"Data Privacy Laws" means any applicable privacy statute or regulation governing the collection and processing of personal information or personal data, such as the California Consumer Protection Act (the “CCPA”), the Telephone Consumer Protection Act of 1991, the CAN­-SPAM Act of 2003, GDPR, UK Data Protection Act, or Switzerland Federal Act on Data Protection, each as amended.

“European Resident” means a resident who lives in one of the European Union, United Kingdom, or Switzerland.

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

“Generated Design” means an image provided by a generative design feature of the Hover Platform configured to operate upon Image Data submitted by Users and render updated images according to selections.

“Hover” means Hover Inc., a Delaware corporation.

“Hover Data” means data about a Subject Property or a Project produced in connection with the Hover Platform, including exterior or interior lines or measurements, 2D or 3D reconstructions or models of buildings or rooms, floorplans, designs, renderings, visualizations, location, cost estimates, and other property data, excluding Generated Designs.

“Hover Platform” means, collectively, the services described on Hover’s website available at hover.to and reflected in any Order Documentation; the information technology infrastructure used by or on behalf of Hover in providing those services, including all mobile applications, web applications, application programming interfaces, and other software, including any co-branded applications; and any data or other outputs produced in connection with the services, including all Hover Data, but excluding User Data.

“Hover Project” means one or more Generated Designs, from one or more uploaded images, or other digital assets within the Hover Platform that are associated with a single Subject Property or relate to a Project.

“Image Data” means User Data that consists of property photos, video, images, and other data (such as a blueprint), including the geospatial or other metadata embedded in therein, that is submitted or otherwise provided to the Hover Platform.

“Order Documentation” means any agreement, order form, addendum, or online order submission interface used to order services from Hover.

“Personal Information” means (i) any information relating to an identified or identifiable individual, within the meaning of GDPR, (ii) “personal information” within the meaning of the CCPA, and (iii) any analogous term as defined by Data Privacy Laws.

“Project” means a renovation, restoration, repair, improvement, or construction project, or a property insurance claim, application, or policy, associated with a Subject Property.

“Sponsor” means a customer organization that has contracted with Hover for access to the Hover Platform for use in connection with such customer organization’s own products or services.

“Subject Property” means the interior and exterior structures, location, rooms, or premises being scanned by a User using the Hover Platform, or depicted in a blueprint, or otherwise and in respect of which Hover Data is produced.

“Sponsored User” means Sponsor and Sponsor’s employees, service providers, customers, and prospective customers who are authorized by Sponsor to access the Hover Platform under the rights granted to Sponsor pursuant to these Terms and for whom access to the Hover Platform has been paid for 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 Hover Platform.
“User” means an individual who accesses the Hover Platform.

“User Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of a Sponsor or User through the Hover Platform, excluding information that has been deidentified such that it cannot reasonably be used to infer information about, or otherwise be linked to, a particular User or Sponsor, and excluding Aggregated Statistics (as defined below)

(a) Access. Hover grants to you a non-exclusive, revocable, non-transferable, non-sublicensable, limited permission (with no right to grant further permission) to access the Hover Platform in accordance with the terms and conditions herein and only for your personal or internal business purposes.
The foregoing does not entitle you to physical delivery or possession of any software. The Hover Platform is licensed, not sold. Hover retains all intellectual property rights, title, and interest in and to the Hover Platform. Other than the limited license granted in these Terms, you have no other right, title or interest in the Hover Platform.

(b) Access Restrictions. You shall not, and shall not directly or indirectly permit others to, access the Hover Platform for any purposes beyond the scope of the access granted in these Terms. You shall not, and shall not directly or indirectly permit others to: (i) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt all or any portion of the Hover Platform; (ii) access the Hover Platform, or use information obtained from the Hover Platform, including any Hover Data, directly or indirectly, to build or promote a product or service competitive to Hover; (iii) make or have made any modification, adaptation, improvement, enhancement, translation or derivative work from the Hover Platform; (iv) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Hover or its affiliates, partners, suppliers or the licensors of the Hover Platform, or otherwise obscure or modify the manner in which the Hover Platform are displayed; (v) use any robot, spider or other automatic program or device to monitor, copy, summarize, or otherwise extract information from the Hover Platform or Hover Data, in whole or in part; (vi) circumvent account access controls, or develop, use, or distribute measures that circumvent account access and management; (vii) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Hover Platform, including any Hover Data, available to any third-party other than as expressly permitted under these Terms; (viii) use the Hover Platform 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; (ix) use the Hover Platform in a manner that could damage, disable, overburden, impair or interfere with Hover’s software and systems or the security thereof, including, for example, uploading viruses, worms, or other files and programs that could harm, disrupt or impose a large resource load on Hover’s digital infrastructure; (x) copy, co-brand, frame or mirror any Generated Design or the Hover Platform, or part thereof; (xi) intercept, access, view, or otherwise receive copies of end-user input or any Generated Design, except as agreed herein; (xii) use any Hover Data or Generated Design to improve, teach, or train any software or algorithms; or (xiii) attempt to obtain any materials or information not provided for in the Hover Platform. Hover reserves the right to conduct an audit, at Hover’s expense, unless a violation is discovered, to confirm compliance with these Terms.

