Thank you for joining and participating in the HOVER community (“HOVER community”).
HOVER community is provided by Hover Inc. of 225 Bush St, Floor 7, San Francisco, CA 94104 (“HOVER,” “we” or “us”) based on technology provided by and in partnership with Chaordix, Inc. of 400 3rd Avenue SW, Suite 3700, Calgary AB T2P 4H2, Canada (“Chaordix”).
You must be 18 years of age or over to participate in HOVER community and be able to form legally binding contracts under applicable law. You represent that you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in this Agreement.
1.1 During the Term (as defined below) and subject to this Agreement, we grant you a limited, non-exclusive, non-sub-licensable, revocable license to access and use HOVER community solely to enable your participation in HOVER community.
1.2 The licence granted above depends upon your compliance with this Agreement and such other rules as, following written notice to you, we may impose from time to time upon your use of our services and of HOVER community. HOVER community and services (and any outputs thereof) provided by us to you and any copies thereof made by you are and shall remain our exclusive property.
1.3 Except for the rights specifically granted under this Agreement, you are not given any right, title or interest in or to HOVER community or the services (and any outputs thereof), and we expressly reserve all such rights, titles and interests. You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us and/or our licensors.
ACCEPTABLE USE AND CONDUCT
2.1 You are solely responsible for your conduct on HOVER community. You specifically agree, represent and warrant that you will not do anything on HOVER community that:
(a) infringes, violates or misappropriates any third party’s intellectual property rights or other proprietary rights or contractual rights;
(b) is intended for spamming, “chain letters,” “pyramid schemes,” advertisement of any type, or other advertising or marketing activities that violate this Agreement, any applicable laws, regulations or generally-accepted advertising industry guidelines, including to other users whether on or off HOVER community;
(c) is misleading, deceptive or fraudulent, illegal or promotes illegal activities, such as engaging in phishing or otherwise obtaining financial or other personal information;
(d) is libellous or defamatory, or is threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of another’s privacy;
(e) is hateful or discriminatory based on race, colour, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation, age, or other protected class, or is otherwise objectionable, as reasonably determined by HOVER;
(f) interferes with the proper working of HOVER community or prevents others from using HOVER community;
(g) facilitates the unlawful distribution of copyrighted content; or
(h) involves the use of misleading email or IP addresses, or forged headers or otherwise manipulated identifiers to disguise the origin of content transmitted through HOVER community or to users.
Additionally, you agree not to:
(i) “stalk” or otherwise harass anyone;
(j) collect, use or disclose data, including personal information, about other users without their consent or for unlawful purposes or in violation of applicable law or regulations;
(k) impersonate a HOVER community employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity or HOVER community without authorisation;
(j) request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Member of HOVER community, including those for HOVER community;
(m) use any profanity or post any content that HOVER reasonably determines constitutes pornography or is adult in nature;
(n) use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from HOVER community;
(o) post irrelevant content, repeatedly post the same or similar content or otherwise impose an unreasonable or disproportionately large load on HOVER community’s infrastructure or systems;
(p) attempt to gain unauthorised access to HOVER community’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, HOVER community; or
(q) take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of HOVER community or for using it for purposes unrelated to HOVER community).
2.2 You agree not to authorise or encourage any third party to use HOVER community to facilitate any of the foregoing prohibited conduct. You also agree to immediately notify HOVER community in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement.
2.3 Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to:
(a) run, rent, lease, loan, or sell access to HOVER community or HOVER community technology;
(b) decompile or reverse engineer or attempt to access the source code of the software underlying HOVER community or HOVER community technology;
(c) copy, archive, store, reproduce, rearrange, modify, adapt, download, upload, create derivative works from, display, perform, publish, distribute, redistribute or disseminate any HOVER community technology;
(d) access HOVER community to build a product using similar ideas, features, functions, interface or graphics of HOVER community or the material posted within HOVER community including Submissions (as defined below);
(e) access HOVER community to conduct market or technical research of HOVER, its products, services, or the material posted within HOVER community including Submissions (as defined below);
(f) access (or attempt to access) any service on HOVER community by any means other than as permitted in this Agreement;
(g) circumvent, disable or otherwise interfere with security-related features of HOVER community; or
(h) delete the copyright and other proprietary rights notices on HOVER community.
