Terms of Service
Dated: March 1, 2023
Welcome to Covver!
INTRODUCTION.
Thank you for using Covver. These Terms govern the relationship between the User of the Service, whether it be an individual or business entity, and Covver. These Terms serve as an agreement between User and Covver, set forth the terms and conditions by which User may access and use the Service, and are herein incorporated by this reference.
Access to certain Services or features of the Services (such as, by way of example and not limitation, the ability to submit or share User Content (defined below) may be subject to age restrictions and not available to all users of the Services.
Please read these Terms carefully; by using Covver, all Users agree to be bound by them.
ARBITRATION NOTICE FOR USERS IN THE UNITED STATES: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, USER AND COVVER AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND USER AND COVVER WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. DEFINITIONS.
A. “Content” means text, pictures, sound, video and graphics.
B. “Covver”, “we”, or “us” means Covver, Inc.
C. “DMCA” means the Digital Millennium Copyright Act”
D. “Intellectual Property Rights” means any patent rights, copyrights, trade secrets, trademarks, service marks, know-how and any other similar rights or intangible assets recognized under any laws or international conventions and in any country or jurisdiction in the world, and all present and future registrations, applications, disclosures, renewals, extensions, continuations or reissues of the foregoing.
E. “Magazine” mean online publication that Users create on the Service.
F. “Registration Information” means information provided by Users at the time such Users establish an account on the Site.
G. “Service” means the platform, websites, applications, content, services and features created and hosted by Covver and made accessible via the World Wide Web, that enables Users to upload and access Content and perform other functions.
H. “Technology” means the software, hardware, information, know-how and technology owned by or licensed to COVVER and used to provide the Services.
I. “Terms” means the terms of use posted on the Service and to which Users agree in order to establish an account on the Site.
J. “Usage Data” means any data collected by Covver regarding usage of the Service.
K. “User” or “you” means any party who uses the Service.
L. “User Content” means text, pictures, sound, video and graphics provided by and/or uploaded to the Service by Users.
2. WHO MAY USE THE SERVICE?
A. NOTICE TO MINORS
In order to use the Service, User must either be the age of majority in your jurisdiction, an emancipated minor, or possess legal parental or guardian consent, and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. User represents that User meets the eligibility requirements in this Section.
In any case, User affirms that User is at least the age of 13 or older, as the Service is not intended for children under 13. MINORS UNDER THE AGE OF 13 MAY NOT USE THIS SERVICE.
If User is a parent or legal guardian of a User under the age of 18, by allowing User’s child to use the Service, User is subject to the Terms and responsible for User’s child’s activity on the Service.
BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SERVICES, USER REPRESENTS THAT USER IS AT LEAST 13 YEARS OF AGE, THAT USER’S PARENT OR LEGAL GUARDIAN AGREES TO BE BOUND BY THESE TERMS OF SERVICE IF USER IS BETWEEN 13 AND THE AGE OF LEGAL MAJORITY IN USER’S JURISDICTION OF RESIDENCE, AND THAT USER HAS NOT BEEN PREVIOUSLY REMOVED FROM OR PROHIBITED FROM RECEIVING THE SERVICES.
B. BUSINESSES
If User is using the Service on behalf of a company or organization, User confirms to us that User has authority to act on behalf of that entity, and that entity accepts this Agreement.
3. ACCEPTING THESE TERMS.
By using our Services, User confirms that User can form a binding contract, that User accepts these Terms, and that User agrees to comply with them. User’s access and use of Covver’s Services is also subject to Covver’s Privacy Policy, the terms of which can be found via the hyperlink, directly on the Service, or where the Service is made available for download, on User’s mobile device’s applicable app store, and are incorporated herein by reference. By using the Services, User consent to the terms of the Privacy Policy.
4. CHANGES TO THE TERMS.
Covver hopes to constantly improve the Service and will therefore make changes from time to time. Such changes may result in elimination or restricted access to our Service or any part of our Service at any time, for any reason, with or without advance notice, and may be done with respect to one, some, or all Users. Covver will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. Users are expected to check this page from time to time so Users are aware of any changes, as they are binding on you.
Users can accept new versions and updates to the Terms by accessing or using our Services. Users understand and agree that Covver will treat User’s access or use of the Services as acceptance of the Terms from that point onwards.
5. ACCESSING THE WEBSITE AND ACCOUNT SECURITY.
A. REGISTRATION INFORMATION.
To access the Service User may be asked to provide certain registration details or other information. It is a condition of User’s use of the Service that all the information User provides on the Service is correct, current, and complete. User agrees that all information User provides to register with this Service or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy [HYPERLINK], and User consents to all actions Covver takes with respect to User’s information consistent with Covver’s Privacy Policy.
If User chooses, or is provided with, a non-public username, password, or any other piece of information as part of Covver’s security procedures, User must treat such information as confidential, and User must not disclose it to any other person or entity. User also acknowledges that User’s account is personal to User and agrees not to provide any other person with access to this Service or portions of it using your username, password, or other security information. User agrees to notify us immediately of any unauthorized access to or use of User’s username or password or any other breach of security. User also agrees to ensure that User exits from your account at the end of each session. User should use particular caution when accessing User’s account from a public or shared computer so that others are not able to view or record User’s password or other personal information.