(c) Hover Data. Hover grants to you a non-exclusive, non-transferable, terminable (as provided herein), limited permission (with no right to grant further permission) to use Hover Data with respect to a Subject Property or Project. You shall use Hover Data solely for your personal or internal business purposes. Hover Data may only be used with respect to the Subject Property or Project for which it is produced. If you are an organization or business entity, you shall limit access to Hover Data to only those of your personnel who have a legitimate need to access that information for a permitted use.

(d) Changes to the Hover Platform. From time-to-time, Hover may change aspects of the Hover Platform, provided that such changes do not materially reduce the functionality of the Hover Platform unless deemed necessary or useful, in Hover’s sole discretion, for example to: (a) maintain or enhance the Hover Platform’s quality, aggregate efficiency or performance otherwise; or (b) to comply with applicable law and regulation.

(e) Deprecation. From time to time, Hover may update, modify, or discontinue certain features, functionality, services, or application programming interfaces. When Hover decides to deprecate a material feature, functionality, or API, it will make reasonable efforts to provide advance written notice to you. Notice may be provided through the Hover Platform, by email, via Hover’s developer portal, or by other reasonable means. Hover may act without notice if: (a) it reasonably determines that providing advance notice could create a security risk, legal liability, or compliance issue; (b) the feature relies on third-party technology or services no longer available; or (c) an emergency requires Hover to modify or disable a feature to maintain the stability, security, or performance of the Hover Platform. Once a feature is discontinued, (i) the feature may cease to function and may be removed from the Hover Platform without further obligation to you; (ii) Hover is under no obligation to provide support, updates, or maintenance for the feature; and (iii) continued use of the Hover Platform constitutes acceptance of the change. You are responsible for monitoring notices of deprecation, updating integrations, and making any necessary changes to your use of the Hover Platform prior to the effective date of removal. Hover shall not be liable to you or any third party for any modification, suspension, or discontinuation of any feature, functionality, or API.

(f) Beta Releases. Any beta, pilot, limited release, non-production, pre-production or evaluation feature or version of a feature or offering provided by Hover (“Beta Releases”) is experimental and provided “AS IS” without warranty, support, or maintenance of any kind and will not create any obligation for Hover to continue to develop, productize, support, repair, offer for sale, or in any other way continue to provide or develop any such feature or offering. You agree that your access to or purchase of access to the Hover Platform is not contingent on the delivery of any future functionality or features, or dependent on any oral or written statements made by Hover regarding future functionality or features. Hover may modify or remove Beta Releases at any time.

(g) Technical Support. Technical support will be provided through the means and during the times provided for on Hover’s website available at hover.to.

(h) Embedded Features. If you receive access to embed a Hover feature in your domain or application, the following additional terms apply: You are accessing a Hover-hosted script that is separate from but embedded within your own application (an “Embed”). Hover grants to you a non-exclusive, revocable, non-transferable license and limited permission (with no right to grant further permission) to reproduce and use (and to sublicense such use rights to your end-users) the Embed to (i) enable your end-users to interact with the Embed, and (ii) display any output of the Embed on behalf of your end-users. As a condition of the foregoing, you must comply with any security, registration, equipment, access, or use requirements required by Hover or its service providers. For the avoidance of doubt, you are not authorized to distribute any licensed materials or to make any such Hover-licensed materials available directly to your end-users outside of the Embed. End-users shall be required to accept Hover’s applicable terms of use and acknowledge its privacy policy to use the Embed, which terms of use and privacy policy shall exclusively govern the use of such services and Hover’s processing of end-user data. You will sufficiently notify your end-users that use of the Embed is subject to such end-users accepting Hover’s applicable terms of use, and make all necessary privacy notices provided by Hover available to end-users. You are responsible for your own costs associated with any work necessary to implement the Embed.

