Welcome to Clover Bar, an online platform that allows both buy and sell iOS-based mobile apps.
https://cloverb.site and its affiliates (“Clover Bar“) provide website features and other products and services to you when you visit https://cloverb.site (the “Website“) and use Clover Bar products or services (collectively “Clover Bar Services“). Clover Bar Services include the information, content, materials, products, and software included on or otherwise made available to you by Clover Bar and references to the Clover Bar Services in these Terms include any or all of these. Clover Bar provides the Clover Bar Services to you subject to these Terms and accessing the Website and using the Clover Bar Services, you agree to be bound by them. Please read them carefully before using Clover Bar Services.
Privacy
Please review our Privacy Policy, which also govern your use of the Clover Bar Services, to understand our practices. Clover Bar will collect your personal information including your Clover Bar, contact details, and payment details (including, without limitation, credit card details). All personal information will be handled, used, maintained, and disclosed by Clover Bar in accordance with all applicable privacy laws and data protection laws as well as our Privacy Policy which applies from time to time. Unless separately agreed between you and another buyer or seller, you must not use their personal information for any other purpose. You warrant to Clover Bar that you will comply with all privacy laws and data protection laws (including, without limitation, the Australian Privacy Act 1988 (Cth)) in relation to the storage, use, and transfer of personal information.
Electronic Communication
When you use the Clover Bar Services or send e-mails, text messages, or other communication from your desktop or mobile device to us, you are communicating with us electronically. We will communicate with you electronically by e-mail. You consent to receive communications from us electronically and agree that communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.
Copyright and Other Rights
All content included in or made available by Clover Bar, such as text, graphics, logos, button icons, images, video and audio clips, digital downloads and data compilations is the property of Clover Bar and is protected by Cyprus and international copyright and authors’ rights laws and (where applicable) database right laws.
Other than to the extent necessary to use the Clover Bar Services for their permitted purposes and in accordance with these Terms, you may not copy, extract and/or re-utilize any content of Clover Bar without our express written consent, including, without limitation, any listings, descriptions, prices and account information. In particular, you may not utilize any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilization any substantial parts of the Clover Bar Services or their content, without our express written consent. You may also not create and/or publish your own database that features substantial parts of the Clover Bar Services or their content without our express written consent.
Trademarks
Graphics, logos, page headers, button icons, scripts, and service Clover Bars included in or made available through the Clover Bar Services are trademarks of Clover Bar. Clover Bar’s trademarks may not be used in connection with any product or service that is not Clover Bar’s, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Clover Bar. All other trademarks not owned by Clover Bar that appear in the Clover Bar Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Clover Bar. You may not frame or use framing techniques to enclose any trademark or logo (including images and text) of Clover Bar without our express written consent. You may not use any meta tags or any other “hidden text” utilizing Clover Bar’s Clover Bars or trademarks without our express written consent.
Clover Bar’s Role
Clover Bar allows third-party sellers to list and sell their assets using the Clover Bar Services. Clover Bar does not own, create, sell, resell, provide, control, offer or deliver listings or the assets contained therein. The relevant seller is indicated on the respective listing page. While Clover Bar helps facilitate transactions that are carried out on the Website, Clover Bar is not a buyer or seller in any transaction involving the seller’s assets or any other transaction among users of the Services.
Clover Bar provides an avenue for sellers and buyers to negotiate and complete transactions. Accordingly, the contract agreed to by the sellers and buyers regarding the seller’s assets is solely between the buyer and seller. Clover Bar is not a party to this contract and does not assume any responsibility arising out of or in connection with the contract and/or the transaction. Clover Bar does not act as an agent for the buyer or seller. The seller is solely responsible for the sale of their assets and the buyer is solely responsible for the purchase of the assets.
By using the Services, buyer and seller acknowledge that in the event of a dispute between a buyer and seller, Clover Bar is not a party to any transaction among the parties and therefore will not participate in any such dispute, except as follows. Buyer and seller acknowledge and agree that Clover Bar may, upon receiving notice of a dispute from either party, and only prior to the shipping and/or delivery of the assets or under any circumstance where the following is not possible, choose in its sole and absolute discretion to cancel the transaction. In such an event buyer and seller acknowledge and agree that neither party shall have any cause of action against Clover Bar and in the event either party should pursue litigation against Clover Bar the non-litigating party shall hold Clover Bar harmless in accordance with clause 22.
