TERMS OF USE
    Last updated October 2nd, 2020
    AGREEMENT TO TERMS
    These Terms of Use 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.us website as well as any
    other media form, media channel, mobile website or mobile application related, linked, or otherwise
    connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read,
    understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF
    THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND
    YOU MUST DISCONTINUE USE IMMEDIATELY.
    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 Use at any time and for any reason. We will alert you about any
    changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive
    specific notice of each such change. It is your responsibility to periodically review these Terms of Use 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 Use by your continued use of the Site after the date
    such revised Terms of Use are posted.
    The information provided on the Site 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 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 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.
    INTELLECTUAL PROPERTY RIGHTS
    Unless otherwise indicated, the Site is our proprietary property and all source code, databases,
    functionality, software, website designs, audio, video, text, photographs, and graphics on the Site
    (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 on the Site “AS IS” for
    your information and personal use only. Except as expressly provided in these Terms of Use, no part of the
    Site 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 Site, you are granted a limited license to access and use the Site
    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, the Content and the Marks.
    USER REPRESENTATIONS
    By using the Site, 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 Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access
    the Site through automated or non-human means, whether through a bot, script or otherwise; (6) you will
    not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site 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 any portion
    thereof).

    USER REGISTRATION

    You may be required to register with the Site. 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 FREE AND PAID PLANS

    By signing up for this site, you are granted 3 free headset licenses to use. These free licenses are
    non-exclusive, revocable, personal, and non-transferable. You can also pay for our a paid plan, which provides
    a means of purchasing headset licenses in bulk and also grants access to the "Devices" tab which provides
    additional features for bulk headset management. The current pricing is reflected at https://grove.us/pricing.
    You can trial our paid plan for 30 days for up to 1000 devices,
    contact hello@grove.us for more info.


    FEES AND PAYMENT
    We accept the following forms of payment:
    - Visa
    - Mastercard
    - American Express
    - Discover
    - PayPal
    You may be required to purchase or pay a fee to access some of our services. You agree to provide
    current, complete, and accurate purchase and account information for all purchases made via the Site. 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. 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.

    CANCELLATION
    You can cancel your subscription at any time by contacting us using the contact information provided
    below. Your cancellation will take effect at the end of the current paid term.
    If you are unsatisfied with our services, please email us at legal@grove.us or call us
    at ‪+1(415)508-8131.

    SOFTWARE

    We may include software for use in connection with our services. If such software is accompanied by an
    end user license agreement (“EULA”), the terms of the EULA will govern your use of the software. If such
    software is not accompanied by a EULA, then we grant to you a non-exclusive, revocable, personal, and
    non-transferable license to use such software solely in connection with our services and in accordance with
    these Terms of Use. Any Software and any related documentation is provided “as is” without warranty of
    any kind, either express or implied, including, without limitation, the implied warranties of merchantability,
    fitness for a particular purpose, or non-infringement. You accept any and all risk arising out of use or
    performance of any Software. You may not reproduce or redistribute any software except in accordance
    with the EULA or these Terms of Use.

    PROHIBITED ACTIVITIES
    You may not access or use the Site for any purpose other than that for which we make the Site available.
    The Site 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, you agree not to:
    1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a
    collection, compilation, database, or directory without written permission from us.
    2. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of
    users by electronic or other means for the purpose of sending unsolicited email, or creating user
    accounts by automated means or under false pretenses.
    3. Circumvent, disable, or otherwise interfere with security-related features of the Site, including
    features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the
    Site and/or the Content contained therein.
    4. Engage in unauthorized framing of or linking to the Site.
    5. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account
    information such as user passwords.
    6. Make improper use of our support services or submit false reports of abuse or misconduct.
    7. Use the Site to advertise or offer to sell goods and services.
    8. Engage in any automated use of the system, such as using scripts to send comments or messages,
    or using any data mining, robots, or similar data gathering and extraction tools.
    9. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected
    to the Site.
    10. Attempt to impersonate another user or person or use the username of another user.
    11. Sell or otherwise transfer your profile.
    12. Use any information obtained from the Site in order to harass, abuse, or harm another person.
    13. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content
    for any revenue-generating endeavor or commercial enterprise.
    14. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any
    way making up a part of the Site.
    15. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or
    any portion of the Site.
    16. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any
    portion of the Site to you.
    17. Delete the copyright or other proprietary rights notice from any Content.
    18. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or
    other code.
    19. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material,
    including excessive use of capital letters and spamming (continuous posting of repetitive text), that
    interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts,
    alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
    20. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active
    information collection or transmission mechanism, including without limitation, clear graphics
    interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred
    to as “spyware” or “passive collection mechanisms” or “pcms”).
    21. Except as may be the result of standard search engine or Internet browser usage, use, launch,
    develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility,
    scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other
    software.
    22. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
    23. Have our VR software used by students under the age of 13.
    24. Use the Site in a manner inconsistent with any applicable laws or regulations.