(a) Acceptable Use Policy. The Hover Platform may not be used for unlawful, fraudulent, offensive, harmful, or obscene activity. You and your User Data will comply with all terms and conditions of these Terms, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on the Hover’s website available at hover.to from time to time, including any additional acceptable-use guidelines promulgated by Hover. Reasonable usage limitations apply to all features of the Hover Platform.

(b) Account Use. You are responsible and liable for all uses of the Hover Platform resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, Sponsors are responsible for all acts and omissions of Sponsored Users, and any act or omission by a Sponsored User that would constitute a breach of these Terms if taken by Sponsor will be deemed a breach of these Terms by Sponsor. Sponsor shall use reasonable efforts to make all Sponsored Users aware of these Terms as applicable to such Sponsored User’s use of the Hover Platform and shall cause Sponsored Users to comply with such provisions.

(c) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Hover 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 passwords or access credentials.

(d) Suspension. Notwithstanding anything to the contrary in these Terms, Hover may temporarily suspend any Sponsor’s or any User’s access to any portion or all of the Hover Platform if: (i) Hover reasonably determines that (A) there is a threat or attack on any of the Hover Platform; (B) any Sponsor’s or any User’s use of the Hover Platform disrupts or poses a security risk to the Hover Platform or to any other customer or vendor of Hover; (C) any Sponsor or any User is using the Hover Platform for fraudulent or illegal activities; (D) subject to applicable law, any such Sponsor 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) Hover’s provision of the Hover Platform to any Sponsor or any User is prohibited by applicable law; (ii) any vendor of Hover has suspended or terminated Hover’s access to or use of any third-party services or products required to enable access to the Hover Platform; or (iii) in accordance with Section 7 (Fees and Payment). Hover shall use reasonable efforts to provide notice of any suspension to affected Sponsors or Users and to provide updates regarding resumption of access to the Hover Platform following any suspension. Hover shall use reasonable efforts to resume providing access to the Hover Platform as soon as reasonably possible after the event giving rise to the suspension is cured. Hover will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that any Sponsor or any User may incur as a result of a suspension.

(e) Export Controls and Sanctions Compliance. The Hover Platform shall not be downloaded or used in, or transported to, a country or region that is subject to a U.S. Government embargo or sanction and may not be used by anyone subject to U.S. sanctions.

(f) Requirements of the Hover Platform. The Hover Platform is compatible only with those devices and operating systems identified by Hover. Access to the Hover Platform requires and utilizes internet connectivity and data. Carrier and provider rates for data may apply, and Users are responsible for any such charges. Use of the Hover Platform could result in significant data usage.
The Hover Platform and production of Hover Data are dependent on the accuracy of the User Data submitted, including geopositional data of the devices used and the quality of the Image Data submitted. Quality may refer to the format, number, location, clarity, sequence, and other data and information required or requested by the Hover Platform. Failure to properly provide such images, data, and information may limit or prevent the functionality of the Hover Platform.
Hover has no liability for errors, unreliable operation, or other issues resulting from accessing the Hover Platform on or in connection with rooted or jailbroken devices or use on any mobile device that is not in conformance with the manufacturer’s original specifications, including use of modified versions of the operating system (collectively, “Modified Devices”). Access to the Hover Platform on Modified Devices will be at the Sponsor’s and User’s sole and exclusive risk and liability.

(a) Ownership. As between you and Hover, (a) Hover exclusively owns all right, title, and interest, including all intellectual property rights, in and to the Hover Platform and (b) you own all right, title, and interest, including all intellectual property rights, in and to User Data that you submit to the Hover Platform. Use of the Hover Platform does not create a work-for-hire relationship agreement (as that term is defined in 17 U.S.C. § 101). Any technology developed in connection with providing the Hover Platform, or improvements or modifications to the foregoing, shall be owned by Hover; provided however, that Hover does not have the right to incorporate any of your Confidential Information (as defined below) into the Hover Platform or any other product or service. Subject to the foregoing, Hover shall have the exclusive right to apply for or register any patents, mask work rights, copyrights, and such other proprietary rights protections with respect thereto, and you hereby grant all right, title, and interest you may have in the foregoing to Hover.

