Terms of service

Clove Brand, Inc.

Terms of Use Agreement

Last Updated: November 21, 2019

PLEASE READ THIS TERMS OF USE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND CLOVE BRAND, INC. (“CLOVE BRAND,” “WE,” OR “US”).

 

SECTION 15 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 15 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.

By accessing or using goclove.com, or any other website with an authorized link to this Agreement (“Website”), registering an account or accessing or using any content, information, services, features or resources available or enabled via the Website (collectively, the “Services”), clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services. 

Subject to Section 15.9 of this Agreement, Clove reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.

  1. Registration. When registering an account for the Services (“Account”), you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current. You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You further agree to notify Clove immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. You further agree that you will not maintain more than one Account at any given time. Clove reserves the right to remove or reclaim any usernames at any time and for any reason. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of Clove.
  2. Order Process.
    • Order Acceptance.Each part of any order that you submit to Clove constitutes an offer to purchase. If you do not receive a message from Clove confirming receipt of your order, please contact our Customer Service department before re-entering your order. Clove's confirmation of receipt of your order does not constitute Clove's acceptance of your order. Clove is only deemed to have accepted your order once the product(s) you ordered have been shipped, (collectively, the “Products”).  If you do not receive an email from Clove confirming receipt of an order that you placed, please contact Clove at support@goclove.com before you attempt to place another order.
    • Order Issues.Although we strive to accept all valid orders, Clove reserves the right to deny any order for any reason, including if: (i) we discover an error in pricing and/or other information about the Product or receive insufficient or erroneous billing, payment, and/or shipping information, (ii) we suspect an order has been placed using stolen payment card information or otherwise appears to be connected to fraud, or (iii) the ordered Product is unavailable due to discontinuance or otherwise. We may also refuse any order that is connected with a previous payment dispute. 
    • Order Cancellation.If any Product is discontinued or otherwise becomes unavailable, Clove reserves the right to cancel your order and provide you a refund for the amount paid for the Product.
    • Restrictions on Resale.To protect the intellectual property rights of Clove and its licensors and suppliers, any resale of Products for personal and/or business profit is strictly prohibited. Clove reserves the right to decline any order that we deem to possess characteristics of reselling.
  3. Fees and Purchase Terms.
    • You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You also agree to pay all applicable taxes. You must provide Clove with valid payment information in connection with your orders. By providing Clove with your payment information, you agree that (i) Clove is authorized to immediately invoice your Account for all fees and charges due and payable to Clove hereunder, (ii) Clove is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services, including without limitation, Stripe, Authorize.net, and Recharge), and (iii) no additional notice or consent is required for the foregoing authorizations. You agree to immediately notify Clove at support@goclove.com of any change in your payment information. Clove reserves the right at any time to change its prices and billing methods. Please contact support@goclove.com regarding any billing disputes.
    • Except as set forth in Section 2.3 or in any separate refund policy posted on the Services, all fees are non-refundable.
    • Third-Party Provider. Our store is hosted on Shopify, Inc. (“Shopify”). They provide us with the online e-commerce platform that allows us to sell our Products to you, and provide payment services to us (e.g., credit card transaction processing, merchant settlement, and related services). By purchasing any Product, you agree to be bound by Shopify’s Payment Terms of Use, available at https://www.shopify.com/legal/terms-payments-us, and Privacy policy available at https://www.shopify.com/legal/privacy, to provide and authorize Clove and Shopify to share any information and payment instructions you provide to the minimum extent required to complete payment transactions.
    • Discounts and Promo Codes.We may, in our sole discretion, create discounts and promotional codes that may be redeemed for credit in your Account, or other features or benefits, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Promo Codes may only be used once per person. Only Promo Codes sent to you through official Clove communications channels are valid. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not redeemable for cash; and (vi) may expire prior to your use. 
  4. User Content.
    • Responsible Party for Content.You acknowledge that all content is the sole responsibility of the party from whom such content originated. This means that each User is entirely responsible for all content that that User makes available through the Services (“User Content”). Clove has no obligation to pre-screen any content. You use all User Content and interact with other Users at your own risk. Without limiting the foregoing, Clove reserves the right in its sole discretion to pre-screen, refuse, or remove any content. Clove shall have the right to remove any content that violates this Agreement or is otherwise objectionable. 