Clover Bar is not responsible for:
(a) the existence, quality, suitability of legality of a listed asset;
(b) the truth, accuracy or completeness of the information contained in a listing;
(c) the future performance of a listed asset;
(d) the performance or conduct of a buyer or seller or third-party on the Website; and/or
(e) the quality, suitability or ability of a third party which provides goods or services to Clover Bar or to a buyer or seller.
Your decision to purchase a listed asset shall be based solely on your own investigation and that of your legal, tax and other advisors. You accept sole responsibility for examining and investigating an asset and all information in a listing. This includes, but is not limited to, associated liabilities, financial statements, tax returns and any other facts or information which may impact your decision to purchase that listed asset and the price you are willing to pay. You understand that Clover Bar may display only a summary description of a listed asset.
To help facilitate a safe, secure transaction and to preserve the integrity of the Clover Bar Services, you can access legal services and template legal documents via Clover Bar. You acknowledge that you use these documents at your own risk. You agree that Clover Bar nor Contracts Counsel has not in any way provided legal or financial advice by providing these documents or made representations or warranties that they are suitable for your requirements or needs and may not be appropriate or suitable to the sale or purchase of a particular asset. Clover Bar recommends all parties seek their own independent legal advice in relation to the documents.
(a) all detail and reference to files contained in a website or an application, including but not limited to, the HTML, the code base, other source code, logos, images, music, animation, films and other media, licenses and other works associated with the website or the application;
(b) any rights and obligations under or in relation to an agreement with a third party relating to assets which may include, but is not limited to hosting agreements, payment provider agreements, affiliate agreements and seller agreements;
(c) a brand Clover Bar relating to a business, including any registered trademarks specified in the listing;
(d) any records;
(e) all rights to a domain Clover Bar;
(f) any other documented asset including inventory or other agreement critical to the sale and
ongoing concern of a business, including legal agreements, employment agreement, leasing agreements and other agreements; and
(g) any other particulars specified as being sold as part of a listing.
For the avoidance of doubt, Clover Bar does not promote, encourage or facilitate the sale of securities using Clover Bar Services.
When you create a listing, you will be asked to provide complete and accurate information about your asset, including, but not limited to a business description and current and historical financial data. You are responsible for your listing and keeping your listing information up to date at all times. You will also be asked to set an asking price for your asset/s, either a set price in the case of a fixed-price listing or a starting price, reserve price, and optional buy it now price, in the case of an auction-format listing. Please be aware that Clover Bar may, in its sole discretion, prevent you from listing your asset for sale, or suspend an existing listing, if it considers that a price set is unreasonable or not aligned with market value.
You warrant and represent to Clover Bar and to each buyer that:
(a) you own the asset or are entitled to sell the asset;
(b) you are the owner of all intellectual property rights, including but not limited to copyright, patent, trademark, designs whether registered or not and throughout the world and all other rights, title and interest in the asset,
(c) the asset is transferable to a buyer; and
(d) any and all agreements with third parties are transferable to the Buyer.
You must not create a listing for an asset which is:
(a) is obscene, vulgar and/or deemed by Clover Bar to be offensive;
(b) contains material which infringes the rights of a third party or which assists others to infringe the rights of a third party;
(c) is engaged in activities which contravenes law of any territory; or
(d) Clover Bar deems inappropriate or in breach of these Terms.
If Clover Bar discovers that you have been in violation of this clause 7, you acknowledge and agree that Clover Bar has the right to immediately suspend your listing and may, at its discretion, take action against you to recover a success fee.
Marketplace Circumvention
You must not circumvent Clover Bar. If you make or accept payment for a listed asset, Clover Bar is entitled to a success fee. If Clover Bar is unable to recover its success fee from the seller, the buyer is liable to pay the success fee.
Our Fees
9.1 Success Fees
If you successfully sell a listed asset to a buyer who becomes aware of your listing and/or connects or engages with you via Website, you agree to pay Clover Bar a success fee which is calculated as a percentage of the total transaction value or final sale price paid by the buyer for your listed asset (including any applicable taxes). Our success fee is non-negotiable and non-refundable. Clover Bar reserves the right to change the success fee at any time and will provide you with adequate notice of those changes before they become effective.