(b) DMCA. Hover will review proper notices of copyright violations in accordance with the Digital Millennium Copyright Act (“DMCA”); proper notices of allegedly infringing content shall comply with 17 U.S.C. § 512(c)(3)(A) and be sent to [email protected] or:
Hover – Copyright Notices
255 Bush St, 7th Floor
San Francisco, CA 94104
Hover does not have an obligation to respond to DMCA notices that do not substantially comply with 17 U.S.C. § 512(c)(3)(A), but may elect to remove allegedly infringing content in its sole discretion. Without limiting Hover’s other rights, Hover may terminate a repeat infringer’s access to the Hover Platform or certain data. If your access to the Hover Platform or data is limited or altered as a result of a DMCA notice and you believe such limitation or alteration is the result of mistake or misidentification, you may file a counter-notice with the information similar to what is described in 17 U.S.C. § 512(c)(3)(A) to the addresses above. Hover may share any counter-notice it receives to the party that provided a DMCA notice related to the same content.

(c) Feedback. You may provide suggestions, comments, or other feedback (collectively, "Feedback") to Hover with respect to its products and services, including the Hover Platform. Feedback is entirely voluntary. In the event that you furnish any Feedback to Hover, Hover may use Feedback for any purpose without obligation of any kind. You hereby assign all right, title, and interest in any Feedback to Hover; to the extent you cannot assign all rights, you hereby grant Hover an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with Hover’s business, including the enhancement of Hover Platform.

(d) Use of Sponsor Marks. If you are a Sponsor, then you hereby grant Hover a limited, non-exclusive, non-transferable license to use your trademarks, service marks, or other proprietary symbols or designations (“Marks”) in connection with providing any co-branded functionality of the Hover Platform to you or otherwise on your behalf.

(e) No Implied Rights. Except as expressly set forth in these Terms, neither party grants the other party any interest or title in or rights to use its Marks. No party will take action to damage the goodwill associated with the other’s Marks. You will refer to the Hover Platform, including any Embed on your domains or applications, in all materials and communications as a product or service of Hover. Such references will use Hover’s Marks and product names as provided by Hover in accordance with Hover's usage guidelines, as may be provided from time to time. Licensed elements may not be renamed without Hover’s express prior consent, and you will not claim or suggest licensed elements are owned or developed by you.

(a) User Data. You represent and warrant that you own or have all necessary rights (including all necessary intellectual property rights), permissions, and licenses to provide any User Data that you submit to the Hover Platform and to grant to Hover the licenses, rights, and permissions described herein. You will ensure that any such User Data, and Hover’s and Sponsored User’s use of any such User Data as set forth herein, will not violate any policy or terms referenced in or incorporated into these Terms or any applicable law. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of all User Data that you submit to the Hover Platform.
You hereby grant to Hover and its affiliates, licensees, agents, and sub-licensees, without compensation to you or others, a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to copy, modify, reproduce, distribute, create derivative works from, and otherwise use and display, your User Data, in any format or media (whether now known or hereafter created), for the duration of any copyright or other rights in such data, and to perform all acts with respect to such User Data in furtherance of the purposes of these Terms and Hover’s internal business purposes, including to provide, maintain, and improve the Hover Platform and to develop other products and services, including training Hover’s models and other research and experimental use. To the extent any Hover Data is a derivative work of your User Data and you possess the necessary right, you hereby assign all right, title, and interest in such Hover Data to Hover and, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in such Hover Data.
You acknowledge and agree that Hover may, but has no obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User Data, and Hover may, in its sole discretion, delete, move, re-format, remove or refuse to post or otherwise make use of your User Data without notice to you and without any liability to you or any third party. Hover reserves the right to treat User Data on the Hover Platform as content stored at the direction of Users for which Hover will not exercise any control outside of the licenses granted herein or to block or remove content pursuant to DMCA notices, acceptable use policies, or enforcement of these Terms otherwise.

(b) Data Display. (i) You agree that Hover may publicly display and reproduce Image Data showing views of a Subject Property that are visible from a public location. Such data and images may be displayed in the Hover Platform and in Hover’s marketing materials, along with attributes such as geographic location and estimated or actual project value. You may opt out of this use at any time. (ii) Hover may publicly display and reproduce Hover Data, such as digital models or synthetic images.

(c) Aggregated Statistics. Hover may monitor your use of the Hover Platform and collect and compile data and information related to your use of the Hover Platform to be used by Hover in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Hover Platform (“Aggregated Statistics”). As between you and Hover, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Hover. You acknowledge that Hover may compile Aggregated Statistics based on User Data. You agree that Hover 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; provided that such Aggregated Statistics do not identify you or any User.

(d) Personal Information. Hover’s Privacy Policy, available at hover.to/privacy, describes how Hover collects and processes Personal Information. Hover’s Privacy Policy is incorporated into these Terms by reference. By using the Hover Platform, you consent to Hover’s collection and processing of Personal Information as set forth in Hover’s Privacy Policy. You agree not to upload to Hover Image Data containing Personal Information.

