Terms of Service

Posted: July 8, 2024

These Terms of Service (“Terms”) govern your use of the hanover.co website (the “Site”), online platform service, and associated portals, features, content and services offered by us (collectively, the “Services”).  Nexrealm, Inc. d.b.a. Hanover (“Hanover” “Company” “we” “our” “us”) provides the Site and Services.  “You” refers to you as a user of the Site or Services.

BY USING THE SITE OR SERVICES, YOU ARE AGREEING TO THESE TERMS.  PLEASE READ THEM CAREFULLY.

1. Eligibility

To use the Site or Services, you must be the greater of: (i) 18 years old; or (ii) the age of majority in your state or jurisdiction of residence.  Further, you represent and warrant that you (i) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) are not listed on any U.S. Government list of prohibited or restricted parties. You may not use the Site or Services if they are prohibited or unlawful in your jurisdiction.

2. Your Account

Certain aspects of the Services may require you to create an account.  You agree that any information you provide and maintain (the “Account Data”) is accurate, current and complete, including your contact information for notices and other communications from us and your payment information. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name or likeness. You agree that we may take steps to verify the accuracy of information you provide.  We may suspend or terminate your Account and your ability to use the Site and Services if you engage in, encourage, or advocate for illegal conduct or if you fail to comply with these terms or any Additional Terms (defined below).  You accept, to the extent permitted by law, all risk of unauthorized access to the Account Data and any other information you provide to us.

By registering as a user on the Site you expressly authorize Hanover to access certain third-party websites and accounts on your behalf, to retrieve personal information and other information about you for any legitimate business purpose, subject to applicable law and our Privacy Policy.

You agree that we may collect and use technical and usage data and related information about your computer or mobile device (where applicable), date and time of Site access, system and website software, and peripherals to facilitate the provision of product support and other services to you. You grant permission to use this information to improve products and to provide services or technologies to you. Features of the Site may request access to information contained or generated in your computer or mobile device. If you deny access to these functions the Site may not work as designed.  For more information on how we collect, use, transfer, store and share your online data and personal information, and how you can manage your online privacy choices, please see our Privacy Policy.    

3. Payment Terms

Some of our Services are subject to a fee, the amount of which will be made available to you when you sign up for a particular Service.  You agree to pay any applicable fees in accordance with the payment terms presented at the time you sign up for Services.  

4. Additional Terms

Some of our Services have additional terms and conditions (“Additional Terms”).  Where Additional Terms apply to a Service, we will make them available for you to read through your use of that Service.  By using that Service, you agree to and are bound by the Additional Terms.

5. Acceptable Use of the Site and Services

You are responsible for your use of the Site and Services, and for any use of the Site or Services made using your account.  Our goal is to create a positive, useful, and safe user experience.  To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us.  When you use the Site or Services, you may not:

• violate any law or regulation;

• violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;

• send or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;

• engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Site or Services whether through automatic, manual, or other means not purposely made available by us, including to develop or improve any software program, algorithm, or machine learning or artificial intelligence model;

• transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;

• stalk, harass, or harm another individual;

• impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;

• use any means to scrape or crawl any Web pages contained in the Site;

• attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Site or Services;

• attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Site or Services; or

• advocate, encourage, or assist any third party in doing any of the foregoing.

6. Customer Content

The Site and some of our Services allow you to upload, submit, store, send, or receive content and data (“Customer Content”).  You retain ownership of any intellectual property rights that you hold in that Customer Content.  

When you upload, submit, store, send, or receive Customer Content to or through the Site or Services, you give us a worldwide, perpetual, non-exclusive, royalty-free right and license to reproduce, host, store, modify, create derivative works (such as translations, adaptations, or other changes we make so that Customer Content works better with the Site and Services) and otherwise use your Customer Content for any and all activities and purposes related to operating and improving the Site and Services.  Our license to your Customer Content is non-exclusive, meaning you may use the Customer Content for your own purposes or let others use your Customer Content for their purposes.  This license is fully-paid and royalty free, meaning we do not owe you anything else in connection with our use of your Customer Content.  We may exercise our rights under this license anywhere in the world and in any media.  We will only use your Customer Content for as long as you choose to store it with us using the Site or Services.

