Last updated September 29, 2026
This summary is for convenience. The agreement is the text that follows it.
This Agreement is between Clove Analytics LLC (“Clove” or “Provider”) and the company that engages Clove (“Customer”). It has three parts: (1) the Engagement Summary, which is the SOW; (2) the Key Terms in Section 4 below; and (3) the Common Paper Professional Services Standard Terms Version 1.1 posted at commonpaper.com/standards/professional-services-agreement/1.1 (the “Standard Terms”), which are incorporated by reference. Sections 1 to 5 of this page are the Cover Page.
If there is any inconsistency between the parts, the Engagement Summary controls over the Key Terms, and the Key Terms and the Addendum in Section 5 control over the Standard Terms. Capitalized words have the meanings given in the Engagement Summary, on this page, or in the Standard Terms. If this page and the Engagement Summary omit or do not define a variable used in the Standard Terms, its meaning is “none” or “not applicable” and the related clause does not apply.
Customer accepts this Agreement by checking the acceptance box at checkout, by paying for an Engagement Summary, or by confirming an Engagement Summary in writing, including by email. The person accepting represents that they are authorized to accept on behalf of the Customer named in the Engagement Summary. Use of cloveanalytics.com is subject to Section 5.5 only.
Each Engagement Summary that Provider sends to Customer is, once accepted, an SOW under the Standard Terms. It describes the Services, the Deliverables, the Fees, the SOW Date and SOW Term, any Customer Obligations, and any guarantee. Unless the Engagement Summary states otherwise:
| Effective Date | The date Customer first accepts this Agreement. |
|---|---|
| Governing Law | The laws of the State of Wyoming. |
| Chosen Courts | The state or federal courts located in Wyoming. |
| Provider Covered Claims | Any action, suit, proceeding, or claim that (a) the Deliverables (excluding any Customer Materials and Third-Party Materials procured by Customer), when used by Customer according to the terms of the SOW and the Agreement, violate, misappropriate, or otherwise infringe upon anyone else’s intellectual property or other proprietary rights; (b) Provider’s employees or Subcontractors are deemed to be Customer’s employees because of Provider’s actions or omissions; or (c) arises out of Provider’s gross negligence, fraud, or willful misconduct. |
| Customer Covered Claims | Any action, suit, proceeding, or claim that (a) Customer Materials or Third-Party Materials procured by Customer, when used by Provider according to the terms of the SOW and the Agreement, violate, misappropriate, or otherwise infringe upon anyone else’s intellectual property or other proprietary rights; or (b) arises out of Customer’s gross negligence, fraud, or willful misconduct. |
| General Cap Amount | 1x the Fees paid or payable by Customer to Provider in the 12 month period immediately before the claim. |
| Increased Claims | None. |
| Increased Cap Amount | None. |
| Unlimited Claims | None. |
| Additional Warranties | None. |
| Insurance Minimums | None. |
| Customer Policies | None. |
| DPA | The Clove Analytics Data Processing Agreement, which forms part of this Agreement. |
| Security Policy | The security measures described in the DPA. |
| Notice Address | For Provider: hello@cloveanalytics.com, or Clove Analytics LLC, 30 N Gould Street STE R, Sheridan, WY 82801, United States. For Customer: the email address used at checkout or given in the Engagement Summary. |
The following changes apply to every Engagement Summary.
If an Engagement Summary includes a guarantee, the guarantee applies on the conditions stated in the Engagement Summary. A refund made under a guarantee is an exception to Section 4.1 (Fees and Invoices) of the Standard Terms and is Customer’s sole and exclusive remedy for the outcome the guarantee covers.
Where the Services include access to software hosted by Provider (“Hosted Software”), Customer and its authorized users may access and use the Hosted Software during the SOW Term for Customer’s internal business purposes. Customer will not, and will not allow anyone else to: (a) reverse engineer, decompile, or attempt to discover the source code or underlying algorithms of the Hosted Software; (b) sell, sublicense, distribute, or otherwise allow anyone outside Customer to access it; (c) remove proprietary notices; (d) copy, modify, or create derivative works of it; (e) interfere with its operation or circumvent its access restrictions; (f) access accounts or data that Customer is not authorized to access; or (g) use it to develop a competing product or service. Customer is responsible for the actions of its users and for keeping login credentials confidential.
The Hosted Software is Pre-Existing Materials and not a Deliverable. Provider retains all right, title, and interest in it. No service level commitment applies unless an Engagement Summary states one. Provider may suspend access to the Hosted Software if Customer has an undisputed balance that is more than 30 days overdue or uses the Hosted Software in breach of this Agreement, and will restore access once the issue is resolved.
An Engagement Summary may describe recurring Services billed monthly. Recurring Services begin on the SOW Date, are invoiced monthly in advance, and continue month to month until either party gives notice of cancellation to the other’s Notice Address. Cancellation takes effect at the end of the month already paid for, and no refund is due for that month. The SOW Term for recurring Services ends when cancellation takes effect.
Provider may use Customer Materials and Usage Data to create aggregated or de-identified data that does not identify Customer, Customer’s customers, or any individual, and may use that data for any lawful purpose during and after the SOW Term. This section does not reduce Provider’s obligations under the DPA.
The content of cloveanalytics.com is general information about Provider’s services and methods. It is not financial, accounting, tax, or legal advice, and it should not be relied on as such. Client results described on the website are individual outcomes, published with the client’s permission, and are not a promise of results for any other business. Provider owns the content of the website and the Clove Analytics name and marks.
Provider may update this page by posting a revised version with a new date. Updates apply to Engagement Summaries accepted after that date. An Engagement Summary already accepted continues under the version in force when it was accepted. This section modifies Section 12.2 (Modifications, Severability, and Waiver) of the Standard Terms for that purpose only.
Clove Analytics LLC
30 N Gould Street STE R, Sheridan, WY 82801, United States
hello@cloveanalytics.com
These Terms of Service incorporate the Common Paper Professional Services Agreement Standard Terms (Version 1.1), which are licensed under CC BY 4.0.