(e) Data Processing Addendum. If the User Data you submit to the Hover Platform for processing includes any Personal Information, you agree that (i) you are responsible for providing legally adequate privacy notices and obtaining necessary consents for the processing of such Personal Information as set forth in these Terms and in Hover’s Privacy Policy, prior to submitting such User Data to the Hover Platform, (ii) you will use, maintain and access any such Personal Information in accordance with all Data Privacy Laws, and (iii) these Terms further incorporate the terms of the Data Processing Addendum available at: hover.to/dpa/may-2026 (the “DPA”). The DPA replaces and supersedes any previously agreed data processing addendum between you and Hover relating to Data Privacy Laws. You represent that you have provided all necessary privacy notices and obtained all necessary consents in accordance with the foregoing. You are responsible for ensuring that all collection and processing of such Personal Information is in accordance with applicable law. Hover relies on your representations in this section in processing User Data.

(f) Compliance. If you are using a sharing or invitation feature of the Hover Platform to send messages via text message or email, you will first obtain the recipient’s prior consent, as may be required under applicable law, before sending any message.

(g) Sponsored Use. If your use of the Hover Platform is being sponsored or paid for by a Sponsor, or if you are using a co-branded application, including an application embedded on a Sponsor’s website or in a Sponsor’s mobile application, then your User Data will be available to that Sponsor. The Sponsor will have the ability to access the User Data in your account, to modify and distribute Image Data you upload, and to disclose, restrict, monitor, compile information about, and generate reports from your User Data and your general usage of the Hover Platform, and such Sponsor may use any information for its own business and marketing purposes. If you do not agree to the sharing of your information with a Sponsor or do not wish to be contacted by the Sponsor, or its affiliates or service providers, do not use the Hover Platform in this manner. You may instead access the Hover Platform directly and create a separate Hover Project.

(h) Marketing Consent. If you are a Sponsor, you agree that Hover may use your name and logo and may disclose that you are a customer of Hover’s products and services in Hover’s standard advertising, press, promotion and similar public disclosure with respect to the Hover Platform; provided, however that any such public disclosure shall not indicate that you in any way endorse any of Hover’s products or services without your prior written permission.

From time to time, you and Hover may disclose or make available to the other party information about business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, pricing, and other sensitive or proprietary information (collectively, “Confidential Information”). The receiving party shall not disclose the disclosing party’s Confidential Information to any person, except to the receiving party’s employees, agents, or representatives who reasonably require such information for the performance of the receiving party’s obligations hereunder, or as otherwise provided in these Terms. Confidential Information does not include any information that at the time of disclosure: (a) was previously known to the receiving party; (b) is rightfully obtained after the date hereof on a non-confidential basis from a third-party; (c) is or becomes part of the public domain or otherwise accessible by the public through no fault of receiving party; or (d) is independently ascertainable or developed by the receiving party. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party; or (ii) to establish a party’s rights under these Terms, including to make required court filings. Confidential Information does not include User Data, the privacy, security, and use of which are governed by other provisions of these Terms. The Hover Platform and Hover Data are Confidential Information of Hover. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive for as long as such Confidential Information remains subject to trade-secret protection under applicable law. The disclosing party may suffer irreparable harm in the event of any disclosure or threatened disclosure of Confidential Information in violation of this section, and money damages may not be a sufficient remedy for any such breach or threatened breach. Without prejudice to the rights and remedies otherwise available, the disclosing party will be entitled to seek equitable relief by way of injunction, specific performance or otherwise, without the requirement of proof of actual damages or posting a bond or other security, if the receiving party discloses or threatens to disclose Confidential Information in violation of this section.

(a) General. You shall pay the fees as described on https://hover.to/pricing/ or as set forth in any Order Documentation. You shall make all payments hereunder in U.S. dollars on or before the due date. If you fail to make any applicable payment when due, without limiting Hover’s other rights and remedies: (i) Hover may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) you shall reimburse Hover for all costs incurred by Hover in collecting any late payments or interest, including attorneys’ fees, court costs, and collection-agency fees; and (iii) if such failure continues for 30 days or more, Hover may suspend access (including your access and access for any of your Sponsored Users) to any portion or all of the Hover Platform until such amounts are paid in full. All Fees and other amounts payable under these Terms or any Order Documentation exclude taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on Hover’s income. All fees and commitments are nonrefundable, non-cancelable, and not subject to proration. If you have provided a credit card to Hover, you authorize Hover to charge the credit card for the amount of any fee owed by you to Hover.