You represent and warrant that:

• you own all rights to your Customer Content or, alternatively, that you have the right to give us the rights described above; and

• your Customer Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

We may refuse to accept or transmit Customer Content for any reason.  We may modify, remove from the Site or Services, or disable access to any Customer Content for any reason.  

7. Access to the Site and Services and Ownership

You agree that when you use the Site, you will remain subject to the terms and conditions of all your existing agreements with us, our affiliates, and/or any unaffiliated service providers and your internet service provider and mobile service carrier or provider (where applicable), and that these Terms do not amend or supersede any of those agreements. You understand that those agreements may provide for fees, limitations and restrictions which might impact your use of the Site (for example, your internet service provider may experience outages or planned maintenance windows and your mobile service carrier or provider may impose data usage or text message charges in connection with your use of the Services), and you agree to be solely responsible for all such fees, limitations and restrictions. You agree that only your mobile service carrier or internet service provider is responsible for its products and services. Accordingly, you agree to resolve any problems with your carrier or provider directly with your carrier or provider without involving us.

Subject to your continued compliance with these Terms, we hereby grant you a right to access and use the Site and Services. Certain Site features and functionality are provided by third parties (each a “Third Party Licensor”) that are not affiliated with Hanover. Your right to use the Site and Services is revocable in the discretion of Hanover and its Third-Party Licensors.  

Other than Customer Content, we own or license all right, title, and interest in and to (a) the Site and Services, including all software, text, media, and other content available on the Site and Services (“Our Content”); and (b) our trademarks, logos, trade dress, and brand elements (“Marks”).  The Site and Services, Our Content, and Marks are all protected under U.S. and international laws.  The Site and Services are copyright © Hanover.  All rights reserved.  You may not duplicate, copy, or reuse any portion of the Site, including any HTML/CSS, Javascript, or visual design elements or concepts without express written permission from us.

8. Privacy

Your privacy is very important to us.  Our Privacy Policy explains how we collect, use, protect, and when we share personal information and other data with others.  You are responsible for maintaining the confidentiality of your Account information, including your username and password.  You are responsible for all activities that occur under your Account, and you agree to notify us immediately of any unauthorized access or use of your Account.  We are not responsible or liable for any damage or loss related to any unauthorized access or use of your Account.

9. Third Party Platforms and Links

The Site and Services may contain links to other websites and online resources or services solely for convenience.  Additionally, you may have the ability to link your Account with third party platforms, websites or other services, including without limitation, financial institutions (collectively, “Third Party Platforms”) to facilitate information sharing and the provision of services by such Third Party Platforms, such as, for example, wire transfers and bill payments.  We do not provide, nor have custody or control over, any Third Party Platforms, and Hanover does not warrant, endorse, guarantee, or assume responsibility for any product or service offered by Third Party Platforms.  Without limiting the foregoing, Hanover will not be a party to or in any way monitor any transaction between you and Third-Party Platform’s products or services. You are solely responsible for any transaction you conduct, or instruct us to conduct, using a Third-Party Platform.  To the extent you allow a Third-Party Platform access to your Customer Content, it is your sole responsibility to evaluate any risks related to such disclosure.  We are not responsible for—and to the maximum extent permitted by applicable law, we will have no liability for—any action or inaction by the third party nor any damage or loss related to your use of any Third-Party Platform.  You should always read the terms and conditions and privacy policy of a Third-Party Platform before using it, as your use of such Third-Party Platforms will be governed by those agreements.  Hanover is not responsible for the privacy practices of any Third-Party Platforms and does not exercise control over any Third-Party Platform whose products and services you use in conjunction with use of the Site and Services.

10. Changes to the Site or Services

We enhance and update the Site and Services often.  We may change or discontinue the Site or Services at any time, with or without notice to you.

11. Termination

We reserve the right to not provide the Site or Services to any person.  We also reserve the right to terminate any user’s right to access the Site or Services at any time, in our discretion.  If you violate any of these Terms, your permission to use the Site and Services automatically terminates.

