Termos e condições

CLOVERHOUND END USER LICENSE AGREEMENT

Effective Date: January 2025

This End User License Agreement ("Agreement") is a legal agreement between you ("Customer", "You", or "Your") and Cloverhound, Inc. ("Cloverhound", "We", "Us", or "Our"), a North Carolina corporation, governing Your use of Cloverhound's software products and services.

1. DEFINITIONS

"Services" means any software, platform, application, or cloud-based service provided by Cloverhound, including but not limited to Cloverhound Cloud, Cloverhound Connect, Vigilus, and any related documentation, updates, and support services.

"User" means any individual who accesses or uses the Services under Customer's account.

2. LICENSE GRANT

Subject to the terms and conditions of this Agreement and payment of applicable fees, Cloverhound grants You a non-exclusive, non-transferable, revocable license to access and use the Services solely for Your internal business purposes during the term of Your subscription.

3. RESTRICTIONS

You shall not: (a) sublicense, sell, lease, or otherwise transfer the Services to any third party; (b) modify, adapt, translate, reverse engineer, decompile, or disassemble the Services; (c) create derivative works based on the Services; (d) use the Services for any unlawful purpose or in violation of any applicable laws or regulations; (e) interfere with or disrupt the integrity or performance of the Services; (f) attempt to gain unauthorized access to the Services or their related systems or networks.

4. INTELLECTUAL PROPERTY

Cloverhound retains all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to You other than as expressly set forth in this Agreement. You acknowledge that the Services contain proprietary and confidential information protected by applicable intellectual property and other laws.

5. DATA AND PRIVACY

Your use of the Services is also governed by our Privacy Policy, available at cloverhound.com/Privacy-Policy. You are responsible for ensuring that Your use of the Services complies with all applicable data protection laws and regulations.

6. FEES AND PAYMENT

You agree to pay all fees associated with Your use of the Services as set forth in the applicable order form or subscription agreement. All fees are non-refundable except as expressly set forth in the applicable order form. Cloverhound reserves the right to modify pricing upon renewal with reasonable notice.

7. TERM AND TERMINATION

This Agreement shall remain in effect for the duration of Your subscription. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice. Upon termination, Your license to use the Services will immediately cease, and You must destroy all copies of any related materials in Your possession.

8. WARRANTY DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. CLOVERHOUND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLOVERHOUND BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. CLOVERHOUND'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Cloverhound and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to Your use of the Services or Your violation of this Agreement.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws provisions. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in Mecklenburg County, North Carolina.

12. GENERAL PROVISIONS

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect. Cloverhound's failure to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

13. CONTACT INFORMATION

If you have any questions about this Agreement, please contact us at:

Cloverhound, Inc.
501 N Church St.
Charlotte, North Carolina 28202
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