(b) Invoicing. If you are permitted in Hover’s sole discretion to pay by invoice, the following default terms apply unless otherwise specified by Hover: On a monthly basis, Hover will send an invoice to you for all orders by you or on your behalf during the previous month. For each invoice, you shall make a single payment for the entire amount of the invoice. You shall not send separate checks for individual orders, and Hover is not required to accept checks for individual orders as payment. You shall pay each invoice no later than 30 days after the invoice date, or earlier as Hover may require. For each payment, you shall provide identifying information as requested by Hover.

(c) Reliance on charges. Sponsors are responsible for paying all applicable fees incurred by a User using Sponsor’s account. Sponsors are solely responsible for, and Hover will bear no responsibility for, unauthorized access to or use of the Hover Platform by any person who uses such Sponsor’s credentials. Hover shall be entitled to rely on User’s username, password, and any Sponsor identifier code and/or claim number supplied by any User to determine whether such user is a Sponsored User on a Sponsor’s account.

(a) Warranty Disclaimer. THE HOVER PLATFORM AND HOVER DATA ARE PROVIDED “AS IS,” AND HOVER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. HOVER 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. HOVER MAKES NO WARRANTY OF ANY KIND THAT THE HOVER PLATFORM, OR ANY HOVER DATA OR 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. HOVER DOES NOT WARRANT ANY THIRD-PARTY PRODUCTS OR SERVICES.

(b) Disclaimer with respect to Contractors. Hover does not endorse, recommend, or make any representations or warranties about the service or installation provided by any home-improvement contractor. Any information provided by Hover relating to contractors is solely for informational purposes only. We make no guarantees or representations regarding the skills of any contractor, nor do we guarantee or warrant the outcome or quality of the job that they may perform if you elect to retain their services. Contractors are not employees or agents of Hover, and your choice to use any contractor is at your own risk. Your rights are governed by the terms of the contract you enter into with the contractor you select, and by applicable federal, state, provincial, or local laws.
Hover specifically disclaims any liability for any injury or other damages arising out of or relating in any way to disputes, contracts, or your dealings with contractors. Should you have a dispute with any contractor, you hereby agree to release Hover and its agents, employees, or affiliates from any damages or claims of every kind of nature, suspected and unsuspected, known and unknown, and disclosed or undisclosed, including consequential and incidental damages, arising out of or relating in any way to such disputes or your dealings with contractors.

(c) Disclaimer of Legal Advice. If you are a Sponsor and you are using form proposals or contracts provided by Hover, you acknowledge the following:
Hover does not review contracts for legal sufficiency; draw legal conclusions; provide legal advice, opinions, or recommendations about any legal rights, remedies, defenses, options, selection of forms, or strategies; or apply the law to the facts of a Sponsor’s particular situation.
Hover does not provide legal services, and the Hover Platform and Hover’s forms and templates are not a substitute for the advice or services of an attorney.
A Sponsor’s use of a form document provided by Hover is neither legal advice nor the practice of law, and each form and any applicable instructions or guidance are not customized to a Sponsor’s particular needs or the law of a Sponsor’s jurisdiction.

(a) Your Indemnification. You shall indemnify, defend, and hold harmless Hover and its officers, directors, employees, shareholders, agents, representatives, successors, and assigns (“Hover Indemnitees”) from and against any and all loss, claim, cost, judgment, liability, injury, damage, demand, action, or expense of any kind or character, including court costs and reasonable fees of attorneys and other professionals (“Losses”), arising from any claim, suit, action, or proceeding brought by a third party (“Third-Party Claims”) based on (i) a breach of these Terms by you, (ii) a violation of any applicable law by you, or (iii) your use of the Hover Platform in any manner not otherwise authorized under these Terms or that does not materially conform with the then-current usage instructions provided by Hover. If you are a Sponsor, you shall further indemnify, defend and hold harmless Hover and its Hover Indemnitees from and against any and all Losses arising from Third-Party Claims based on (1) the use of any of your Sponsor products and services, or (2) the use of any of your Sponsor Marks or User Data in accordance with these Terms.