    • Ownership of Your Content.Clove does not claim ownership of any User Content you make available on the Services (“Your Content”). However, when you as a User post or publish Your Content on or in the Services, you represent that you have all of the necessary rights to grant Clove the license set forth in Section 4.3. Except with respect to Your Content, you agree that you have no right or title in or to any content that appears on or in the Services. 
    • License to Your Content.Subject to any applicable Account settings, you grant Clove a right to copy, use, and display Your Content (in whole or in part) and create derivative works from Your Content for purposes of operating and providing the Services. Note that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services. 
    • Ratings and Reviews.Ratings and reviews posted by Users on our Services are User Content that is not endorsed by Clove and does not represent the views of Clove. Clove does not assume liability for ratings and reviews or for any claims for economic loss resulting from such ratings and reviews. Because we expect Users to maintain a high level of integrity with respect to ratings and reviews posted through the Services, you agree: (i) to base any rating or review you post only on your first-hand experience with the applicable institution, business, product, or service; (ii) you will not provide a rating or review for any institution, business, product, or service with respect to which you have a competitive, ownership or other economic interest or employment relationship; (iii) you will not submit a rating or review in exchange for payment or other benefits from any individual or entity; and (iv) your review will comply with the terms of this Agreement. If we determine, in our sole discretion, that any rating or review could diminish the integrity of the ratings and reviews, we may exclude such User Content without notice.
    • Other Restrictions on User Conduct.You agree not to use the Services for any purpose prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third-party to) (a) take any action or (b) make available any content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Clove's prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; or (v) impersonates any person or entity, including any employee or representative of Clove. 
  5. You agree that your submission of any ideas, suggestions, documents, and/or proposals to Clove (“Feedback”) is at your own risk and that Clove has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Clove a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
  6. Ownership of and License to Use Services.
    • Use of the Services. Except with respect to User Content, Clove and its suppliers own all rights, title and interest in the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Subject to this Agreement, Clove grants you a limited license to use the Services solely for your personal non-commercial purposes. Any future release, update or other addition to the Services shall be subject to this Agreement. Clove, its suppliers, and its service providers reserve all rights not granted in this Agreement.
    • Clove's stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Clove and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
  7. Restrictions on Use of the Services. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Services or any portion of Services;  (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Clove’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services; (f) you shall not access Services in order to build similar or competitive products or services; (g) except as expressly stated herein, no part of Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Services. Any future release, update or other addition to Services shall be subject to this Agreement.  Clove reserves all rights not granted in this Agreement.  Any unauthorized use of Services terminates the licenses granted by Clove pursuant to this Agreement. The foregoing sentence is not exclusive of any other rights or remedies that may be available to Clove under law, equity, statute, or otherwise.
  8. Third-Party Services. The Services may contain links to third-party services such as third party websites, applications, or ads (“Third-Party Links”).  When you click on such a link, we will not warn you that you have left the Services.  Clove does not control and is not responsible for Third-Party Links.  Clove provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links.  Your use of all Third-Party Links is at your own risk.
  9. Indemnification. You agree to indemnify and hold Clove, its parents, subsidiaries, affiliates, officers, employees, contractors, agents, business partners, and licensors (collectively, the “Clove Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your misuse of the Services; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations.  Clove reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Clove in asserting any available defenses.  You agree that the provisions in this Section will survive any termination of this Agreement or your access to Services.
  10. Disclaimer of Warranties and Conditions.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES AND ANY PRODUCTS OFFERED THROUGH THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES AND ANY PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CLOVE INDEMNITEES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARISING FROM THE PRODUCTS AND SERVICES.

Descriptions, images, references, features, content, specifications, products, prices, and availability of any Products are subject to change without notice. our current prices can be found on the SERVICES. We make reasonable efforts to accurately display the attributes of our Products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any Products on the SERVICES at a particular time does not imply or warrant that these Products will be available at any time. 

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. 

