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End User Terms and Conditions

    Last Modified: April 2026

    These End User Terms and Conditions (these “Terms” or this “Agreement”) 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, unless a separate written agreement is signed by Clover Learning and you, in which case your use of the Clover Learning Platform and Products shall be governed by such agreement.

    IMPORTANT NOTE: PLEASE READ THESE TERMS CAREFULLY. THE TERMS SERVE AS A LEGAL AGREEMENT BETWEEN YOU AND CLOVER LEARNING AND MAY IMPACT YOUR LEGAL RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US. PLEASE REFER TO THE SECTION TITLED “DISPUTE RESOLUTION; ARBITRATION AGREEMENT,” WHICH REQUIRES THAT CERTAIN DISPUTES BE SETTLED THROUGH MANDATORY BINDING ARBITRATION AND PRECLUDE YOU FROM LEADING OR PARTICIPATING IN A CLASS ACTION, AS WELL AS THE SECTIONS TITLED “CLASS ACTION WAIVER” AND “JURY TRIAL WAIVER” WHICH CONTAIN A CLASS ACTION WAIVER AND JURY TRIAL WAIVER FOR NON-ARBITRABLE DISPUTES.

    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.

    1. Definitions.

    “Access Credentials” means (i) the unique access code that will allow an End User to access the Content, typically provided to an End User when Content is purchased through a reseller or Customer; and/or (ii) the login and password credentials that allow you to access the Content pursuant to the terms of your Order via the Platform.

    “Access Period” means the period of time that an End User may access the Content with your Access Credentials.

    “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.

    “Products” means Clover Learning’s products and Content delivered to Customers and End Users hereunder.

    “Services” means the services provided by Clover Learning to Customers and End Users hereunder.

    “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.

    2. Access and Use.

    2.1 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 provided via your Access Credentials. 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 Access Credentials 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. Access Credentials shall be for a single End User and may not be shared.

    2.2 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.

    2.3 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 Credentials with any third party; (ii) copy, modify, or create derivative works of the Clover Learning IP, any component thereof, in whole or in part; (iii) 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.

    2.4 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.

    2.5 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.

    2.6 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.

    3. End User Responsibilities.

    3.1 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.

    3.2 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 Content 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.

    3.3 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 Access Credentials. You acknowledge and agree that you will complete any Content without assistance. You acknowledge that you are prohibited from: engaging third parties to complete (or assist you in completing) any training or assessment on your behalf (also known as proxy test-taking or contract cheating), enabling remote access or screen-sharing software during your use of any Clover Learning Product, using “smart” glasses during the use of any Clover Learning Product, or using any technology (including artificial intelligence), device, or third party to circumvent the integrity of the training and any related course materials.

    3.4 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.

    4. Privacy Policy.

    Clover Learning complies with its privacy policy, available at https://cloverlearning.com/privacy-policy (“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.

    5. 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.

    6. 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.

    7. 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.

    8. 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.

    9. Artificial Intelligence – General.

    9.1 Restrictions. You acknowledge and agree that the Clover Learning Products and Services shall not be used, directly or indirectly, to train, develop, enhance, inform or improve any artificial intelligence tools, systems, models, or algorithms. This prohibition applies irrespective of whether the artificial intelligence tools, systems, models, or algorithms are developed for commercial or non-commercial purposes. Clover Learning reserves the right to monitor your use of the Clover Learning Products and Services and take appropriate action, including immediately suspending and/or indefinitely terminating your Account and/or your access to Clover Learning Products and Services without refund due to a violation of this provision.

