Effective Date: January 26, 2017
This is an agreement (“Agreement”) between 4 Leaf Labs (“we”, “us”, “4 Leaf Labs”) and you, an end user (“you”, “user” or “subscriber”) of 4 Leaf Labs’ service and software (the “Service”) as described herein. By establishing, activating, using, or paying for the Service, you acknowledge that you have read and understood these terms, you agree to the terms and conditions in this Agreement, and you represent that you are of legal age to enter this Agreement and become bound by its terms, and to the prices, charges, and conditions provided to you in association with your enrollment. This Agreement governs the Service and any website, application or software used in conjunction with the Service.
Service Description And Terms Of Service
4 Leaf Labs provides software and services for retail small businesses. We may alter, expand, or reduce the features of the service from time to time without notice. You acknowledge that not all Services can be guaranteed to perform acceptably from all locations due to reliance on Internet communications.
The Service is offered both as a free and a paid service. The paid Service is offered on a month-to-month basis, beginning on the date 4 Leaf Labs activates Service, and automatically renews on a monthly basis. You may cancel the Service at any time by uninstalling the app from the Clover App Market. If you cancel Service prior to the end of the monthly billing period, you will not be entitled to billing credits or refunds for the unused portion of your billing period or unused prepaid usage credits.
Free Trial Offer
From time to time, 4 Leaf Labs may allow users to subscribe pursuant to a promotional offer granting a free trial for Service (“Free Trial”). Free Trial subscribers will receive free use of the Service solely for a limited period of time and all use of the Service shall be subject to the terms herein, plus all other restrictions, limitations and conditions identified in the specific promotional offer. Notwithstanding any other provision in this Agreement, all Free Trial subscriptions are provided solely as an accommodation to the subscriber. Once the Free Trial period expires, the subscriber will be ineligible to subsequently establish another Free Trial account under the same or any other identity, unless expressly permitted to do so under the terms of a specific promotional offer
Termination for Cause
Either party may terminate this Agreement at any time in the event that the other party breaches any provision of this Agreement in any material respect and fails to cure such breach within 30 days after receipt of written notice of such breach. Notwithstanding the foregoing, 4 Leaf Labs, may terminate this Agreement and/or suspend the provision of the Service immediately for: illegal, fraudulent, excessive or improper use of the Service or if deemed reasonably necessary by 4 Leaf Labs to prevent interruption or disruption to the 4 Leaf Labs system, its business or other customers; if any portion of an invoice not reasonably disputed in good faith as herein provided remains unpaid when due; or for breach, not subject to cure. 4 Leaf Labs shall not be liable to you or any third party should we exercise our right to discontinue Service, in whole or in part, or terminate this Agreement pursuant to this section.
Use Of Service
Responsibility for Account Information
In connection with your use of the Service, you will be asked to provide an email address and possible a password in connection with your use of the Service and website. You are entirely responsible for maintaining confidentiality of your password and account information, and all identification and security codes that control access to the Service and website. You are responsible for all uses of the Service in association with your account, whether or not authorized by you.
Responsibility for Communications and Content
You are the sole owner of content and solely responsible for the content of all communications using your account. You must comply with all laws while using the Service; you must not transmit any communication that violates any law, court order or regulation; you must not violate any third party rights in using the Service; and you must not use the Service in any way that damages, interferes with, or disrupts 4 Leaf Labs’s system or other users. We may suspend any such communications. You understand and agree that your use of the Service and any content is solely at your own risk.
Consent to Receive Email
By establishing a paid or trial account with 4 Leaf Labs, you consent to receive email communication from us concerning services including without limitation, sign up confirmation receipts, installation guides, notices of service updates and other correspondence required for administration of the Service. We expect to communicate with you as necessary via email and the 4 Leaf Labs website.
Resale and Transfer
You are expressly prohibited from reselling or transferring the Service and/or software to any other person for any purpose, without express written permission from 4 Leaf Labs in advance.
Unlawful and Prohibited Use
You agree to use the Service only for lawful purposes. You are expressly prohibited from using the Service to transmit or receive any communication or material of any kind when in 4 Leaf Labs’ sole judgment the transmission, receipt, or possession of such communication or material would constitute, or encourages conduct that would constitute, a criminal offense, give rise to a civil liability, or otherwise violate any applicable laws. You are expressly prohibited from using the Service for any abusive or fraudulent purpose, including using the Service in a way that interferes with our ability to provide the Service to you or other customers or avoids your obligation to pay for communications services. 4 Leaf Labs, in its sole discretion, may terminate your Service without advance notice if it believes you have violated the aforementioned restrictions, or if you act in a manner that is threatening, obscene, harassing, or abusive to 4 Leaf Labs personnel. You are liable for any and all use of the Service by any person using the Service provided to you and agree to indemnify and hold harmless 4 Leaf Labs against any and all liability for any such use. If 4 Leaf Labs, in its sole discretion, believes that you have violated the aforementioned restrictions, 4 Leaf Labs may forward personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.