OWNERSHIP OF CONTENT
3.1 You may voluntarily choose or HOVER may invite you to submit feedback, information, data, text, software, messages, ideas, proposals, suggestions, responses, documents or other materials, including but not limited to reviews of HOVER products and services (each, a “Submission”). You agree that you are solely responsible for all of your Submissions. Further, we do not guarantee that you will be able to edit or delete any Submission you have submitted.
3.2 By submitting any Submission, you represent and warrant that:
(a) Your Submissions (including, without limitation, all rights to the reproduction and display of your Submissions) are your own and not the property of third parties or, alternatively, you have acquired all necessary rights in your Submissions to enable you to grant to us the rights in your Submissions as described in this Agreement;
(b) You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your Submissions;
(c) Your Submissions do not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
(d) You voluntarily agree to waive all “moral rights,” “author’s rights” or similar rights in any jurisdiction that you may have in your Submission;
(e) Any information contained in your Submission is not known by you to be false, inaccurate, or misleading;
(f) Your Submission does not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
(g) Your Submission is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another's privacy;
(h) You were not and will not be compensated or granted any consideration, monetary or otherwise, by any third party for submitting your Submission;
(i) Your Submission does not incorporate materials from a third-party website, or addresses, e-mail addresses, contact information, or phone numbers (other than your own);
(j) Your Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
(k) Your Submission does not contain any information that is confidential, proprietary, or personal to you or to any other person; and
(l) Your Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
3.3 You or we are not under any obligation of confidentiality, express or implied, with respect to the Submission. You acknowledge that we may have something similar to the Submission already under consideration or in development. You are not entitled to any compensation or reimbursement of any kind from us for the Submission under any circumstances.
3.4 We retain all rights of ownership to all content created on and submitted to HOVER community. You hereby assign all right, title and interest in your Submissions to HOVER you are entitled to convey. To the extent you cannot assign HOVER full rights, you hereby grant us a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right and licence to:
(a) use, make, have made, import, copy, reproduce, publish, upload, post, transmit, distribute, publicly display, publicly perform, modify, create derivative works from, and otherwise freely use any Submission (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
(b) display advertisements in connection with your Submissions and to use your Submissions for advertising and promotional purposes; and
(c) disclose metrics regarding Submissions, or derived from Submissions, for advertising, marketing and business development purposes.
3.5 We may, but are not obligated to, pre-screen Submissions or monitor any area of HOVER community through which Submissions may be submitted. We are not required to host, display, or distribute any Submissions on or through HOVER community and may remove at any time or refuse any Submissions for any reason. We are not responsible for any loss, theft, or damage of any kind to any Submissions.
3.6 Without limiting the foregoing, we reserve the right to retain copies of all content for archival purposes after termination of this Agreement.
3.7 Additionally, you understand and agree that any content you create that is displayed on HOVER community may continue to appear on HOVER community, even after you have terminated your HOVER community account or terminated this Agreement, as portions of your content may have been incorporated into member profiles, RSS feeds or other features.
TRADEMARKS AND LEGAL NOTICES
4.1 HOVER community trademarks, logos, images, service marks, trade names and other distinctive branding features used on HOVER community are the trademarks of HOVER community, its licensors or assignors and may not be used without permission. Other trademarks, logos, and trade names that may appear on HOVER community are the property of their respective owners. You agree that you will not use HOVER community to disparage HOVER in any manner or otherwise damage the goodwill associated with our or Chaordix’s names or trademarks.
OWNERSHIP OF TECHNOLOGY AND INTELLECTUAL PROPERTY
5.1 You agree that as between you, Chaordix and HOVER community, Chaordix owns all right, title and interest, including all intellectual property rights, in and to the technology on which HOVER community operates. Additionally, you further agree that we own all rights, title and interest, including, all intellectual property rights to content created on, created with, or submitted to HOVER community. You shall not acquire any right, title or interest therein, except for the limited rights expressly set forth in this Agreement. Any rights not expressly granted herein, are reserved to us.
