Updated July 1, 2016
Thank for visiting kloverpoint.com (the “Site”). By visiting this Site and using any of the services available, you agree to the following terms and conditions.
1. USE OF SERVICES
Kloverpoint is providing you with certain services (the “Services”) through the Site provided that you are of legal age to form a binding contract in your applicable jurisdiction. In order to receive or access certain Services available through the Site, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or your continued use of the Services. If you choose to register as a member to use the Services available through the Site, you will be asked to check a box or click “I Agree” to indicate that you have read and agree to be bound by the terms and conditions of this Agreement. You are responsible for maintaining the confidentiality of your user login information and account password, and you are responsible for all activities that occur under your account. You agree to immediately notify Kloverpoint of any unauthorized use of your password or account or any other breach of security. Kloverpoint cannot and will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your login information and/or password secure. When using the Services available through the Site, you agree to comply with your own local laws and regulations regarding online conduct and acceptable content, including laws regulating the export of data to and from your country of residence.
2. SERVICE AVAILABILITY
Kloverpoint uses reasonable endeavours to ensure that the Services available through the Site are available 24 hours a day 7 days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of Kloverpoint. Every reasonable step will be taken by us to minimize such disruption where it is within the reasonable control of Kloverpoint. You agree that Kloverpoint shall not be responsible or liable to you for the deletion or failure to store or make available any content and other communications maintained or transmitted through the Site, or any modification, suspension or discontinuance of the Services. You acknowledge that Kloverpoint reserves the right, in its sole discretion, to limit your activity and use of the Services available through the Site or any other resources you may use. Kloverpoint reserves the right to terminate, suspend, or limit certain features or functionality of your account based on usage that exceeds any limits established by us. You may elect to purchase other Services or resources that may be available and offered by Kloverpoint. Payments for such purchases are non-refundable. Upon the termination of your account, you may no longer be able to retrieve content contained in your account.
You agree that you are responsible for your own conduct when using any of the Services available through the Site, and for any consequences thereof. Kloverpoint reserves the right, but shall not be obligated, to pre-screen, refuse, or remove any content that you have uploaded to your account. You understand that by visiting the Site and using the Services, you may be exposed to content that you may consider to be offensive, objectionable, or indecent. You agree that visiting the Site and your use of any of the Services is at your own risk. You agree NOT to use the Site and Services: (a) for any unlawful purposes or the promotion of any illegal activities, including without limitation, that may be threatening, obscene, libellous or defamatory, harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (b) to upload, post, or otherwise transmit or communicate any files or content that you do not have the right to transmit or communicate under any contractual or fiduciary relationship or which infringes any copyright, trade mark, patent or other intellectual property right; (c) to harm minors in any way, including, but not limited to, content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct; (d) to upload any threatening, obscene, pornographic or profane material, or any other material that could give rise to any civil or criminal liability under applicable law; (e) to forge headers or otherwise manipulate identifiers in order to disguise the origin of any files or content transmitted through the Services; (f) to attempt to upload and files or content by any method to another user’s account without permission; (g) to upload, post, or otherwise transmit any files or content which is likely to cause harm to Kloverpoint or anyone else's computer systems, including without limitation any virus, code, worm, Trojans, data or other files or programs designed to damage or allow unauthorized access to the Services which may cause any defect, error, malfunction or corruption to the Services provided through the Site; (h.) to impersonate any person or entity, or otherwise to misrepresent your affiliation with a person or entity while using the Services; (i) to collect, intercept or harvest user names, to collect, intercept or store personal data about other visitors of the Site or users of the Services, or to solicit or attempt to discover a user's password, user name or other registration information without the user's express knowledge and consent; and (j.) to reproduce, duplicate, copy, or resell the Services available through the Site or any portion of thereof.
The user who creates a Kloverpoint account is referred to here as the “Account Owner”. The Account Owner will have access and control over its Kloverpoint account and is responsible for maintaining the confidentiality of its account and password. If the Account Owner wishes to share its Kloverpoint Username and Password to allow others to gain access to its Kloverpoint Account, the Account Owner agrees that BY SHARING ITS KLOVERPOINT USERNAME AND PASSWORD, THE ACCOUNT OWNER AGREES TO BE RESPONSIBLE FOR ASSURING THAT ANY USERS OF THE ACCOUNT COMPLY WITH THE TERMS OF THIS AGREEMENT AND THAT THE ACCOUNT OWNER SHALL BE RESPONSIBLE FOR THE ACTIONS OF ITS ACCOUNT USERS.