Credits and Refunds
Clover Bar doesn’t provide refund services to any parties. You acknowledge and agree that Clover Bar is not liable to you for any unauthorized withdrawals or unauthorized spendings, including where such withdrawal or spend arises from any unauthorized use.
Payment Processing
Clover Bar is not an escrow service and does not hold property on behalf of any person. Clover Bar is not a payment provider. For the purposes of facilitating a transaction, any and all payment processing services through or in connection with your use of the Clover Bar Services are provided to you by one or more independent third-party service provider, as appropriate. You hereby consent and authorize Clover Bar to share any information and payment instructions you provide with any third-party service provider(s).
Valuation Calculator
You are solely responsible for setting a price for your listed asset. To help you determine an appropriate price, Clover Bar makes a valuation calculator. You acknowledge and agree that any valuation produced by the Clover Bar Valuation Calculator is an estimate only and must not be construed as or relied upon as a professional valuation. The valuation is generated in reliance on available data, without an in-depth analysis of the asset and without having regard to market conditions or features which may affect the value and saleability of the asset.
Due Diligence
Clover Bar provides due diligence services and you can pay to acquire a due diligence report on a listed asset. While Clover Bar strives to make the information in this report as accurate as possible, we make no claims, promises or guarantees about the accuracy, completeness or adequacy of the contents of this report, and expressly disclaim liability for errors and omissions in its contents. No warranty of any kind, implied, expressed or statutory including but not limited to the warranties of non-infringement of third party rights, title, merchantability of fitness for a particular purpose is given with respect to the contents in this report.
Furthermore, any information provided herein with regard to the listed asset is informational in nature. We are not a legal advisory or business advisory service and do not purport to tell or suggest which business decisions to make. You understand and acknowledge that there is a risk involved in the purchase of a website or online business. We assume no responsibility or liability for your investment or business results. Factual statements within this report are made as of the data stated and are subject to change without notice.
All information is provided solely for educational purposes and you are encouraged to seek independent advice from a competent professional person if legal, financial, tax, or other expert assistance is required.
(a) of a personal or solicitous nature,
(b) unrelated to a listing,
(c) an attempt to transact outside the Website,
(d) illegal, obscene, abusive, threatening, defamatory or an invasion of privacy,
(e) infringing of intellectual property rights, or
(f) injurious to third parties or objectionable.
You must not post or send any content that contains software viruses, or that comprises political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam”. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any such content or communication. We reserve the right (but not the obligation) to remove or edit any content at any time and for any reason in its sole and absolute discretion.
Your Confidential Information will at all times be, and will at all times remain, your property and all applicable rights, including, but not limited to, all intellectual property rights, right of publicity, or other personal or proprietary rights embodied in the Confidential Information will remain with you.
Clover Bar may disclose the Seller Confidential Information to its employees, agents, attorneys, accountants, officers, and directors (“Representatives”) in connection Clover Bar’s services or (b) in the event that Clover Bar is required to disclose any Confidential Information, and, when possible pursuant to statutory or regulatory authority, Clover Bar will provide you with prompt written notice so that you may seek a protective order or waive compliance by Clover Bar with these Terms. If, in the absence of a protective order or the receipt of a waiver hereunder, Clover Bar is nonetheless, on the advice of its counsel, legally required to disclose your Confidential Information, Clover Bar may disclose such information without liability hereunder.
If you post content or submit material, and unless we indicate otherwise, you grant Clover Bar a non-exclusive, royalty-free and fully sublicensable and transferable rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media;
You agree that the rights you grant above are irrevocable during the entire period of protection of your intellectual property rights associated with such content and material. To the extent permitted by law, as applicable, you: (i) consent to any infringement of; and (ii) agree to waive, any right you have to be identified as the author of such content and any right you have to object to derogatory treatment of such content. You agree to perform all further acts necessary to perfect any of the above rights granted by you to Clover Bar, at our request.
You agree to indemnify Clover Bar for all claims brought by a third party against Clover Bar arising out of or in connection with the content and material you supply except to the extent that any liability arises from our failure to remove the content or material.
