these VGC Terms.

10. Dispute Resolution

Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of or relating to these VGC Terms, Clover Coins or Virtual Goods (collectively, a "Claim") will be referred to and determined by a sole arbitrator (to the exclusion of the courts) pursuant to the Arbitration Act, 1991 (Ontario) as the same may be amended from time to time.

Accordingly, except where prohibited by applicable law, you hereby waive any right that you may have to commence or participate in any class action against Clover related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Clover. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data.

If arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario.

You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

If you choose to obtain Clover Coins and/or Virtual Goods from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Clover and the other Released Parties for your failure to comply with any such laws.

11. Miscellaneous

These VGC Terms constitute the entire agreement between you and Clover regarding the subject matter set forth herein, and supersede all prior and contemporaneous agreements regarding the same. If any provision of these VGC Terms is held illegal, void, invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the remaining provisions will continue in full force and effect. These VGC Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Clover without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. The failure of Clover to exercise or enforce any right or provision in these VGC Terms shall not operate as a waiver of such right or provision. In the event of a conflict between these VGC Terms and the Clover Terms of Use with respect to the terms of conditions of the Clover Coins or any Virtual Good, these VGC Terms shall be controlling.

12. Language of these VGC Terms

The language of these VGC Terms is English. The English language version of these VGC Terms will govern your relationship with Clover.

13. Questions and Comments

If you have any questions regarding these VGC Terms or your use of Clover Coins or Virtual Goods, please contact us at:

Clover Inc.
1725 Avenue Rd.
PO Box 70059
Toronto, Ontario M5M 0A0
Attention: VGC Terms Of Use
Email: support@clover.co