5.2 Additionally, HOVER community may display hyperlinks or any other form of link or redirection of your connection to other sites (“Third Party Sites”). These Third Party Sites are in no way integrated into HOVER community and the inclusion of any link does not imply HOVER community’s affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. HOVER community expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to, by, or through HOVER community. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK.
5.3 All links to HOVER community and it respective and related websites must be approved in writing by us, except that we consent to links in which the link and the pages that are activated by the link do not:
(a) create frames around any page on this website or use other techniques that alter in any way the function, visual presentation or appearance of any content within this site;
(b) misrepresent your relationship with us or Chaordix;
(c) imply that we, or Chaordix, approve or endorse you, your website, or your service or product offerings; and
(d) present false or misleading impressions about us or Chaordix.
As a further condition to being permitted to link to this site, you agree that we, or Chaordix, may at any time, in our/its sole discretion, terminate permission to link to this website. In such event, you agree to immediately remove all links to this website and to cease using any of our or Chaordix's trademarks.
REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to HOVER and Chaordix that you will comply with all applicable laws, rules, and regulations in connection with your use of HOVER community including your promotional or other activities off HOVER community that relate to your participation in HOVER community.
HOVER COMMUNITY'S RELATIONSHIP WITH USERS
You acknowledge that HOVER or Chaordix may terminate your account or otherwise restrict your access in accordance with this Agreement.
MEMBER DATA PRIVACY AND COOKIES
7.1 You agree to provide accurate information and keep the information current. You agree to keep your login name and password confidential, and not give it to anyone else. You agree not to log in using someone else’s credentials. You agree to contact us if you think your account has been accessed without your approval or if you believe your login name and password have been stolen. HOVER community reserves the right to log off or deactivate Member accounts that are inactive for an extended period of time.
7.2 HOVER community will not be liable for any loss that you may incur as a result of someone else using your HOVER community username or password, either with or without your knowledge. However, you may be held liable for losses incurred by HOVER community or another party due to someone else using your HOVER community username or password. In other words, please be careful with your HOVER community credentials.
8.1 Information on HOVER community or associated sites is not promised or guaranteed to be correct, current, or complete, and this site may contain technical inaccuracies or typographical errors. Neither HOVER nor Chaordix assumes responsibility (and therefore expressly disclaim responsibility) for updating this site to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all posted information before making any decision related to any services, products, or other matters described in this site.
8.2 Neither HOVER nor Chaordix provide any assurances that any reported problems will be resolved, even if we or Chaordix elect to provide information with the goal of addressing a problem.
DISCLAIMER OF WARRANTIES
9.1 Use of HOVER community is at your sole risk. All materials, commentary, information, products, software, programs and services are provided “as is,” with no warranties or guarantees whatsoever as to condition or accuracy, reliance by any Member or visitor to HOVER community on such materials is by the Member’s or visitor’s sole risk. HOVER and Chaordix expressly disclaim to the fullest extent permitted by law all express, implied, statutory and other warranties, guarantees, or representations, including, without limitation, the warranties of satisfactory quality, fitness for a particular purpose, and non-infringement of proprietary and intellectual property rights in using HOVER community. Without limitation, we and Chaordix make no warranty or guarantee that this website will be uninterrupted, timely, secure, or error-free.
9.2 No advice or information, whether oral or written, obtained by you from HOVER community members, HOVER or Chaordix or their respective successors, affiliates, contractors, employees, suppliers, licensors, partners or agents, or through or from HOVER community shall create any warranty not expressly stated in this agreement.
9.3 The downloading or obtaining of any material from or through HOVER community is at your own discretion and risk and you will be solely responsible for any loss of data or damage to your computer system or other device that results from your use of HOVER community.
10.1 You agree to indemnify, defend, and hold harmless HOVER and Chaordix, and their successors, subsidiaries, affiliates, co-branders, contractors, employees, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) arising out of or relating to:
(a) Your use or misuse of, or connection to, HOVER community;
(b) Your breach or alleged breach of this Agreement;
(c) Your violation of any rights (including intellectual property rights) of a third party;
(e) Your breach or alleged breach of any agreement or policy between you and other users.