(b) Hover Indemnification
(i) In General. Hover shall indemnify, defend, and hold harmless you and, if you are an organization or business entity, your officers, directors, employees, shareholders, agents, representatives, successors, and assigns, from and against any and all Third-Party Claims based on (1) Hover’s willful misconduct, or (2) a claim that the Hover Platform directly infringes or violates any patent, copyright, trademark, or other intellectual property right of a third party. Hover may, in its sole discretion in the event of an indemnifiable claim under this section 9(b)(i)(2), (A) seek to obtain through negotiation the right for you to continue using the Hover Platform; or (B) rework or replace the Hover Platform so as to make them non-infringing, as long as the reworked or replacement Hover Platform does not result in a material adverse change in the operational characteristics of the Hover Platform. If none of these alternatives is reasonably available in Hover’s sole discretion, Hover may terminate these Terms and the license granted herein. This section 9 sets forth your sole remedies and Hover’s sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Hover Platform infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.
(ii) Exceptions. Hover’s indemnity obligation shall not apply to the extent that the Third-Party Claim arises from (1) your unauthorized modification or use of the Hover Platform, including Hover Data; (2) your failure to use corrections or enhancements made available by Hover, after notice of the corrections or enhancements is provided to you, and to the extent that such corrections or enhancements would make the Hover Platform non-infringing; (3) use of the Hover Platform in excess of the rights granted in these Terms; (4) Hover’s creation of, or modifications to, the Hover Platform in compliance with specifications or instructions provided by you; or (5) User Data or Third-Party Products.

(c) Procedure. The indemnified party must promptly notify the indemnifying party of any indemnifiable loss or claim in writing. The indemnifying party may control the defense and settlement of the claim. The indemnifying party may not, without the indemnified party’s prior written consent, settle any claim regarding which indemnification is being sought hereunder unless such settlement (i) includes an unconditional release of the indemnified party from all liability arising out of such claim and (ii) does not contain any admission of wrongdoing by the indemnified party.

IN NO EVENT WILL HOVER BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR THE HOVER PLATFORM 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 GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER HOVER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
IN NO EVENT WILL HOVER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE HOVER PLATFORM UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO HOVER BY YOU IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(a) Termination. Either party may terminate these Terms (i) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or (ii) upon 30 days’ written notice (email being sufficient) to the other party if a material breach occurs (such as failure to pay any applicable fees when due), and if such breach remains uncured at the expiration of such period. You shall delete all Hover Data in the event these Terms are terminated by Hover as a result of your breach of these Terms. In no event will termination relieve you of your obligation to pay any amounts owed to Hover hereunder or entitle you to a refund of any commitments, subscription fees, or other fees owed or paid to Hover.

(b) Effect of Termination. Upon any termination of these Terms, your license to access the Hover Platform shall terminate. The sections of these Terms that by their nature are intended to survive shall survive any termination, including without limitation the provisions relating to license and use restrictions, intellectual property rights, and limitations of liability.

(c) Auto-Renewal. Plans renew automatically at then-current rates unless either party provides prior notice of nonrenewal. To cancel auto-renewal, visit the plan page or email [email protected] before your scheduled renewal date. No refunds or credits.

Please carefully read the following agreement to arbitrate and waiver of class action (“Arbitration Provision”). It requires you to arbitrate disputes with Hover and limits the manner in which you can seek relief from Hover.

(a) Informal process first. Before filing a claim, you and Hover agree to try to resolve any Dispute informally for 60 days after written notice (email [email protected], subject “Legal Notice”), describing the Dispute and requested relief.

(b) Agreement to Arbitrate. You hereby agree that any dispute or claim relating in any way to these Terms, including this Arbitration Provision, to Hover’s Privacy Policy, or otherwise related to the Hover Platform (“Disputes”) will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims in small claims court in your county of residence or in San Francisco County, CA if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; (ii) you or Hover may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents); and (iii) Hover may seek equitable relief in court (including an injunction), if necessary, to stop or prevent your violation of these Terms. This Arbitration Provision will apply, without limitation, to all Disputes that arose or were asserted before these Terms or any prior version of these Terms were in effect, as well as to all Disputes arising thereafter.

(c) Class Action Waiver. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AGREE THAT YOU AND HOVER WILL NOT COMMENCE AGAINST THE OTHER, OR PARTICIPATE IN, A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING. YOU AND HOVER ARE EACH WAIVING RESPECTIVE RIGHTS TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

(d) Arbitration Process. If not resolved informally, disputes will be resolved by individual, confidential binding arbitration under the JAMS rules (including JAMS Consumer Minimum Standards where applicable) and the Federal Arbitration Act. The arbitrator may award the same relief a court could, consistent with these Terms. Venue is your county of residence or San Francisco, CA. Any final decision made by the arbitrator may be entered in any court of competent jurisdiction.