    SUBMISSIONS
    You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other
    information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become
    our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be
    entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial
    or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any
    such Submissions, and you hereby warrant that any such Submissions are original with you or that you
    have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged
    or actual infringement or misappropriation of any proprietary right in your Submissions.

    THIRD-PARTY WEBSITES AND CONTENT

    The Site may contain (or you may be sent via the Site) 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 any Third-Party Content posted on, available through, or installed
    from the Site, 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 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 Use 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 relating to any applications
    you use or install from the Site. 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.

    U.S. GOVERNMENT RIGHTS
    Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our
    services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our
    services are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer
    software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency
    within the Department of Defense, our services are subject to the terms of these Terms of Use in
    accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202-3. In addition, DFARS
    252.227-7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in
    lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government
    rights in computer software or technical data under these Terms of Use.
    SITE MANAGEMENT
    We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2)
    take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of
    Use, 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 Contributions or any portion thereof; (4) in our sole discretion and
    without limitation, notice, or liability, to remove from the Site 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 in a
    manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

    PRIVACY POLICY

    We care about data privacy and security. Please review our Privacy Policy:
    https://grove.us/privacy. By using the Site, you agree to be bound by our Privacy Policy, which
    is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you
    access the Site from the European Union, Asia, or any other region of the world with laws or other
    requirements governing personal data collection, use, or disclosure that differ from applicable laws in the
    United States, then through your continued use of the Site, you are transferring your data to the United
    States, and you expressly consent to have your data transferred to and processed in the United States.
    Further, we do not knowingly accept, request, or solicit information from children or knowingly market to
    children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive
    actual knowledge that anyone under the age of 13 has provided personal information to us without the
    requisite and verifiable parental consent, we will delete that information from the Site as quickly as is
    reasonably practical.

    TERM AND TERMINATION
    These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY
    OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE
    DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE
    (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 USE OR OF ANY APPLICABLE LAW
    OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE 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.
    MODIFICATIONS AND INTERRUPTIONS
    We reserve the right to change, modify, or remove the contents of the Site 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.
    We also reserve the right to modify or discontinue all or part of the Site 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.
    We cannot guarantee the Site will be available at all times. We may experience hardware, software, or
    other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or
    errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site
    at any time or for any reason without notice to you. 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. Nothing in these Terms of Use will be construed to obligate us to maintain and
    support the Site or to supply any corrections, updates, or releases in connection therewith.
    GOVERNING LAW
    These Terms of Use and your use of the Site 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.
    DISPUTE RESOLUTION

    Informal Negotiations

    To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of
    Use (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.

    Binding Arbitration
    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. 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 to by the arbitrator to be excessive, we 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 United States County, California. Except as otherwise provided herein, the
    Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm,
    modify, vacate, or enter judgment on the award entered by the arbitrator.
    If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or
    prosecuted in the state and federal courts located in United States County, California, and the Parties
    hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with
    respect to venue and jurisdiction in such state and federal courts. Application of the United Nations
    Convention on Contracts for the International Sale of Goods and the the Uniform Computer Information
    Transaction Act (UCITA) are excluded from these Terms of Use.
    In no event shall any Dispute brought by either Party related in any way to the Site be commenced more
    than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable,
    then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be
    illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the
    courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
    Restrictions
    The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the
    full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right
    or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and
    (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on
    behalf of the general public or any other persons.
    Exceptions to Informal Negotiations and Arbitration
    The Parties agree that the following Disputes are not subject to the above provisions concerning informal
    negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the
    validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from,
    allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If
    this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute
    falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be
    decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties
    agree to submit to the personal jurisdiction of that court.
    CORRECTIONS
    There may be information on the Site 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 at any time, without
    prior notice.
    DISCLAIMER
    THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF
    THE SITE 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 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’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE
    SITE 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, (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, (5) ANY BUGS,
    VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE
    SITE 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. WE
    DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT
    OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, 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.
    LIMITATIONS OF LIABILITY
    IN NO EVENT WILL WE OR OUR 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, EVEN IF WE HAVE BEEN ADVISED OF
    THE POSSIBILITY OF SUCH DAMAGES. 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.
    INDEMNIFICATION
    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) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and
    warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not
    limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with
    whom you connected via the Site. 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.
    USER DATA
    We will maintain certain data that you transmit to the Site for the purpose of managing the performance of
    the Site, as well as data relating to your use of the Site. 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. 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.
    ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
    Visiting the Site, 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, 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. 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.
    CALIFORNIA USERS AND RESIDENTS
    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.
    MISCELLANEOUS
    These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site
    constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce
    any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These
    Terms of Use operate to the fullest extent permissible by law. 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 Use is determined to be unlawful, void, or unenforceable, that provision or part of the
    provision is deemed severable from these Terms of Use 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 Use or use of the Site. You agree that these
    Terms of Use 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 Use and the lack of signing by
    the parties hereto to execute these Terms of Use.
    CONTACT US
    In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site,
    please contact us at:
    Clvrly Learning, Inc.
    3898 Magnolia Drive #16
    Palo Alto, CA 94306
    United States
    Phone: +1(415)508-8131
    legal@grove.us