10.2 HOVER reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of HOVER. HOVER will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
LIMITATION OF LIABILITY
IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT, OR ITS AGENTS, SUPPLIERS, OR ANY OF THE FOREGOING DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA OR DATA USE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH OF HOVER AND CHAORDIX TOTAL LIABILITY TO YOU FOR ANY AND ALL LOSSES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE SHALL IN NO CIRCUMSTANCES EXCEED THE GREATER OF $100USD OR THE TOTAL AMOUNTS PAID TO HOVER community BY YOU IN THE TWELVE MONTHS PRECEDING ANY CLAIM.
CHANGES TO HOVER COMMUNITY
HOVER reserves the right at any time to modify, suspend, or discontinue providing HOVER community or any part thereof with or without notice. HOVER will not be liable to you or to any third party for any modification, suspension or discontinuance of HOVER community.
Neither HOVER nor Chaordix want to receive confidential or proprietary information from you through HOVER community. Please note that any information, content or material posted or uploaded to HOVER community that is not already a Submission will NOT be deemed confidential and HOVER is free to exploit such information, content or material. However, we will not release your name or otherwise publicise the fact that you submitted materials or other information to us unless:
(a) we obtain your permission to use your name;
(b) we first notify you that the materials or other information you submit to a particular part of this site will be published or otherwise used with your name on it; or
(c) we are required to do so by law.
We may amend, modify, change, add or remove portions of this Agreement or any related guidelines or policies at any time subject to reasonable notice. The revised version will be effective at the time described in such notice. Please check HOVER community periodically for changes. Your continued use of HOVER community after reasonable posting of the notified changes constitutes your binding acceptance of such changes. If a revised version includes a material change, it will be effective for an existing user on the earlier of:
(a) the date you accept it; and
(b) 30 days after the material changes are initially posted to HOVER community.
TERM, TERMINATION AND SURVIVAL
11.1 This Agreement shall remain in full force and effect unless and until your account is terminated as provided herein (the “Term”). You may terminate your membership on HOVER community at any time and for any or no reason by following updating your preferences on the site. Additionally, you may terminate your HOVER community account and end your use of HOVER community at any time and for no reason by contacting us at [email protected]
11.2 HOVER community has the right (at its sole discretion) for any reason to:
(a) delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of HOVER community; or
(b) shut down HOVER community, with or without notice, and with no liability of any kind to you.
11.3 If you terminate your account, we will have no obligation to refund you any fees you may have paid, or return or retain any data or content, in each case except as may be required by applicable law.
11.4 Upon deactivating your account, this Agreement will terminate and you will no longer have a right to access your account OR any content you may have created. Notwithstanding the foregoing, the following sections shall survive the termination: Ownership of Content, Trademarks and Legal Notices, Ownership of Technology and Intellectual Property, Representations and Warranties, Disclaimers, Disclaimer of Warranties, Indemnity, Limitation of Liability, and Governing Law.
11.5 If any provision of this Agreement is prohibited by law or held by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws and courts of the state of California.
RELATIONSHIP OF THE PARTIES
The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that neither HOVER nor Chaordix has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
NO THIRD PARTY BENEFICIARIES
None of the provisions of this Agreement are intended to, or will, confer a benefit on or be enforceable by any third parties.
12.1 The failure of HOVER or Chaordix to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties’ intentions as reflected in this provision, and the other provisions of this Agreement remain in full force and effect.
12.2 You may not delegate your duties under this Agreement or assign this Agreement or your HOVER community accounts or credentials, in whole or in part. HOVER or Chaordix may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law), consolidation, reorganisation, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties’ permitted assignees, transferees and successors.
12.4 The terms “including” and “includes” shall be deemed to be followed by the statement “without limitation” and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.
12.5 You may receive notices, including those regarding changes to this Agreement or any of HOVER community’s terms and conditions through HOVER community.
If you have a question about this Agreement, or our handling of your information, you can contact us at [email protected]
If you have a question, comment or suggestion about the technology of HOVER community, you can contact Chaordix at [email protected]