    9.2 Clover Learning Generative AI Services. Certain Clover Learning Products and Services contain generative artificial intelligence features, applications, and tools intended to generate content within the Clover Learning Products and Services (collectively, “Clover Learning Generative AI Services”). The use of such Clover Learning Generative AI Services may require that you provide input into the Clover Learning Generative AI Services (“Input”) and receive output from the Clover Learning Generative AI Services (“Output”). Input is considered User Content (hereinafter defined) and is subject to terms in the “User Content” section below. We may use Input to (a) provide, maintain, develop, train, tune, and improve our Clover Learning Generative AI Services, (b) comply with applicable law, and (c) enforce our Agreement; by providing Input, you are permitting Clover Learning to use it for all of the foregoing purposes. When you use Clover Learning Generative AI Services, you understand and agree: (i) Output may not always be accurate and could contain errors, bias, hallucinations and inaccurate information; you should not rely on Output from Clover Learning Generative AI Services as a sole source of truth or factual information, (ii) you must evaluate Output for accuracy and appropriateness for your use case, including using human review and verification as appropriate, before using or sharing Output from the Clover Learning Generative AI Services, and (iii) you must not use any Output relating to a person for any purpose that could have a legal, health, or any other material impact on that person or their circumstances, such as making educational, employment, medical, financial, or other important decisions about them. Due to the nature of our Clover Learning Generative AI Services and artificial intelligence generally, Output may not be unique and other users may receive similar output from our Clover Learning Generative AI Services. Clover Learning does not guarantee the accuracy, reliability, completeness, up-to-date nature, suitability or availability of the Clover Learning Generative AI Services or any Output.

    You represent and warrant that your use of Clover Learning Generative AI Services will comply, in all regards, with the terms of this Agreement and that you will not use Clover Learning Generative AI Services for any Prohibited Uses, as defined herein.

    10. Artificial Intelligence – Chat and SMS.

    10.1 General. Certain Clover Learning Products and Services include chat (“Clover Learning Chat”) and/or SMS text (“Clover Learning SMS”) functionality that is operated by a chatbot through Clover Learning Generative AI Services and is intended to assist students and instructors using Clover Learning Products and Services with their learning and instruction objectives. Your use of Clover Learning Chat and Clover Learning SMS are subject to the terms of this Agreement, Clover Learning’s Privacy Policy, as well as any other terms appearing in the Clover Learning Product or Service with which you are using such functionality. If you violate any of these terms, Clover Learning reserves the right in its sole discretion to suspend or terminate your access to Clover Learning Chat and/or Clover Learning SMS, Clover Learning Products and Services and Clover Learning sites.

    10.2 Eligibility to use Clover Learning Chat. By using Clover Learning Chat and Clover Learning SMS, you are indicating your agreement with these terms. If you are under the age of 18, you are required to obtain consent from a parent or legal guardian to using Clover Learning Chat and Clover Learning SMS and, by continuing to use each such functionality, you represent and warrant that you have obtained such consent. If you are a parent or legal guardian of a user, you acknowledge and agree that you are fully responsible for the acts or omissions of such user in relation to use of Clover Learning Chat and Clover Learning SMS.

    10.3 Separate Terms for Clover Learning SMS. In addition to these terms, use of Clover Learning SMS is subject to separate Clover Learning SMS Terms that will be presented for acceptance to users of Clover Learning Products and Services which offer Clover Learning SMS as an optional feature; user acceptance of such terms is required prior to using Clover Learning SMS. By providing Clover Learning with your phone number to text with Clover Learning SMS, you understand and agree that Clover Learning may send you texts even if your number is registered on a state or federal Do Not Call list. By separately agreeing to Clover Learning’s SMS Terms, you authorize Clover Learning to use automated or nonautomated technology to send texts to the phone number associated with your consent.

    10.4 If you are using Clover Learning SMS, message and data rates may apply, so depending on your plan with your wireless or other applicable provider, you may be charged by your carrier or other applicable provider. Clover Learning SMS texts are supported on all U.S. carriers. The supporting mobile carriers may change without notice and may be limited to specific carriers. Clover Learning and mobile carriers are not liable for delayed or undelivered messages. Clover Learning SMS texts may not be compatible with all cell phone models. After activating Clover Learning SMS, users will have help and opt-out options.