Third Party sites The Website may contain sites to third-party websites or resources that we don’t own or control (for example, https://cloverb.sites to Facebook, Twitter, and Pinterest or Google Analytics). When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use and privacy policies. Clover Bar is not a party to those agreements — they are solely between you and the third party.
Prohibited Activities
You may not use the Clover Bar Services:
(a) in any way that causes, or is likely to cause, any Clover Bar Service, or any access to it to be interrupted, damaged or impaired in any way
(b) in any way that may interfere with or harm any other user of the Clover Bar Services;
(c) for fraudulent purposes, or in connection with a criminal or other unlawful activity,
(d) in any manner that is not permitted under these Terms.
(a) that they are free of viruses or other harmful components;
(b) that your use of the Clover Bar Services will be uninterrupted or error-free; or
(c) as to the suitability or availability of the Clover Bar Services.
Clover Bar will not be responsible for:
(a) losses arising from the unavailability of, or your inability to use the Clover Bar Services
(b) losses that are not directly caused by any breach on our part;
(c) any business loss, loss of sales, profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure;
(d) any indirect or consequential losses;
(e) any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.
For any other loss relating to the Clover Bar Services, we limit our liability to the amount you have paid to us for the relevant Clover Bar Services.
Nothing in these conditions is intended to:
(a) override any express commitments Clover Bar gives to you with respect to the Clover Bar Services (for example, the provision of a refund in certain circumstances) or
(b) exclude, restrict or modify any right or remedy you have in statute or otherwise to the extent that that right or remedy cannot be excluded, restricted or modified under law. Any disclaimer, exclusion, or limitation in these conditions applies as provided for in these conditions to the full extent permitted by law and subject to any such non-excludable right or remedy.
(a) your use of the Website, Clover Bar Services or assets obtained as a result;
(b) your breach or violation of any of these Terms;
(c) Clover Bar’s use of your content;
(d) your violation of the rights of any third party, including another seller or buyer.
You agree to hold Clover Bar, its principals, officers, directors, brokers, agents, servants, employees and assigns harmless from any misrepresentations made by you.
Applicable Law
The laws of Cyprus govern these Terms and any dispute of any sort that might arise between the parties. Any dispute relating in any way to these Terms will only be adjudicated in the courts of Cyprus. Each party consents to exclusive jurisdiction and venue in these courts. Notwithstanding the foregoing, either party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party’s, its affiliates’ or any third party’s intellectual property or other proprietary rights. The United Nations Convention on Contracts for the International Sale of Goods, and any local laws implementing the Convention on Contracts for the International Sale of Goods, do not apply to this Agreement.
Force Majeure
You agree that Clover Bar will not be liable or responsible for any failure in, or delay to, the provision of the Clover Bar Services or in Clover Bar complying with these Terms, where such failure or delay has arisen or is anticipated to arise as a direct or indirect result of:
(a) fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;
(b) denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;
(c) a significant demand is placed on Clover Bar Services which is above the usual level of demand and which results in a failure of Clover Bar’s software and hardware to function correctly;
(d) the failure of any third party (including without limitation, any bank or other financial organization) to fulfill any obligations to Clover Bar; or
(e) any other circumstances or events that are beyond the reasonable control of Clover Bar (as the case may be).
Notices
Clover Bar may give notice by means of a general notice to the email address, telephone or text message to any phone number provided.
Assignment
Clover Bar may assign its rights and novate or transfer obligations that arise under these Terms. You must not assign, novate or otherwise transfer your rights or obligations under these Terms without the prior written consent of Clover Bar (which may be withheld).
Waiver
A provision of or a right created under these Terms may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies in these Terms are cumulative with and not exclusive of any rights, powers or remedies provided independently.
Entire Agreement
These Terms supersedes all prior representations, arrangements, understandings, and agreements between the parties relating to the subject matter and sets forth the entire and exclusive agreement and understanding between the parties.
Amendments
We reserve the right to make changes to our website, these Terms, our policies, and our listings at any time by posting the changes on our website. Your continued access to or use of the Website and Clover Bar Services will constitute acceptance of the revised Terms.
Severability
If any of these Terms are judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other term to the intent that the invalid or unenforceable term will be treated as severed from the Terms.