12. Disclaimer and Limitations on Our Liability

YOU USE THE SITE AND SERVICES AT YOUR OWN RISK.  THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR COMPANY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, CONSULTANTS, SUPPLIERS AND LICENSORS (“AFFILIATES”) DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  

IN PARTICULAR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SITE OR SERVICES.  OUR COMPANY AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY:  (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES.

FURTHER, YOU UNDERSTAND AND AGREE THAT THE SITE AND SERVICES ARE NOT INTENDED TO AND DO NOT PROVIDE STRATEGIC, TAX, LEGAL, FINANCIAL OR INVESTMENT ADVICE.  YOU SHOULD SEEK INDEPENDENT TAX, LEGAL AND/OR INVESTMENT ADVICE BEFORE ACTING ON INFORMATION OBTAINED FROM THE SITE OR SERVICES.

YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES YOU HAVE ACTUALLY PAID US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.  

You understand and agree that we have set our prices and entered into these Terms with you in reliance upon the limitations of liability set forth in these Terms, which allocate risk between us and form the basis of a bargain between the parties.

13. Browsing Session Information

We use technologies that maintain records of your browsing session, chats, and other activities on our Site. These technologies may include session replay that maintains a record of your interactions with our Site, chat providers that maintain a transcript of your chats, cookies, pixels, and other tracking technologies that share some of your interactions with our Site, as well as other technologies that collect and share your interactions with our Site. We use this information for quality control, customer service, fraud prevention and security in accordance with our Privacy Policy.

14. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless our company and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, relating to, any actual or alleged breach of these Terms by you or anyone using your Account.  If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

15. Informal Dispute Resolution

We try to address any disputes without the need to initiate a formal legal case. You agree that prior to submitting any dispute or claim to arbitration for resolution, you and we agree to make a good faith effort to resolve it informally, including having at least one telephone or videoconference conversation between you, personally, and us. To initiate this good faith effort to informally resolve a dispute you agree to notify us in writing by email at team@hanover.co of the nature of the dispute, the basis for your claims and the resolution that you are seeking, including any monetary amount, with as much detail as you can provide so that we can gain a sufficient understanding of the dispute. Within the sixty (60) days following our receipt of this notice, you agree to engage in good faith efforts to resolve the dispute, including personally participating in a telephone call or videoconference with us. You may have a lawyer attend the call with you if you wish. If the dispute is not resolved within those sixty (60) days (which period can be extended by agreement of the parties), you or we may commence an arbitration to resolve the dispute consistent with the process set forth below. Compliance with and completing this informal dispute resolution process is a condition precedent to commencing an arbitration. You and we agree to toll any applicable statute of limitations and filing fee deadlines while the parties engage in this informal dispute resolution process from the date we receive your notice to the date an arbitration is commenced or the conclusion of the 60-day period described above, whichever is sooner. A court of competent jurisdiction shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration.

16. Arbitration Agreement & Waiver of Certain Rights

You and Hanover agree that, except as set forth below, we will resolve any controversies, claims, counterclaims, or other disputes between you and Hanover or you and a third-party agent of Hanover (a “Claim”) through final and binding arbitration instead of through court proceedings in accordance with the Consumer Arbitration Rules of the American Arbitration Association (“AAA Rules”). This arbitration agreement applies to any existing or future Claims that you have not individually filed in a court of law or in arbitration prior to the date you agreed to these Terms of Use. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.  You and we hereby waive any right to a jury trial of any Claim. The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. A court of competent jurisdiction has exclusive authority to determine the existence, scope, and validity of the arbitration agreement and the arbitrability of any claim or counterclaim, including, without limitation, whether any conditions precedent to the commencement of an arbitration have been completely satisfied and any objections with respect to any of the foregoing.

To begin an arbitration proceeding, you must send us an individual letter signed by you requesting arbitration and describing your claim at Nexrealm, Inc. d.b.a Hanover at 169 Madison Ave STE 2811, NY NY 10016, USA, Attention: Legal Department. This letter must be sent at least ten (10) days before you initiate an arbitration proceeding against us.