    10.5 Use of Artificial Intelligence. Clover Learning Chat and Clover Learning SMS are Clover Learning Generative AI Services and your use of such functionality is subject to the “Artificial Intelligence” section in this Agreement. You must take all necessary precautions to verify Output (as defined herein) generated through Clover Learning Chat and/or Clover Learning SMS, as it may contain errors, bias and inaccurate information.

    10.6 Your User Content. All content, material and information that you post or submit in connection with your use of Clover Learning Chat and Clover Learning SMS is considered User Content (as defined herein) and you agree that any such content that you post or submit will comply with the terms in this Agreement and you will not engage in any Prohibited Uses (as defined herein) in connection therewith.

    10.7 Intended Use. Clover Learning Chat and Clover Learning SMS are intended to be used solely for educational purposes; any other use is strictly prohibited. You understand that Clover Learning Chat and Clover Learning SMS operate with artificial intelligence and that, when you use such functionality, you are interacting with a chatbot designed strictly to provide information to assist students using Clover Learning Products and Services with their learning objectives, and faculty with related instruction.

    10.8 Prohibited Use. You must not use Clover Learning Chat or Clover Learning SMS for any Prohibited Uses (as defined herein). Clover Learning Chat and Clover Learning SMS are not designed or intended to simulate social interaction of any kind, or to meet a user’s social, companion, medical, psychological or therapeutic needs. Neither Clover Learning Chat nor Clover Learning SMS is a companion chatbot and each must not be used for any of the foregoing purposes.

    10.9 Data Collection and Sharing. Clover Learning will collect data and usage analytics, in connection with your use of Clover Learning Chat and Clover Learning SMS, in accordance with the above referenced Clover Learning Privacy Policy. You understand and agree that your communications with Clover Learning Chat and Clover Learning SMS will be recorded and stored for Clover Learning’s quality and training purposes and to improve Clover Learning Products and Services and may be shared with your Institution. We may also share your chats and texts with our third-party service providers, if any are used in connection with the delivery of the applicable Clover Learning Products and/or Services with which you are using such functionality. By using Clover Learning Chat and Clover Learning SMS, you consent to the foregoing.

    11. Artificial Intelligence – Prohibited Uses.

    You agree you will not use any Clover Learning sites, Clover Learning Products, Clover Learning Services, Clover Learning Generative AI Services, Clover Learning Chat, Clover Learning SMS, or any functionality, feature, tool or application provided by Clover Learning for any of the following prohibited uses (collectively, “Prohibited Uses”):

    1. to violate the privacy rights of any person or to submit, post, upload or distribute any information that is personal, confidential or sensitive;
    2. to submit, post, upload, transmit or distribute or attempt to generate any content or material that would be considered obscene, defamatory, illegal, racist, offensive, damaging, unethical, threatening, or in violation of any law;
    3. for any social, companion, medical, psychological or therapeutic purpose;
    4. to submit, post, upload, transmit or distribute any material that infringes or otherwise violates any third-party rights, including any copyrights, trademarks, trade secrets, moral rights, or other proprietary rights or any privacy or publicity rights;
    5. for any commercial purpose;
    6. for diagnostic medical treatment or patient care;
    7. to submit, post, upload, transmit or distribute any material that contains any viruses, adware, malware, or other harmful software or code;
    8. to send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes or harvest or otherwise collect information about users, including email addresses, without their consent;
    9. to impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Accounts of other users without permission, forge another person’s digital signature, misrepresent the source, identity or content of information transmitted via Clover Learning Products and Services, or perform any other similar fraudulent activity;
    10. to submit, post, upload, transmit or distribute any assessment content or learning materials owned by a third-party;
    11. to stalk, intimidate, threaten or otherwise harass or cause discomfort to any individual;
    12. to engage in any fraudulent, abusive or illegal activity;
    13. to use content generated by Clover Learning Generative AI Services before conducting careful review, evaluation, and verification of Output for accuracy; or
    14. to share or use content generated, derived or accessed by your use of Clover Learning Products and Services with any institution or individual other than the Institution with which your use of the applicable Clover Learning Products and Services is associated and its related personnel.

