1. Definitions
To ensure clarity throughout these Terms of Service, the following definitions apply:
2. Acceptance of Terms
By accessing or using Clover ERA's Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, as well as our Privacy Policy and Cookie Policy.
2.1 Eligibility
To use our Services, you must:
- Be at least 18 years old or the age of majority in your jurisdiction
- Have the legal capacity to enter into binding contracts
- Not be prohibited from receiving our Services under applicable laws
- If using on behalf of an organization, have authority to bind that organization
2.2 Modifications to Terms
We reserve the right to modify these Terms at any time. We will notify you of material changes via email or through our Services. Your continued use after such modifications constitutes acceptance of the updated Terms.
If you disagree with any changes to these Terms, you may discontinue use of our Services and close your account. We will honor the previous Terms for any prepaid subscription period.
3. Description of Services
Clover ERA provides a comprehensive workplace engagement platform designed to help organizations improve employee wellbeing, reduce burnout, and enhance productivity.
3.1 Service Features
Our Services include, but are not limited to:
- Engagement Assessments: Tools to measure and analyze workplace engagement levels
- Wellness Programs: Curated content and activities for employee wellbeing
- Analytics Dashboard: Real-time insights and reporting capabilities
- ROI Calculator: Tools to measure the financial impact of engagement initiatives
- Team Collaboration: Features for team building and communication
- Professional Support: Access to workplace wellness experts and resources
3.2 Service Availability
While we strive for 99.9% uptime, we do not guarantee uninterrupted access to our Services. We may perform maintenance, updates, or experience technical issues that temporarily affect availability.
Our Services are not a substitute for professional medical, psychological, or psychiatric treatment. Users experiencing mental health crises should seek immediate professional help.
4. User Accounts
4.1 Account Registration
To access certain features, you must create an account. You agree to:
- Provide accurate, current, and complete information
- Maintain and promptly update your account information
- Keep your password confidential and secure
- Accept responsibility for all activities under your account
- Notify us immediately of any unauthorized access
4.2 Account Types
We offer different account types:
- Individual Accounts: For personal use by employees
- Organization Accounts: For companies with multiple users
- Administrator Accounts: For managing organization settings and users
4.3 Account Termination
We reserve the right to suspend or terminate accounts that violate these Terms, engage in fraudulent activity, or remain inactive for extended periods. You may close your account at any time through your account settings.
5. Payment Terms
5.1 Subscription Plans
We offer various subscription plans with different features and pricing. Current plans and pricing are available on our website.
| Plan Feature | Starter | Professional | Enterprise |
|---|---|---|---|
| Billing Cycle | Monthly | Monthly/Annual | Annual/Custom |
| Payment Methods | Credit Card | Credit Card, ACH | Credit Card, ACH, Invoice |
| Free Trial | 30 days | 30 days | Custom pilot |
| Cancellation Notice | Anytime | 30 days | 60 days |
5.2 Billing and Payment
- Automatic Renewal: Subscriptions automatically renew unless cancelled
- Price Changes: We'll provide 30 days notice for price increases
- Taxes: You're responsible for applicable taxes
- Failed Payments: We may suspend access for failed payments after notice
5.3 Refunds
We offer a 30-day money-back guarantee for new subscriptions. After this period, refunds are generally not provided except as required by law or at our discretion for exceptional circumstances.
Annual subscriptions receive a 20% discount. Contact sales for volume discounts on Enterprise plans.
6. Acceptable Use Policy
You agree to use our Services only for lawful purposes and in accordance with these Terms.
- Violate any laws or regulations
- Infringe intellectual property rights
- Transmit malware or harmful code
- Harass, abuse, or harm others
- Spam or send unsolicited messages
- Attempt unauthorized access
- Interfere with service operations
- Scrape or harvest data
- Impersonate others
- Share inappropriate content
- Workplace engagement assessment
- Team collaboration and communication
- Employee wellbeing initiatives
- Performance analytics and reporting
- Professional development activities
- Constructive feedback sharing
- Resource sharing with team
- Integration with approved tools
- Export data for analysis
- Customize for your organization
Violations of this Acceptable Use Policy may result in immediate suspension or termination of your account without refund, and potential legal action.
7. Intellectual Property Rights
7.1 Our Intellectual Property
All content, features, and functionality of our Services, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, and software, are the exclusive property of Clover ERA Inc. or its licensors and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.
7.2 Your Content
You retain ownership of content you upload to our Services. By uploading content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display your content solely for the purpose of providing and improving our Services.
7.3 Feedback
Any feedback, suggestions, or ideas you provide about our Services become our property and may be used without compensation or attribution to you.
"Clover ERA" and our logo are registered trademarks of Clover ERA Inc. Unauthorized use is strictly prohibited.
8. Privacy and Data Protection
Your privacy is important to us. Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.
8.1 Data Processing
By using our Services, you acknowledge and agree that:
- We process data in accordance with applicable privacy laws including GDPR
- Data may be transferred to and processed in the United States
- We implement appropriate security measures to protect your data
- You have rights regarding your personal data as outlined in our Privacy Policy
8.2 Data Processing Agreement
For Enterprise customers, we offer a Data Processing Agreement (DPA) that outlines our obligations as a data processor. Contact our legal team to request a DPA.
8.3 Security Incidents
In the event of a data breach affecting your personal information, we will notify you in accordance with applicable law and take reasonable steps to mitigate harm.
9. Disclaimers and Warranties
9.1 Service Disclaimer
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.2 No Guarantee of Results
We do not guarantee specific outcomes from using our Services. Results depend on various factors including proper implementation, user engagement, and organizational commitment.
9.3 Third-Party Services
Our Services may integrate with third-party services. We are not responsible for the availability, accuracy, or content of third-party services.
Our Services do not provide medical advice. The information provided is for general informational purposes only and is not a substitute for professional medical advice, diagnosis, or treatment.
10. Limitation of Liability
10.1 Limitation of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLOVER ERA INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL.
10.2 Cap on Liability
OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.
10.3 Indemnification
You agree to indemnify, defend, and hold harmless Clover ERA Inc. from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from your use of our Services or violation of these Terms.
Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for incidental or consequential damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
11. Dispute Resolution
11.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.
11.2 Arbitration Agreement
For US Users: Any dispute arising from these Terms shall be resolved through binding arbitration in accordance with the American Arbitration Association's Commercial Arbitration Rules. The arbitration shall be conducted in Delaware.
For EU/UK Users: This arbitration clause does not apply. Disputes may be brought in the courts of your country of residence.
11.3 Class Action Waiver
WHERE PERMITTED BY LAW, YOU WAIVE ANY RIGHT TO BRING CLAIMS ON A CLASS ACTION OR REPRESENTATIVE BASIS. YOU MAY ONLY BRING CLAIMS IN YOUR INDIVIDUAL CAPACITY.
Before initiating formal proceedings, we encourage you to contact us at legal@cloverera.com to attempt to resolve disputes informally.
12. General Provisions
12.1 Entire Agreement
These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Clover ERA regarding the use of our Services.
12.2 Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
12.3 Assignment
You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.
12.4 Waiver
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision shall not constitute a waiver of such right or provision.
12.5 Force Majeure
We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
Contact Our Legal Team
If you have any questions about these Terms of Service, please contact us.
1201 North Market Street
Suite 111-M77
Wilmington, DE 19801
United States
By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. For Enterprise agreements or custom terms, please contact our sales team at sales@cloverera.com.