Unauthorized Commercial Use
The Service for internal business purposes only, or for the direct benefit of you, your company or affiliated organization. You agree that will not make the Service available to unaffiliated persons, whether or not you generate income from this practice.
Theft of Service
You agree to notify 4 Leaf Labs immediately if you become aware at any time that your Service is being stolen or fraudulently used, or access to your,identification codes or security codes has been compromised. You must provide a detailed description of the circumstances of the theft or stolen or fraudulent use of the Service and supply any additional documentation reasonably requested by 4 Leaf Labs. Failure to do so in a timely manner may result in the termination of your Service and additional charges.
Copyright, Trademark, and Unauthorized Use.
The Service and any software used to provide the Service or provided to you in conjunction with providing the Service, and all Services, information, documents, and materials on 4 Leaf Labs’s website are protected by copyright, trademark, or other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively “Marks”) of 4 Leaf Labs are and shall remain the exclusive property of 4 Leaf Labs and nothing in this Agreement shall grant you the right or license to use such Marks.
Copyright Agent: 4 Leaf Labs Legal Department
Email: [email protected]
Audit and Law Enforcement
4 Leaf Labs reserves the right to audit your use of the Service to enforce the provisions of this Agreement. 4 Leaf Labs reserves the right to track and monitor your Service and usage subject to the requirements of the United States Patriot Act and other laws and appropriate law enforcement processes. You acknowledge and agree that this Agreement is sufficient notice to you of such monitoring to the extent any notice is required under applicable federal or state law.
Charges And Payments
If you subscribe to the Application on a monthly subscription basis, you must pay the monthly fee in advance to access and use the Application. Fees are described in the applicable Service listing on the third party service from which you accessed the Application, or on Company’s website. All fees charged will be processed through the Clover App market. The first monthly fee will start to accrue as of the first day immediately following any trial period (if applicable). The fees do not include any taxes or duties of any kind, which may be imposed by any governmental entity on the transactions contemplated by this Agreement, and you will be solely responsible for all such taxes. All amounts are quoted in and payable in local currency. Company reserves the right to suspend your access to and use of the Application if you fail to pay any undisputed amount owed on or before its due date.
Payments to be made via the Clover App Market and their use must abide by any relevant terms and conditions or other legal agreement.
You may cancel that subscription at any time before the end of the applicable billing cycle, and the cancellation will become effective the following time period. This means you will be charged to the end of the billing cycle.
If you decide to uninstall the app, this means you do not want to access the application and it is no longer available to you or your customers.
After the free trial, refunds are only available due to a service disruption and are at the discretion of 4 Leaf Labs.
You acknowledge and agree that credit allowances for interruption of the Service will not be provided.
Reasonable advance notice will be provided to current subscribers of an app before 4 Leaf Lab’s ceases to make services available through the app. 4 Leaf Lab’s may take down an app or remove it from current distribution due to: (a) an allegation or actual infringement of any intellectual property right or right of publicity or privacy of any third party, (b) an allegation or actual defamation, (c) an allegation or determination that an app does not comply with applicable law, (d) ceasing to do business, (e) filing a petition in bankruptcy, dissolving or otherwise failing or (f) any other situation that is out of the company’s control.
Your Account Obligations
In consideration of your use of the Service, you agree to: provide true, accurate, and current information about yourself when creating an account; maintain the confidentiality of your account and password and restrict access to your computer; and accept responsibility for all activities that occur under your account or password. If you provide any information that is untrue, inaccurate, or not current, we reserve the right to suspend or terminate your account and refuse any and all current and future use of the Service. You further agree to immediately notify us of any unauthorized use of your password or account or any other breach of security.
3rd Party Content
4 Leaf Labs may permit 3rd Parties to publish content on the Site or include 3rd Party content via Application Programming Interfaces (APIs) including but not limited to graphics, text or copy, reviews, and pricing and promotional information. Despite our best efforts, typographical and/or pricing mistakes may, on rare occasions, appear on the Site, and 4 Leaf Labs cannot guarantee the price of any promotion or offer. 4 Leaf Labs is not the publisher or owner of this content and assumes no liability thereof. 4 Leaf Labs further assumes no liability for 3rd Party promotions and offers whatsoever, included but not limited to price, quality, value, or availability.