    12. User Content.

    12.1 General. Your use of Clover Learning Products and Services may involve the submission and posting of texts, chats, prompts, messages, photos, video, recordings and other content and materials submitted or posted by you and other users (“User Content”). You will be solely responsible for all User Content you post and grant Clover Learning, and anyone authorized by Clover Learning, a non-exclusive, royalty-free, and fully sublicensable right to use, reproduce, modify, adapt, publish, create derivative works from, distribute, perform and display such User Content on or in connection with Clover Learning Products and Services, as well as to share with your Institution and to improve Clover Learning Products and Services. User Content is considered non-confidential and non-proprietary. You understand that your Institution may see your User Content. Clover Learning has no obligation to monitor Clover Learning sites or the use thereof by our users, however Clover Learning and its agents may, at any time, review and remove User Content which, in Clover Learning’s sole discretion, violates the terms of this Agreement.

    12.2 User Responsibilities. When you submit or post User Content, you warrant and represent that such User Content complies with all terms in this Agreement. You are solely responsible for your conduct; Clover Learning is not responsible or liable for any user conduct. You agree not to submit, post, upload, or distribute any User Content for any Prohibited Uses (as defined herein) or which may expose Clover Learning or any third party to any harm or liability of any type.

    12.3 Liability Disclaimer. Neither Clover Learning, nor any of Clover Learning’s affiliates, suppliers, partners, licensors, or service providers endorse, control, make any representations or warranties regarding, or have any responsibility or liability to you for, any User Content (including all content posted by you and other users). Clover Learning does not endorse and does not warrant the accuracy, completeness or usefulness of any User Content and Clover Learning and its affiliates, suppliers, partners and licensors each expressly disclaim any and all liability in connection with User Content and any activity or communications related thereto. If notified that User Content allegedly does not conform to these terms or applicable policy, Clover Learning may investigate the allegation and determine in its sole discretion whether to remove the User Content at any time and without notice.

    12.4 Warranties. By uploading or otherwise submitting User Content, you warrant and represent that: (i) you are the creator and owner of such User Content or you have the legal right from the owner to use and submit it in connection with your use of Clover Learning Products and Services, along with all necessary licenses, rights, consents and permissions to use and to authorize Clover Learning to use and distribute your User Content pursuant to the licenses granted by you in this Agreement; (ii) your User Content does not and will not: (a) violate any law; (b) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right; (c) slander, defame, libel or invade the right of privacy, publicity or other property rights of any other persons; or (d) contain any viruses, adware, spyware, worms or other malicious code. Violators of these third-party rights may be subject to criminal and civil liability.

    In addition to the above, you warrant to Clover Learning that you will not submit, post, upload, transmit or distribute any User Content for or in connection with any Prohibited Uses (defined above).

    12.5 License to Clover Learning. When you upload or otherwise submit User Content to our sites, you give Clover Learning a perpetual worldwide license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute such content. Your User Content may also be used by Clover Learning to provide, maintain, develop, improve, and ensure the safety and integrity of our Products and Services. This license continues even if you stop using our Products and Services.

    13. 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).

    14. 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.

    15. 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 or 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.

    16. 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 Massachusetts 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 Massachusetts. 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 Massachusetts, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

    17. DISPUTE RESOLUTION; ARBITRATION AGREEMENT.

    PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS—INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT (BY REQUIRING YOUR DISPUTE TO BE SUBMITTED TO ARBITRATION) AND LIMITING YOUR RIGHTS TO RESOLVE YOUR DISPUTE AS PART OF A CLASS OR REPRESENTATIVE ACTION.

