End User Terms of Use
Last Modified: August 26, 2024
These Terms of Use (these "Terms") is a binding contract between you ("End User," "you," or "your") and Clover Learning, Inc. ("Clover Learning," "we," or "us"). The Terms govern your access to and use of the Content and the Platform.
THESE TERMS TAKE EFFECT WHEN YOU CLICK "I ACCEPT" OR BY ACCESSING OR USING THE CONTENT (the "Effective Date"). BY CLICKING "I ACCEPT", OR BY ACCESSING OR USING THE CONTENT OR PLATFORM, YOU
(A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS AND, IF ENTERING INTO THESE TERMS FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY SUCH TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE "I DO NOT ACCEPT". IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE CONTENT OR THE PLATFORM.
Definitions.
“Access Code” means the unique code that will allow an End User to access the Content.
“Access Period” means the period of time that an End User may access the Content with an Access Code.
"Clover Learning IP" means the Content, the Documentation, the Platform, Aggregated Statistics, and all intellectual property provided to End User in connection with the foregoing.
"Content" means the cloud-based educational healthcare courses, videos, assessments, question banks, and/or other content provided by Clover Learning under these Terms pursuant to an Order.
“Customer” means the organization that has purchased the Content for use by End User, if applicable. For the avoidance of doubt, “Customer” does not include resellers, such as campus bookstores.
"Documentation" means Clover Learning's user manuals, handbooks, and guides relating to the Content or Platform provided by Clover Learning to End User either electronically or in hard copy form/end user documentation relating to the Content or Platform.
"End User Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of End User through the Content or Platform.
“Order” means Clover Learning’s proposal or ordering document which identifies the specific Content ordered by Customer or End User including, as applicable, the term of access, specific usage rights and restrictions (if applicable), pricing and payment terms and other applicable terms and conditions.
“Platform” means Clover Learning’s software platform located at www.cloverlearning.com.
"Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Content or Platform, including but not limited to, materials provided by the Customer, if applicable.
Access and Use.
Provision of Access. Subject to your compliance with these Terms, Clover Learning hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the specific Content described in your Order via the Platform during the Access Period solely for your internal business purposes in accordance with the terms and conditions herein. Access to the Content shall be provide via an Access Code. For End Users that purchase the Content directly from Clover Learning, the Access Period shall be specified in your Order. For End Users that are provided an Access Code from a Customer, the Access Period shall be communicated to you by the purchasing Customer. If no Access Period is specified, the Access Period shall be six (6) months. Each Access Code shall be for a single End User.
Documentation License. Subject to your compliance with these Terms, Clover Learning hereby grants you a non-exclusive, non-sublicensable, non-transferable license to use the Documentation via the Platform during the Access Period solely for your internal business purposes in connection with use of the Content.
Use Restrictions. You shall not use the Clover Learning IP, or any component of the Clover Learning IP, for any purposes beyond the scope of the access granted in these Terms. You shall not at any time, directly or indirectly: (i) share your Access Code with any third party; (ii) copy, modify, or create derivative works of the Clover Learning IP, any component of thereof, in whole or in part; (ii) rent, lease, lend, sell, resell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Clover Learning IP except as expressly permitted under these Terms; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component of the Clover Learning IP, in whole or in part; (v) remove any proprietary notices from the Clover Learning IP; or (vi) use the Clover Learning IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
Aggregated Statistics. Notwithstanding anything to the contrary in these Terms, Clover Learning may monitor End User's use of the Clover Learning IP and collect and compile data and information related to End User's use of the Clover Learning IP to be used in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Clover Learning IP ("Aggregated Statistics"). As between Clover Learning and End User, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Clover Learning. You acknowledge that Clover Learning may compile Aggregated Statistics based on End User Data input into the Content and/or Platform. You agree that Clover Learning may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
Reservation of Rights. Clover Learning reserves all rights not expressly granted to End User in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to End User or any third party, any intellectual property rights or other right, title, or interest in or to the Clover Learning IP.
Suspension. Notwithstanding anything to the contrary in these Terms, Clover Learning may temporarily suspend End User's access to any portion or all of the Clover Learning IP if: (i) Clover Learning reasonably determines that (A) there is a threat or attack on any of the Clover Learning IP; (B) End User's use of the Clover Learning IP disrupts or poses a security risk to the Clover Learning IP or to any other End User or vendor of Clover Learning; (C) End User is using the Clover Learning IP for fraudulent or illegal activities; (D) subject to applicable law, End User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Clover Learning's provision of the Content to End User is prohibited by applicable law; (ii) any vendor of Clover Learning has suspended or terminated Clover Learning's access to or use of any third-party services or products required to enable End User to access the Content or the Platform; or (iii) payment of any invoiced amount is overdue and you (or the applicable Customer) fail to pay the overdue amount within five (5) days of Clover Learning’s written notice (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Clover Learning shall use commercially reasonable efforts to provide written notice of any Service Suspension to End User and to provide updates regarding resumption of access to the Platform and Content following any Service Suspension. Clover Learning will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that End User may incur as a result of a Service Suspension.