6. COPYRIGHT RESTRICTION
The Services and any software (the “Software”) created by Kloverpoint used in connection with those Services are provided by Kloverpoint and contains copyrighted material, trade secrets and other proprietary and confidential material that is protected by applicable intellectual property and other laws and treaties. Subject to the terms and conditions of this Agreement, Kloverpoint grants to you a limited, non-transferable and non-exclusive right and license to use the Software and the Services made available to you through the Site. You shall not directly, and shall not attempt to allow or assist any third party to, modify, reverse engineer, disassemble or decompile the Software, nor shall you create any derivative works or other works that are based upon or derived from the Software or any of the Services in whole or in part. Kloverpoint retains sole and exclusive ownership of all right, title and interest in and to the Software and the Services provided through the Site and all Intellectual Property rights relating thereto including without limitation Kloverpoint’s name, any Kloverpoint logos and graphic files that represents the Software and/or the Services provided through the Site. You further agree not to remove, obscure, or alter any Kloverpoint or any third party copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software, the Services or the Site. You acknowledge and agree that third parties, including other Kloverpoint users, may own right, title and interest in and to the files and any content hosted on the Site or otherwise presented to you through the Services available through the Site, and that the files and content may be protected by applicable intellectual property and other laws and treaties. Copyright law and international copyright treaty provisions protect all parts of the Software and the Services available through the Site. No program, code, part, image, or text may be copied or used in any way by you except as intended within the bounds of this Agreement. All rights not expressly granted hereunder are reserved for Kloverpoint.
7. FILE/CONTENT RIGHTS AND SHARING
Kloverpoint does not claim ownership rights or control over any files or content contained in your account, submitted, posted or displayed by you through the Services on the Site. You, or the applicable third party licensor, retain all patent, trademarks, and copyright to any files and content you submit, post, or display through the Services and you are responsible for all of the files and content you upload, share or copy using the Services. You must either own all right, title and interest in and to the copyrights in the files and content or have express permission from the copyright owner to copy and use such files and content for all purposes related to the Services provided through the Site, and that such files and content do not violate or infringe upon the rights (including other intellectual property rights, privacy, moral or publicity rights) of others. You are responsible for protecting those rights. By submitting, posting or displaying any files and content through the Services on the Site, whether for private or public purposes, you grant Kloverpoint a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and display/publish such files and content through the Services on the Site. The Services allows you to share your files and content with other Kloverpoint members and/or the general public. Please note that when you share your files and content, you are allowing the recipients to view and share those files and content with others and/or allow them to copy such files and content. Kloverpoint reserves the right to pre-screen, refuse to accept, post, remove, display or transmit any files and content in its sole discretion.
8. ADVERTISING AND LINKS
Some Services available through the Site are supported by advertising revenue and may display advertisements and promotions on the Site. The manner, mode and extent of advertising by Kloverpoint through its Services are subject to change at any time. You agree that Kloverpoint shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers on the Site. Kloverpoint may provide, or third parties may provide, links to other Internet sites or resources. Because Kloverpoint has no control over such sites and resources, you acknowledge and agree that Kloverpoint is not responsible for the availability of such external websites or resources or the content or policies that govern the use of those websites. Furthermore, Kloverpoint does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Kloverpoint 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 such advertising content, goods or services available on or through any such site or resource, nor will Kloverpoint accept any responsibility for any viruses, worms, Trojan horses or other forms of destructive malware that may infect your computer systems as a result of your use of any third party websites.
9. KLOVERPOINT SUBSCRIPTIONS
By purchasing a Kloverpoint subscription, you acknowledge that you are subscribing to our Service and agree to be charged the applicable subscription fees. In order to purchase a Kloverpoint Subscription, you must already be a registered user with a Kloverpoint Account. Kloverpoint may offer a number of different subscription plans, including promotional subscriptions or subscriptions with various features and functionality or limitations. Kloverpoint reserves the right to modify, terminate or otherwise amend the Kloverpoint Subscription plans that may be offered. When you upgrade to a Kloverpoint Subscription, your Kloverpoint account should be updated immediately pending confirmation of your upgrade payment. Please allow up to two (2) business days for Kloverpoint to verify and process your Kloverpoint Upgrade Subscription purchase and to update your Kloverpoint account.
10. KLOVERPOINT SUBSCRIPTION BILLING
11. KLOVERPOINT SUBSCRIPTION RENEWAL
You will be entitled to renew your Kloverpoint Subscription for successive renewal periods upon payment of the then-current renewal subscription fee. You may cancel your Kloverpoint Subscription at any time by contacting us.
