Last updated May 12th, 2021
These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Clvrly Learning, Inc., doing business as Grove XR ("Grove XR", “we”, “us”, or “our”), concerning your access to and use of the Grove XR website (the “Site”), our Grove Launcher VR application, as well as any other media form, media channel, mobile website or VR application related, linked, or otherwise connected thereto (collectively, the "Service"). BY CLICKING “I ACCEPT,” OR BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT BY YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE OR SERVICE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Except for certain kinds of disputes described in Section XVI, you agree that disputes arising under these Terms of Service will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND GROVE XR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section XVI.)
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Service to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Site or Service after the date such revised Terms of Service are posted. If you do not wish to continue the Service under the new version of the agreement, you may terminate your account by contacting us at email@example.com (ATTN: Account Deletion). Any outstanding payments will be subject to cancellation terms outlined herein or in the Service plan.
The information provided on the Site or Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site or Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Site or Service is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site or Service. By agreeing to these Terms of Service, you represent and warrant to us that: (a) you are at least 18-years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms of Service on your behalf represents and warrants that they have authority to bind you to these Terms of Service and you agree to be bound by these Terms of Service.
To the extent that Grove processes any personal data on your behalf in providing the Service that is subject to Data Protection Law (as defined in the Data Processing Addendum), the parties shall be subject to and comply with the terms of Grove’s Data Processing Addendum, which are hereby incorporated into and form an integral part of these Terms of Service.
Unless otherwise indicated, the Site and the Service are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics thereon (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Service, no part of the Service and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Provided that you are eligible to use the Service, you are granted a limited license to access and use the Service and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, Service, the Content and the Marks.
By using the Site or Service, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Service; (4) you will not access the Site or Service through automated or non-human means, whether through a bot, script or otherwise; (5) you will not use the Site or Service for any illegal or unauthorized purpose; and (6) your use of the Site or Service will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site or Service (or any portion thereof).
You may be required to register with the Site and/or Service. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
Grove XR makes available the services through paid subscriptions ("Paid Subscriptions"), a free plan ("Free Plan"), and trial plans ("Trial Plans"). The current plans and subscriptions are reflected at https://grove.us/pricing. Your permitted scope of use (such as features available, permitted number of headset licenses, and other usage limits) depends on the plan you select. Certain options are provided to you free-of-charge, and other options require payment under a Paid Subscription before you can access them (the "Paid Subscriptions").
We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services in conjunction with or through Grove XR's services. We are not responsible for the products and services provided by such third parties. We reserve the right to modify, terminate or otherwise amend our offered subscription plans and promotional offerings at any time in accordance with these Terms of Service.
You may purchase a Paid Subscription by paying a subscription fee in advance on a monthly basis or other recurring interval agreed upon by you and Grove XR (the “Subscription Period”) (ex. monthly Paid Subscriptions will automatically renew month-to-month; annual Paid Subscriptions will automatically renew for an additional year). You agree that Grove XR may charge to your credit card or other payment mechanism selected by you and approved by Grove XR all amounts due and owing for the services.
Each Paid Subscription shall automatically renew for the same interval as the then-current Subscription Plan period unless either party gives the other written notice of termination at least thirty (30) days prior to the expiration of the then-current Subscription Plan period. You may cancel your subscription at any time. The cancellation will take effect the day after the last day of the current Subscription Plan period, and you will be downgraded to Grove XR’s "Free Plan". When we process any refund, we will refund amounts using the method you used for payment. We do not provide refunds or credits for any partial Subscription Plan periods.
Grove XR may change the price for the Paid Subscriptions, including recurring subscription fees, from time to time and will communicate any price changes to you in advance and, if applicable, how to accept these changes. Price changes will take effect at the start of the next Subscription Period following the date of the change announcement. If you do not agree with a price change, you have the right to reject the change by cancelling your Paid Subscription prior to the price change going into effect. Subject to applicable law, you accept the price changes by continuing to use Grove XR's services after the price change takes effect.
If you are unsatisfied with our services, please email us at firstname.lastname@example.org (ATTN: Cancellation Request) or call us at +1(415) 508-8131.
Grove XR may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate (a "Trial Plan") solely for evaluation of the Service. Such Trial Plans may be available for up to 14 days and for up to 50 devices. Contact email@example.com for more information. Grove XR may determine, in its sole discretion, your eligibility for a Trial Plan, and withdraw or modify a Trial Plan at any time without prior notice and with no liability to the extent permitted under applicable law.
If you do not upgrade to a Paid Subscription at the end of the Trial Plan, then your access to the "Paid Subscription" services may be limited or suspended (to be determined at Grove XR’s sole discretion) and you will automatically be downgraded to the "Free Plan" until such time as you terminate this agreement or convert to a Paid Subscription.
By signing up for Grove XR without a Paid Subscription under a Free Plan, you are granted 1 license for 3 device seats to use certain functions of the Service for free. This limited license is non-exclusive, revocable, personal, and non-transferable. You may use these licenses until either party terminate this agreement, or Grove XR ceases to offer the Free Plan, whichever occurs first.
Trial Plans and the Free Plan may not include all features or functionality offered as part of Paid Subscriptions, and Grove XR reserves the right to add or subtract any features or functionality at any time for such plans. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SERVICE, YOU ACKNOWLEDGE AND AGREE THAT DURING ANY FREE PLAN OR TRIAL PLAN, (I) THE SERVICE IS PROVIDED ON AN “AS-IS” BASIS WITHOUT WARRANTY OF ANY KIND, (II) GROVE XR SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE FREE PLAN OR TRIAL PLAN, EVEN IF GROVE XR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (III) GROVE XR SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING OUT OF OR RELATED TO THE FREE PLAN OR TRIAL PLAN.