    17.1 Informal Dispute Resolution. Most disputes between you and CLOVER LEARNING arising from or relating to the Websites or these Terms of Service (“Disputes”) can be resolved informally, so if you have an issue with the services, you agree to reach out to us before initiating a lawsuit or arbitration, except as set forth in the Exceptions paragraph below (“Informal Dispute Resolution”). This requires emailing legal@ascendlearning.com a written notice (“Written Notice”), which must include: (1) your name; (2) the email address(es) associated with your relationship with CLOVER LEARNING; (3) a detailed description of the issue; and (4) how you’d like to resolve it. You must engage in this informal resolution process before starting any formal dispute resolution unless exempted by law. Applicable statutes of limitations and due dates for arbitration filing fees or other deadlines will be tolled upon receipt of the Written Notice to legal@ascendlearning.com while the parties attempt informal resolution.

    The Written Notice must be provided on an individualized basis and you and CLOVER LEARNING agree to personally meet and confer, via telephone or videoconference, to attempt to resolve the Dispute. If either party is represented by counsel, that party’s counsel may participate in the conference, but the party shall also personally attend the conference, unless one party states in writing that the other party is not required to personally attend.

    If the dispute is not resolved within sixty (60) days after receipt of the Written Notice, you and CLOVER LEARNING agree to resolve any remaining dispute through further informal discussions or one of the formal dispute resolution provisions below.

    17.2 Agreement to Arbitrate. If Informal Dispute Resolution fails, then either party may initiate binding arbitration as the sole means to resolve Disputes, subject to the provisions following this header through and including the paragraph titled “Changes to this Arbitration Agreement” (collectively, the “Arbitration Agreement”).

    The parties agree that this Arbitration Agreement is made pursuant to a transition in commerce and is governed by the Federal Arbitration Act (“FAA”). The arbitration will be administered by JAMS Mediation, Arbitration and ADR Services (“JAMS”). If JAMS is not available to arbitrate, the parties will mutually agree on an alternative arbitration provider.

    In accordance with the notice and opt-out provisions set forth herein, this Arbitration Agreement is intended to be interpreted broadly and it applies to all Disputes between you and CLOVER LEARNING, including but not limited to (1) claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement, or any prior agreement; and (2) claims that may arise after the termination of this Arbitration Agreement. This Arbitration Agreement supersedes any prior arbitration agreement between CLOVER LEARNING and you.

    Except as set forth in the paragraph below titled “Exceptions to Informal Dispute Resolution and Arbitration Agreement,” the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all Disputes. You and CLOVER LEARNING further agree that arbitrable Disputes include but are not limited to issues arising out of or relating to the interpretation, applicability, enforceability, formation, or performance of this Arbitration Agreement, including, but not limited to, any claim that all or any part of these terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or timing of any administrative or arbitrator fees.

    17.3 Waiver of Rights Including Jury Trial. THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE ANY DISPUTE, AND THAT RIGHTS TO DISCOVERY AND APPEALS MAY BE LIMITED IN ARBITRATION. THE PARTIES FURTHER UNDERSTAND THAT THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION IN SOME INSTANCES.

    YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE TERMS AND ARBITRATION AGREEMENT, YOU AND CLOVER LEARNING ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

    17.4 Class Arbitration and Collective Relief Waiver. YOU AND CLOVER LEARNING ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, AND EXCEPT AS PROVIDED HEREIN BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER REPRESENTATIVE ACTION (INCLUDING, WITHOUT LIMITATION, ANY PRIVATE ATTORNEY GENERAL ACTION), AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM; NOTWITHSTANDING THIS ACKNOWLEDGEMENT, YOU AGREE THAT ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF CLOVER LEARNING PROVIDES ITS CONSENT TO CONSOLIDATE IT IN WRITING.

    With the exception of the paragraph titled “Class Arbitration and Collective Relief Waiver” and the paragraph titled “Mass Filings,” if any part of this Arbitration Agreement is deemed to be invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision(s) were not contained herein. If, however, the paragraph titled “Class Arbitration and Collective Relief Waiver” and the paragraph titled “Mass Filings,” are found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor CLOVER LEARNING shall be entitled to arbitrate the dispute in question.

    This provision does not prevent you or CLOVER LEARNING from participating in a class-wide settlement of claims.