(e) Fees. If you’re a consumer and you start arbitration, you pay only the filing/case-management fee (roughly equal to a court filing fee); Hover pays the rest. If Hover starts arbitration against a consumer, Hover pays all arbitration costs. If you are not a consumer, then you and Hover will each pay a pro rata share of the arbitration costs. Parties are responsible for paying their own attorneys’ fees. The arbitrator may award attorneys’ fees and costs to the prevailing party if such an award is allowed by law.

(f) Arbitration opt-out. You can opt out of the provisions of this Arbitration Provision within 30 days after you first accept these Terms by emailing [email protected] with your name, number, and a statement that you opt out. If you opt out of this Arbitration Provision, all other provisions of these Terms will continue to apply to you. Opting out of this Arbitration Provision has no effect on your agreement to the rest of these Terms.

(g) Filing deadline. Claims must be brought within one year after they could first be filed, unless the law prohibits shortening that period.

(h) Severability. If the class-action waiver is unenforceable for a particular claim, that claim goes to court; the rest can proceed in arbitration. If any arbitration term conflicts with JAMS rules, these Terms control.

(a) Relationship of Parties. The relationship between the parties is that of independent contractors. The parties are not agents of each other, partners, joint venturers, or participants in any other form of joint enterprise, employment, or fiduciary relationship. Neither party shall have authority to contract for or bind the other party in any manner whatsoever.

(b) Assignment. The rights and obligations described herein and as may be further described in any Order Documentation may not be assigned in whole or in part by either party without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed, except that (a) if you are a Sponsor, you may assign your rights to any subsidiary or affiliate without prior written consent, but with notice to Hover and (b) Hover may assign without notice in connection with an acquisition of all, or substantially all, of the assets, business, or equity of Hover, by merger, reorganization, sale, or otherwise.

(c) Notices. All notices concerning, required or permitted under these Terms shall be sent to [email protected] unless otherwise designated in any Order Documentation. You consent to receiving electronic communications from Hover. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Hover Platform. You agree that any notices, agreements, disclosures, or other communications that Hover sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

(d) Force Majeure. Neither party will incur any liability to the other on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms, except for any obligations to make payments to the other party hereunder, if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond its control and without negligence of the parties. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquakes, fire, and explosions.

(e) Waiver. Any waiver of the provisions of these Terms or of a party’s rights or remedies under these Terms must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of these Terms or its rights or remedies at any time will not be deemed a waiver of such party’s rights and will not in any way affect the validity of the whole or any part of these Terms or prejudice such party’s right to take subsequent action.

(f) Severability. If any term, condition, or provision in these Terms is found to be invalid, unlawful, or unenforceable to any extent, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term, and all other provisions of these Terms will continue in full force and effect.

(g) Entire Agreement. These Terms, including any accompanying Order Documentation and the DPA referenced herein, constitute the entire agreement of the parties with respect to the subject matter herein and supersedes all prior and contemporaneous communications, proposals, representations, warranties, understandings, and agreements, either oral or written, between the parties with respect to said subject matter. No employee, agent, representative or affiliate of Hover has authority to bind Hover to any oral representations or warranty concerning any Hover products or services. Any written representation or warranty not expressly contained in these Terms is unenforceable. No terms, provisions, or conditions of any purchase order, acknowledgement, or other business form that you may use will have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, these Terms, regardless of any failure of Hover to object to such terms, provisions, or conditions, except where the same have been mutually agreed-to in writing by the parties. Notwithstanding the foregoing, if you have entered into a separate, written agreement with Hover governing your access to and use of the Hover Platform, the terms and conditions of such separate agreement will control in the event of any conflict between such separate agreement and these Terms.

(h) Governing Law and Venue. California law governs these Terms (without regard to conflicts rules), except that the FAA governs arbitration. Except for arbitration decisions and small-claims matters, any court proceedings must be in state or federal courts located in San Francisco, CA and you hereby consent to the exclusive jurisdiction of such courts.

(i) Electronic acceptance. The parties agree to waive any future challenge to the validity and enforceability of these Terms and any document submitted hereunder on the grounds that it was electronically transmitted, authorized, or accepted.

(j) Interpretation. These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

(k) Headings. The headings in these Terms are for reference only and do not affect the interpretation of these Terms.

(l) Language. Unless required by laws or as otherwise provided in the Order Documentation, the English language version of all parts of these Terms control, and communications and notices under these Terms must be in the English language to be effective. Any translations of these Terms, in whole or in part, that may be provided as a courtesy are not official or binding, and the English language version may be used to determine the meaning of any translations. You agree that any translation was performed by a person that understands the legal requirements described. If you are in Canada, it is the express wish of both parties that these Terms, and any associated documentation, be written and agreed to in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.