You agree to defend, indemnify, and hold 4 Leaf Labs, its affiliates, and agents and any other service provider who furnishes services to you or enables us to furnish services to you in connection with this Agreement or the Service, harmless from claims or damages relating to or arising out of the Service or this Agreement, including, but not limited to: (1) your use of the Service (including without limitation, any person accessing the Service using your account; (2) any actual or alleged violation of this Agreement or any applicable law, rule or regulation by you or any person accessing the Service using your account; or (3) any actual or alleged infringement or violation by you or any person accessing the Service using your account of any intellectual property, privacy right, or other right of any person or entity. You agree that 4 Leaf Labs should not be and is not responsible for any third party claims against us that arise from your use of the Service. Further, you agree to reimburse us for all of our costs and expenses related to the defense of any such claims, including attorneys’ fees, unless such claims are based on our willful misconduct or gross negligence.
Clover and its affiliates do not have any responsibility or liability to a subscriber of an app in any way with respect to the subscriber’s use of an app.
This Service may, on occasion, provide links to a third party’s website. These links allow you to leave the Site, and we encourage you to be aware when you leave the Site and to read the terms and conditions and privacy statements of each and every third party website that you visit. The linked website are not under our control and we are not responsible for the contents of any linked website or any link contained in a linked website. 4 Leaf Labs is not responsible for examining or evaluating such website, does not warrant or endorse them, and is not affiliated with the offerings, content, or practices of any third party website.
Limitations Of Liability
BY ENROLLING IN, ACTIVATING, USING, OR PAYING FOR THE SERVICE, YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE LIMITATIONS OF 4 LEAF LABS SERVICE DESCRIBED HEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF 4 LEAF LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID, YOU AGREE THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR THE DIRECT DAMAGES THAT ARE ACTUALLY INCURRED BY YOU IN REASONABLE RELIANCE, NOT TO EXCEED THE TOTAL AMOUNTS PAID BY YOU IN THE TWELVE MONTHS UNDER THIS AGREEMENT IMMEDIATELY PRECEDING THE CLAIM.
Disclaimer Of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, 4 LEAF LABS, ON BEHALF OF ITSELF AND ITS AFFILIATES AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER 4 Leaf Labs NOR ITS AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WARRANTS THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE SERVICE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE. NEITHER 4 LEAF LABS INC NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER IN CONNECTION WITH YOUR USE OF SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. WE DO NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, 4 LEAF LABS EMPLOYEES, AGENTS, OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT.
This Agreement does not provide any third party with a remedy, claim, or right of reimbursement. Failure by 4 Leaf Labs to enforce any provision(s) of this Agreement shall not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between us and supersedes all prior agreements, understandings, statements, or proposals concerning the Service, including representations, whether written or oral. No written or oral statement, advertisement, or service description not expressly contained in the Agreement will be allowed to contradict, explain, or supplement it. Neither you nor 4 Leaf Labs is relying on any representations or statements by the other party or any other person that are not included in this Agreement. If any provision in this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
This Agreement, and all other aspects of the use of the Service and the 4 Leaf Labs website, shall be governed by and construed in accordance with the laws of the State of California, without regard to its choice of law rules. This governing law provision applies no matter where you reside, or where you use or pay for the Service. You agree to submit to the exclusive jurisdiction of the state or California courts located in or with responsibility for Santa Clara County, California to resolve any disputes arising hereunder. ANY CAUSE OF ACTION BY USE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER IT AROSE OR BE FOREVER WAIVED AND BARRED.
Events Beyond Our Control
4 Leaf Labs will not be responsible to you for any delay, failure in performance, loss, or damage due to fire, explosion, power blackout, earthquake, volcanic action, flood, the weather elements, strike, embargo, labor disputes, civil or military authority, war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond our reasonable control.
We can assign all or part of our rights or duties under this Agreement without notifying you. If we do that, we have no further obligations to you. You may not assign this Agreement or the Service without our prior written consent.
The provisions of this Agreement relating to indemnification, limitations on liability, warranty limitations, billings, and your obligations to pay for the Service provided, including any additional usage charges, shall survive any termination of this Agreement or termination of the Service.
Failure by 4 Leaf Labs to insist upon strict performance of any terms or conditions of this Agreement or failure or delay to exercise any rights or remedies provided herein or by law shall not release you from any of the warranties of obligations of this Agreement, and shall not be deemed a waiver of any right of 4 Leaf Labs to insist upon strict performance hereof or any of its rights and remedies.
Changes to this Agreement