    17.5 Arbitration Rules. Except as modified by this Arbitration Agreement, JAMS will administer the arbitration in accordance with, as applicable, the JAMS Comprehensive Arbitration Rules and Procedures, Streamlined Arbitration Rules & Procedures, Mass Arbitration Procedures and Guidelines in effect at the time any demand for arbitration is filed with JAMS, excluding any rules or procedures governing or permitting class or representative actions. The applicable JAMS rules and procedures are available at https://www.jamsadr.com/adr-rules-procedures/.

    Except where prohibited by applicable law, the arbitrator shall apply the law of the Commonwealth of Massachusetts without giving effect to any law that would result in the application of the law of any other jurisdiction. You and CLOVER LEARNING agree that dispositive motions will be allowed in the arbitration.

    If the amount in controversy is less than $10,000, then the arbitration will be conducted solely on the basis of written materials that you and CLOVER LEARNING submit to the arbitrator, unless (i) the arbitrator determines that a hearing is necessary; (ii) applicable law requires otherwise; or (iii) the parties agree otherwise. If the amount in controversy exceeds $10,000, either party may request (or the arbitrator may determine) to hold a hearing.

    17.6 Arbitration Demand. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this Arbitration Agreement and to the Terms of Service. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements.

    17.7 Arbitration Fees. Each party is responsible for its own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

    The parties agree that JAMS has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under JAMS’ Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

    17.8 Arbitration Location. The arbitration proceedings will presumptively be held via video- or telephone-conference unless (A) the arbitrator determines there is good cause to hold an in-person hearing or (B) the parties agree otherwise. Except as otherwise provided in the paragraph titled “Mass Filings” or unless you and CLOVER LEARNING agree otherwise, in the event there is an in-person proceeding: if you live in the United States, any in-person proceedings will take place in the county of your primary residence or, if no arbitrator is available in that county, then at the closest arbitration location available in the state; or if you live outside the United States, to the extent permissible in your country, any in-person proceedings will take place in the Commonwealth of Massachusetts.

    17.9 Mass Filings. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to JAMS (or another arbitration provider selected in accordance with the provisions set forth herein if JAMS is unavailable) against CLOVER LEARNING within reasonably close temporal proximity (“Mass Filing”), the parties agree, subject to the provisions of this “Mass Filings” paragraph: (A) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (B) to designate one arbitrator for all demands in each batch; (C) to accept applicable fees, including, without limitation, any related fee reduction determined by JAMS (or another arbitration provider selected in accordance with the provisions set forth herein if JAMS is unavailable) in its discretion; (D) that fees associated with a demand for arbitration included in a Mass Filing, including, without limitation, fees owed by CLOVER LEARNING and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (E) that the staged process of batched proceedings, with each set including 100 demands proceeding through filing, processing and adjudication, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. If your demand for arbitration is included in the Mass Filing, any statute of limitation applicable to your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled.

    Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable JAMS rules and procedures for such selection, and shall be subject to any rights to strike an arbitrator provided under applicable state law if the rights granted by law exceed those provided for in the JAMS rules. In accordance with applicable law and to the extent an in-person proceeding is deemed necessary by the arbitrator or mutual party agreement, the arbitrator will determine the location where the proceedings will be conducted.

    You agree to cooperate in good faith with CLOVER LEARNING and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including, without limitation, the payment of combined reduced fees, set by JAMS in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. For example, if the number of cases filed makes batches of 100 cases too small for the prompt resolution of all filed claims, you and CLOVER LEARNING agree that JAMS may increase or decrease the batch size, transfer a case between batches, or proceed with adjudication of more than one (but no greater than five) batches at a time as determined in the reasoned discretion of the JAMS procedural arbitrator, following the input of the parties. Any and all disagreements between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a JAMS procedural arbitrator.

    This “Batching” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of JAMS’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind.