You may receive access to a service (or service features) as an experimental feature, alpha, beta or early access offering (“Experimental Features”). Grove XR identifies all Experimental Features as such and any usage by You is optional. Grove XR may suspend or terminate your access to Experimental Features at any time for any reason. Experimental Features may be inoperable, incomplete or include features that Grove XR may never release, and their features and performance information are Grove XR's Confidential Information. Notwithstanding anything else in this Agreement, Grove XR’s liability for Experimental Features will not exceed US$50.
We accept the following forms of payment:
You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site or Service. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Site or Service. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars. You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site or Service.
You may not access or use the Site or Service for any purpose other than that for which we make the Site or Service available. The Site or Service may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Site and/or Service, you agree not to:
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or Service ("Feedback") provided by you to us are non-confidential and shall become our sole property. You hereby assign to Grove XR and we shall own exclusive rights, including all intellectual property rights, to and shall be entitled to the unrestricted use and dissemination of these Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Feedback. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Feedback.
The Site or Service may contain (or you may be sent via the Site or Service) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or Service or any Third-Party Content posted on, available through, or installed from the Site or Service, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site or Service and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Service no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or Service or relating to any applications you use or install from the Site or Service. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim to our designated agent via email to firstname.lastname@example.org, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below:
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
You can contact our designated agent via email at email@example.com
Note: you may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service on your copyright.
We reserve the right, but not the obligation, to: (1) monitor the Site or Service for violations of these Terms of Service; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Service, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your content or contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or Service or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site or Service in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site or Service.
These Terms of Service shall remain in full force and effect while you use the Site or Service. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE OR SERVICE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF SERVICE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR SERVICE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Upon termination of these Terms of Service: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) all payment obligations accrued prior to termination and any obligations that by their nature are intended to survive, including Sections II, VI, XIV, XVI, XVII, XIX and XX, will survive.
We reserve the right to change, modify, or remove the contents of the Site or Service at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site or Service. We also reserve the right to change, revise, update, suspend, modify or discontinue all or part of the Site or Service without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or Service. We cannot guarantee the Site or Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site or Service, resulting in interruptions, delays, or errors. YOU AGREE THAT WE HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, DAMAGE, OR INCONVENIENCE CAUSED BY YOUR INABILITY TO ACCESS OR USE THE SITE DURING ANY DOWNTIME OR DISCONTINUANCE OF THE SITE OR SERVICE. Nothing in these Terms of Service will be construed to obligate us to maintain and support the Site or Service or to supply any corrections, updates, or releases in connection therewith.
These Terms of Service and your use of the Site or Service are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles. You and Grove XR submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for resolution of any lawsuit or court proceeding permitted under these Terms of Service. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Service. In no event shall any dispute brought by either Party related in any way to the Service be commenced more than one (1) years after the cause of action arose.
Grove XR shall not be liable to you for any delay or failure of Grove XR to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Grove XR. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, labor strike, or delays by you in performing any requirements hereunder.
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Service (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms of Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms of Service. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Grove XR will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in San Francisco, California. All arbitration proceedings between the Parties will be confidential unless otherwise agreed by the Parties in writing. During the arbitration, the amount of any settlement offer made by you or Grove XR must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Grove XR in settlement of the dispute prior to the award, Grove XR will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US $10,000.
YOU AND GROVE XR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Grove XR agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section XVI within 30 days after the date that you agree to these Terms of Service by sending a letter to the address set forth in Section XXV, Attention: Legal Department – Arbitration Opt-Out, that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Grove XR receives your Opt-Out Notice, this Section XVI will be void and any action arising out of these Terms of Service will be resolved as set forth in Section XIV. The remaining provisions of these Terms of Service will not be affected by your Opt-Out Notice.
Nothing in these Terms of Service will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim. If this arbitration provision is found to be illegal or unenforceable, or Grove XR receives an Opt-Out Notice from you, then the arbitration provisions of this Section XVI will be null and void and, in that case, the exclusive jurisdiction and venue described in Section XIV will govern any action arising out of or related to these Terms of Service.
There may be information on the Site or Service that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site or Service at any time, without prior notice.
THE SITE OR SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE OR SERVICE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE OR SERVICE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE OR SERVICE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE OR SERVICE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR SERVICE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR SERVICE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE OR SERVICE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR SERVICE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR SERVICE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Site or Service; (2) your breach of these Terms of Service, including any breach of your representations and warranties set forth in these Terms of Service; (3) your violation of the rights of a third party, including but not limited to intellectual property rights; or (4) any overt harmful act toward any other user of the Site or Service with whom you connected via the Site or Service. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
We will maintain certain data that you transmit to the Site or Service for the purpose of managing the performance of the Site, as well as data relating to your use of the Site or Service. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site or Service. YOU AGREE THAT WE SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSS OR CORRUPTION OF ANY SUCH DATA, AND YOU HEREBY WAIVE ANY RIGHT OF ACTION AGAINST US ARISING FROM ANY SUCH LOSS OR CORRUPTION OF SUCH DATA.
Visiting the Site or Service, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site or Service, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE OR SERVICE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
These Terms of Service and any policies or operating rules posted by us on the Site or Service or in respect to the Site or Service constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. These Terms of Service operate to the fullest extent permissible by law. You may not assign or transfer your rights or obligations under there Terms of Service without our prior written consent. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Service or use of the Site or Service. You agree that these Terms of Service will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.
In order to resolve a complaint regarding the Site or Service or to receive further information regarding use of the Site or Service, please contact us at:
Clvrly Learning, Inc.
257 Castro Street, Suite 107
Mountain View, CA 94041