  1. Limitation of Liability.
    • Disclaimer of Certain Damages.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CLOVE PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT CLOVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
    • Cap on Liability.UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE CLOVE PARTIES ARE LIABLE TO YOU EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO CLOVE BY YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY.  THE LAWS OF SOME OTHER STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE LIMITATIONS SET FORTH IN THIS SUBSECTION MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS. 
    • User Content and Settings.The Clove Parties assume no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content, User communications, or personalization settings.
    • Basis of the Bargain.The limitations of damages set forth above are fundamental elements of the basis of the bargain between Clove and you.  
  2. Procedure for Making Claims of Copyright Infringement. If you believe content posted on the Services infringes your copyright rights, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Correspondence to our Copyright Agent regarding notice of claims of copyright infringement should be addressed to: Clove Brand, Inc., 21 S 11th Street, Suite 502, Philadelphia, PA 19107.
  3. At its sole discretion, Clove may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, Clove reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Clove for any purchases will remain due.
  4. International Users. Services can be accessed from countries around the world and may contain references to services and content that are not available in your country.  These references do not imply that Clove intends to announce or promote the availability of such services or content in your country.  Services are controlled and offered by Clove from its facilities in the United States of America. Clove makes no representations that Services are appropriate or available for use in other locations.  Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
  5. Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Clove and limits the manner in which you can seek relief from us. 
    • Applicability of Arbitration Agreement.You agree that any dispute between you and us relating in any way to the Products, Services, or this Agreement, will be resolved by binding arbitration, rather than in court, except that (1) you and we may assert claims in small claims court if the claims qualify; and (2) you or Clove may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement. 
    • Arbitration Rules and Forum.The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Clove Brand, Inc., 21 S 11th Street, Suite 502, Philadelphia, PA 19107. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at jamsadr.comor by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and you cannot obtain a waiver from JAMS, Clove will pay them for you. 

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the U.S. county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 

  • Authority of Arbitrator.The arbitrator shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Clove. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us. 
  • Waiver of Jury Trial.YOU AND Clove HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (OTHER THAN SMALL CLAIMS COURT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Clove are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. 
  • Waiver of Class or Other Non-Individualized Relief.ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER OR PERSON. If a decision is issued stating that applicable law precludes enforcement of any of this Section 15.5’s limitations as to a given claim for relief, then the applicable claim must be severed from the arbitration and brought into the state or federal courts located in Pennsylvania in accordance with Section 16.4.  All other claims shall be arbitrated. 
  • 30-Day Right to Opt Out.You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: Clove Brand, Inc., 21 S 11th Street, Suite 502, Philadelphia, PA 19107 or email to support@goclove.com within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us. 
  • Except as provided in Section 15.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. 
  • Survival of Agreement.This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with Clove. 
  • Notwithstanding any provision in this Agreement to the contrary, we agree that if Clove makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Clove at the following address: Clove Brand, Inc., 21 S 11th Street, Suite 502, Philadelphia, PA 19107.
  1. General Provisions.
    • Electronic Communications. The communications between you and Clove use electronic means, whether you visit Services or send Clove e-mails, or whether Clove posts notices on Services or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from Clove in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Clove provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document.  The foregoing does not affect your statutory rights.
    • Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Clove’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
    • Force Majeure. Clove shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
    • Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Clove agree that all claims and disputes arising out of or relating to this Agreement or the Services will be litigated exclusively in the state courts located in Philadelphia County, Pennsylvania or federal courts located in the District of Pennsylvania.
    • Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of DELAWARE, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to thIS Agreement.
    • Notice. Where Clove requires that you provide an e-mail address, you are responsible for providing Clove with your most current e-mail address.  In the event that the last e-mail address you provided to Clove is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Clove’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Clove at the following address: Clove Brand, Inc., 21 S 11th Street, Suite 502, Philadelphia, PA 19107.  Such notice shall be deemed given when received by Clove by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
    • Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: Clove Brand, Inc., 21 S 11th Street, Suite 502, Philadelphia, PA 19107 or e-mail support@goclove.com. We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
    • Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    • Severability. Subject to Section 15.7, if any portion of these Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
    • Export Control. You may not use, export, import, or transfer Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws.  In particular, but without limitation, Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
    • Consumer Complaints.In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
    • Entire Agreement. This Agreement are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.