    The results of the first completely adjudicated batch of demands in a Mass Filing will be given to a JAMS mediator selected from a group of five mediators proposed by JAMS, with CLOVER LEARNING and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators. The highest collectively ranked mediator will be selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. CLOVER LEARNING, the remaining claimants, and their counsel, and the mediator will then have 90 days (the “Mediation Period”) from the date the results are provided to the mediator to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period and cannot agree on a methodology for resolving them through further arbitrations, either CLOVER LEARNING or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither CLOVER LEARNING nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.

    17.10 Arbitrator’s Authority and Arbitration Award. The arbitrator shall be empowered under this Arbitration Agreement to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the arbitration provider’s rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with this Arbitration Agreement or the Informal Dispute Resolution Process.

    The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the Terms of Service, including but not limited to the paragraphs titled “Class Arbitration and Collective Relief Waiver” and “Limitation of Liability” as to the types and the amount of damages or other relief for which a party may be held liable.

    Except for decisions in arbitrations that are joined together in a single batch, no arbitration award or decision will have any preclusive effect, except to preclude the same or similar claims and issues addressed by the award from being re-arbitrated between the same parties. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

    17.11 Exceptions to Informal Dispute Resolution and Arbitration Agreement.

    Notwithstanding the parties’ agreement to resolve all disputes through the Informal Dispute Resolution process and, if necessary, binding arbitration:

    1. Matters involving injunctive relief and matters asserting or arising out of claims of infringement, unauthorized use or misappropriation of the other party’s patent, copyright, trademark, or trade secret (and any motions to enforce such proceedings) or in which either party is seeking to protect its intellectual property or enforce its rights therein shall be exclusively brought in the state and federal courts located in the Commonwealth of Massachusetts.
    2. Either party may elect to have disputes or claims resolved in a small claims court regardless of what forum the filing party initially chose, provided the disputes or claims are within the scope of that court’s jurisdiction. Judgments of small claims courts may be enforced as set forth in the rules of such court.
    3. Either party may apply to any court of competent jurisdiction for a provisional remedy in connection with an arbitrable controversy, including without limitation injunctive relief.
    4. Either party may elect to have disputes regarding whether a complaining party has satisfied the Informal Dispute Resolution procedures resolved by a court as a precursor to arbitration.

    17.12 30-Day Right to Opt-Out. You have the right to opt-out and not be bound by the Arbitration Agreement by sending written notice, signed by you, of your decision to opt-out to the following address: legal@ascendlearning.com. The notice must be sent within 30 days of your first use of the Websites, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of the Arbitration Agreement. If you opt out of the arbitration provisions, CLOVER LEARNING also will not be bound by them.

    If you opt out of the Arbitration Agreement, you may exercise your right to a trial by judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, you will not be opting out of any other provisions of this Agreement and you agree to be bound by all other provisions of these terms, which shall remain in effect as allowable by law.

    Changes to this Arbitration Agreement. CLOVER LEARNING will provide 30 days’ notice of the date of any material changes to this Arbitration Agreement. Changes will become effective on the 30th day and apply to all claims not yet filed, regardless of when they accrued. If you consent to these terms on or before the 30th day or continue to use the Websites after the 30th day, you agree that any unfiled claims of which CLOVER LEARNING does not have actual notice under the Informal Dispute Resolution process are subject to the revised clause. If CLOVER LEARNING changes this Arbitration Agreement after the date you first accepted it (or accepted any subsequent changes to the agreement), you agree that your continued use of the Websites 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out of this Arbitration Agreement by emailing an opt-out notice to legal@ascendlearning.com before the 30-day period expires.

    18. CLASS ACTION WAIVER.

    YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND CLOVER LEARNING THAT IS NOT SUBJECT TO ARBITRATION FOR ANY REASON MAY ONLY BE PURSUED BY YOU ON AN INDIVIDUAL BASIS, AND YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

    19. JURY WAIVER.

    IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND CLOVER LEARNING AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND CLOVER LEARNING UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS OR USE OF THE SERVICES.

    20. 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 25 Burlington Mall Road, Burlington, MA 01803 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.