End User Responsibilities.
Account Use. You are responsible and liable for all uses of the Content, Platform and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms.
End User Data. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to End User Data and that both the End User Data and your use of the Content and Platform are in compliance with these Terms. You hereby grant to Clover Learning a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the End User Data and perform all acts with respect to the End User Data as may be necessary for Clover Learning to provide the Content and/or Platform to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display End User Data incorporated within the Aggregated Statistics. You acknowledge and
agree that End User Data may be viewed by the Customer, regardless of whether the End User Data has been submitted to the Customer or whether such End User Data is in a draft form within the Courses or Platform You agree to ensure that End User Data will not violate any policy or terms referenced in or incorporated into these Terms or any applicable law.
Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Content and Platform confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or Access Codes.
Third-Party Products. The Content or Platform may permit access to Third-Party Products. For purposes of these Terms, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Content or Platform by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.
Privacy Policy. Clover Learning complies with its privacy policy, available here ("Privacy Policy"), in providing the Content and Platform. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Content or Platform, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then- current version of our Privacy Policy.
Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Clover Learning IP and (b) you own all right, title, and interest, including all intellectual property rights, in and to End User Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Content or Platform, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
Warranty Disclaimer. THE CLOVER LEARNING IP IS PROVIDED "AS IS" AND CLOVER LEARNING SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CLOVER LEARNING SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CLOVER LEARNING MAKES NO WARRANTY OF ANY KIND THAT THE CLOVER LEARNING IP, OR ANY RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
Indemnification. End User shall indemnify, hold harmless, and, at Clover Learning's option, defend Clover Learning and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all penalties, fines, costs, or expenses of whatever kind, including attorneys' fees ("Losses") arising from or relating to any claim, suit, action, or proceeding (“Claim”) (i) that the End User Data, or any use of the End User Data in accordance with these Terms, infringes or misappropriates such third party's intellectual property rights or other rights; or (ii) based on End User's negligence or willful misconduct or use of the Clover Learning Platform; provided that End User may not settle any Claim against Clover Learning unless Clover Learning consents to such settlement, and further provided that Clover Learning will have the right, at its option, to defend itself against any such Claim or to participate in the defense thereof by counsel of its own choice.
Limitations of Liability. IN NO EVENT WILL CLOVER LEARNING BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR ANY ORDER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT
CONTENT, IN EACH CASE REGARDLESS OF WHETHER CLOVER LEARNING WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CLOVER LEARNING'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND/OR ANY ORDER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO CLOVER LEARNING FOR THE APPLICABLE COURSE OR $100, WHICHEVER IS GREATER.
Term and Termination. The term of these Terms begins on the Effective Date and continues until terminated. You may terminate these Terms at any time for any reason by deactivating your accounts and discontinuing your use of the Content and Platform. In order to deactivate your account, please contact Clover Learning at help@cloverlearning.com. Unless otherwise expressly agreed in writing by Clover Learning, Content are non-refundable and non-returnable. We may suspend or terminate your accounts or cease providing you with all or part of the Content and/or Platform at any time if we reasonably believe you have violated these Terms. We will make reasonable efforts to notify you by the email address associated with your account or through the Platform the next time you attempt to access your account. Upon termination of these Terms for any reason, you shall immediately discontinue use of the Clover Learning IP and these Terms shall terminate, including, without limitation, except for those sections you would expect to survive termination, including but not limited to Sections 7 (Indemnification) and 8 (Limitation of Liability).
Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify these Terms from time to time, and that modified terms become effective on posting. You will be notified of material modifications through notifications or posts via the Platform or direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Content after the effective date of the modifications will be deemed acceptance of the modified terms.
Export Regulation. The Content and Platform utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform, Content or the software or technology included therein to, or make the Platform of Content or the software or technology included therein accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform, Content or the software or technology included therein available outside the US.
Governing Law and Jurisdiction. These Terms and each Order related thereto is governed by and construed in accordance with the internal laws of the Commonwealth of Kentucky without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Kentucky . Any legal suit, action, or proceeding arising out of or related to these Terms or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Kentucky in each case located in the city of Louisville and County of Jefferson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Miscellaneous. These Terms, together with your Order (if applicable), constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at 743 E Broadway, #266, Louisville, KY 40202 and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Platform or Content. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of these Terms or an Order by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. These Terms are personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign these Terms and to delegate any of our obligations hereunder.
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