12. KLOVERPOINT SUBSCRIPTION CANCELLATION POLICY
You are entitled to cancel your Kloverpoint Subscription at any time and without further charge. Should you wish to cancel your Kloverpoint Subscription, please contact us and provide the following information:
• Kloverpoint User Name
• First Name
• Last Name
• Email Address
You will receive a cancellation confirmation letter from us. Please allow 2-3 business days to process your cancellation request. If you cancel your Kloverpoint Subscription prior to the expiration of your then-current term, you will not be eligible nor will you receive a prorated refund or any portion of the subscription fee paid for the then-current subscription period, however, you may continue to use your Kloverpoint Subscription and all the applicable features and functionality until the end of your then-current subscription term. Once your Kloverpoint Subscription upgrade period has ended, you will no longer have access to or will you be able to use any of the features and/or functionality available through a Kloverpoint Subscription upgrade.
13. KLOVERPOINT SUBSCRIPTION REFUND POLICY
Kloverpoint Subscriptions can be cancelled at any time by contacting us. No refunds will be provided for any purchase of any Kloverpoint Subscription, nor will Kloverpoint provide refunds or credits for any partial subscription periods.
14. LIMITATION OF LIABILITY/INDEMNIFICATION
Information on this Site may contain technical inaccuracies or typographical errors although Kloverpoint will make commercially reasonable efforts to maintain and review all its content. Information and/or products available on this Site may be changed or updated at any time without notice to you. You will indemnify, hold harmless, and defend Kloverpoint, its employees, directors, officers, and authorized agents against any and all claims, proceedings, demand and costs (including litigation costs and attorneys’ fees) resulting from or in any way connected with your use of the Software and/or the Services, any files and content that you upload through to the Site through the Services that breaches any third party intellectual property rights, or your breach of any of the terms and conditions of this Agreement. IN NO EVENT (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF NEGLIGENCE) WILL KLOVERPOINT, ITS EMPLOYEES, DIRECTORS, OFFICERS, OR AUTHORIZED AGENTS BE LIABLE FOR ANY ACTUAL, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, OR PECUNIARY LOSS), IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, THE SERVICES, OR THE USE OR INABILITY TO USE THIS SITE, THE SOFTWARE OR THE SERVICES, OR THE FURNISHING, PERFORMANCE OR USE OF ANY OTHER MATTERS HEREUNDER WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER THEORY INCLUDING NEGLIGENCE, EVEN IF KLOVERPOINT IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. DISCLAIMER OF WARRANTIES
YOUR USE OF THIS SITE, THE SOFTWARE AND THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES EXCEPT AS OTHERWISE SPECIFIED HEREIN. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KLOVERPOINT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. KLOVERPOINT DOES NOT WARRANT THAT (I) THE SITE, THE SOFTWARE OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SITE, THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, THE SOFTWARE OR THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER RELATERD MATERIALS PROVIDED OR OFFERED THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE SITE, THE SOFTWARE OR THE SERVICES WILL BE CORRECTED. ANY FILES AND CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH FILES AND CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KLOVERPOINT, THROUGH THE SITE, OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
17. GOVERNING LAW
This Agreement shall be governed exclusively by the laws of the Province of British Columbia and the laws of Canada applicable therein except any principles regarding conflicts of law rules and the United Nations Convention on Contracts for the International Sale of Goods. You hereby irrevocably attorn and submit to the exclusive jurisdiction of the courts of Victoria, British Columbia, and any competent Courts of Appeal therefrom. The failure of Kloverpoint to exercise or enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by you of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect Kloverpoint’s ability to enforce each and every such provision thereafter. If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any other provisions.
18. NOTICE AND AMENDMENT TO TERMS
Kloverpoint reserves the right to amend the terms and conditions of this Agreement at any time. If you have registered as a member to access the Services available through the Site, we shall notify you of any material changes to this Agreement by email sent to the address you have provided during your account registration process. Notification of any changes will also appear in a prominent location on the Site. Your accessing of the Site and continued use of the Services constitutes your acknowledgement and acceptance of any modified terms to the Agreement.
19. ENTIRE AGREEMENT
The Terms of Service and Website Use (including any policies, guidelines or amendments that may be presented to you from time to time) constitute the entire agreement between you and Kloverpoint and govern your use of the Site, the Software, and Services, superseding any prior agreements between you and Kloverpoint. You also may be subject to additional terms and conditions that may apply when you use any other current or future Services made available through the Site.