Any party to the arbitration may at any time serve an offer of compromise in writing upon any other party to the action. Offers of compromise pursuant to these Terms of Use will be adjudicated and interpreted in accordance with California Code of Civil Procedure section 998.

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Hanover will pay as much of the administrative costs and arbitrator's fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude you or Hanover from seeking action by federal, state, or local government agencies. You and Hanover also have the right to bring qualifying claims in small claims court or transfer qualifying claims to small claims court. Either party may elect that a Claim be filed exclusively in a small claims court of competent jurisdiction by providing notice to the other party. In the event a Claim has already been filed in arbitration, the party who has filed that Claim will, within ten (10) days of receiving such a notice, withdraw their Claim from arbitration. The parties will then proceed with the Claim exclusively in small claims court. A party may apply to any court of competent jurisdiction to enforce the terms of this paragraph. In addition, you and Hanover retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions. Any such request shall not be deemed incompatible with these Terms of Use, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms of Use.

Neither you nor Hanover may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. You may not bring Claims in arbitration on a class or representative basis. The arbitrator can decide only your and/or Hanover’ individual Claims.

If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. If for any reason a Claim proceeds in court rather than in arbitration, you and Hanover each waive any right to a jury trial. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms of Use. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.

This Arbitration Agreement Section of the Terms will survive the termination of your relationship with Hanover.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR HANOVER WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

Mass Arbitration Process Requirements

If twenty-five (25) or more similar claims are asserted against Hanover at or around the same time by the same or coordinated counsel or are otherwise coordinated (and your Claim is one such Claim), you understand and agree that the resolution of your Claim might be delayed. You also agree to the following process and application of the AAA Multiple Consumer Case Filing Fee Schedule and Supplementary Rules. Twenty (20) claims shall be selected to proceed to individual arbitration proceedings as part of a first batching process, ten (10) of which will be selected by the claimants and ten (10) of which will be selected by Hanover. The remaining claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. If the parties are unable to resolve the remaining claims after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, for which Hanover will pay the mediator's fee. If the parties are unable to resolve the remaining claims through mediation at this time, then forty (40) claims shall be selected to proceed to individual arbitration proceedings as part of a second batching process, twenty (20) of which will be selected by the claimants and twenty (20) of which will be selected by Hanover. (If there are fewer than forty (40) claims remaining, all shall proceed.) The remaining claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein.  In any batching process, a single arbitrator shall preside over each proceeding, and only one proceeding may be assigned to each arbitrator unless the parties agree otherwise. If the parties are unable to resolve the remaining claims after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, for which Hanover will pay the mediator's fee. If the parties are unable to resolve the remaining claims in mediation at this time, this staged process shall continue with no more than one hundred (100) claims proceeding at any time in a staged order that is selected randomly or by the AAA, until all the coordinated claims, including your Claim, are adjudicated or otherwise resolved. At any time during these proceedings, we agree to participate in a global mediation session should your counsel request it in an effort to resolve all remaining claims. Any applicable statute of limitations on your Claims and filing fee deadlines shall be tolled for claims subject to this section regarding “Mass Arbitration Process Requirements” from the time claims are selected for the first set of batching proceedings until the time your Claim is selected to proceed in arbitration, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this section regarding “Mass Arbitration Process Requirements” and, if necessary, to enjoin the filing or prosecution of arbitration demands against Hanover.  Should a court of competent jurisdiction decline to enforce these “Mass Arbitration Process Requirements,” you and we agree that your and our counsel shall engage in good faith and with the assistance of a Process Arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with the AAA to address reductions in arbitration fees.

17. Other Provisions

Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.

Except as otherwise described in these Terms, these Terms will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflict of laws rules or provisions.  

To the extent any action relating to the Site, Services or any transaction with Hanover is not required to be arbitrated or filed in small claims court in accordance with the Arbitration Agreement, such action must be brought in the federal and state courts located within the Southern District of New York, and you consent to the exclusive personal jurisdiction of such courts.  

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.  

The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.

We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

18. Changes to these Terms

From time to time, we may change these Terms.  If we change these Terms, we will give you notice by posting the revised Terms on the Site.  Changes to the Terms are effective when posted to the Site.

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