Covver has the right to disable or change any username, password, or other identifier, whether chosen by User or provided by Covver, at any time in Covver’s sole discretion for any or no reason, including if, in Covver’s opinion, User has violated any provision of these Terms. Covver may activate a disabled username for another User.
Covver may provide automatic service alerts and account-related alerts. You can modify your communication preference at any time. Account–related alerts are sent to you as part of Covver’s service. Alerts will be sent to the email address you have provided as your primary email address for Covver. If your email address changes, you are responsible for informing us of that change. Anyone with access to your email will be able to view the content of these alerts. You may disable future alerts at any time.
B. MEMBERSHIP SUBSCRIPTION
You may receive access to exclusive or premium features or content on Service by paying a fee, which fee may be one-time, annual or monthly depending on the specific offer you sign up with. Your membership will automatically renew at the end of each month/year, and we will charge you the membership fee via the payment method on file, unless you cancel your membership before the next billing cycle begins. The membership fees may change at any time. You will be informed at least 30 days in advance of your automatic renewal if the membership fee has changed, and you will be given the opportunity to cancel your subscription. All membership fees are non-refundable. Any tax rates are based on the rates applicable at the time of your annual or monthly charge. These amounts can change over time with local tax requirements in your country, state, territory, county, or city. Any changes in tax rates will be automatically applied based on the account information you provide.
Additional terms may apply to your use of, access to and purchase of such fee-based products or services and such additional terms are incorporated herein by reference. You may only purchase such fee-based membership if, and you hereby represent, warrant and agree that (a) you are 18 years of age or older and (b) you shall pay in full the prices and fees (including, without limitation, all applicable taxes) for any purchases you, or anyone using your User Profile, make via credit card or other payment means acceptable to Covver concurrent with your online order. If payment is not received by us from your credit card issuer or its agents or other payment service provider, you agree to promptly pay all amounts due upon demand by us. Covver may revise any or all of the fees and prices associated with the fee-based membership at any time for any or no reason. Further, Covver does not guarantee that content and products will be available, accurate, complete, reliable, current, or error-free. Descriptions and images of, and references to, products or services do not imply our or any of our affiliates’ endorsement of such products or services. Moreover, Covver and its third party operational service providers reserve the right, with or without prior notice, for any or no reason, to change product descriptions, images, and references; to limit the available quantity of any product; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from conducting any or all transaction(s); and/or to refuse to provide any User with any product. Further, if Covver terminates your use of or registration to the Service because you have breached these Terms, you shall not be entitled to a refund of any unused portion of any fees, payments or other consideration.
C. AVAILABILITY.
Users may use the Service primarily within the country in which Users have established their account, in geographic locations where Covver offers the Services, and have licensed such Content. The Content that may be available to access may vary by geographic location and may change from time to time.
D. THIRD PARTY ACCOUNTS.
Covver may permit Users to register for and log on to the Services via certain third party services. The third party’s collection, use and disclosure of User information will be subject to that third party service’s terms and conditions and privacy policy. Further information about how Covver collects, uses and discloses User’s personal information when Users link User’s Covver account and with User’s account on any third party service can be found in our Privacy Policy.
E. THIRD PARTY CONTENT.
The Service may include advertising in any media and format and/or links to products and services available from, or fulfilled by, third parties. All transactions resulting from use of such links shall be in accordance with the applicable third party terms and conditions, for which Covver shall have no responsibility or liability.
Where the Service contains links to other sites and resources provided by third parties, these links are provided for User information only. Covver has no control over the contents of those sites or resources. Such links should not be interpreted as approval or endorsement by Covver of those linked websites or information User may obtain from them. User acknowledges that Covver has no obligation to pre-screen, monitor, review, or edit any Content posted by User and other users on the Services (including User Content).
6. OWNERSHIP, CONTENT AND LICENSES.
A. COVVER OWNERSHIP.
As between User and us, Covver owns, and will continue to own, all right, title, and interest, including all Intellectual Property Rights, in and to (i) its pre-existing software, Technology, and Content, (ii) all domain names and any trademarks, service marks and related branding, including registrations (if any) thereof, relating to the Service engine (including, specifically, the Covver name that the parties intend to feature on the Site) and/or the Service functionality, (iii) all Covver trade secrets related to any aggregation, collection or other obtainment of Registration Information or Usage Data utilized in the operation of the Website (“Covver Trade Secrets”) and (iv) all software and technology developed by any of the parties in connection with the performance of this Agreement, including, without limitation, any software and other technology developed for use in connection with the operation of the Service or Service engine. Covver is solely responsible for the prosecution, enforcement, and defense of its rights herein.
As between the parties, Covver owns and shall continue to own, all right, title, and interest in and to all Registration Information; provided, however, that Covver shall provide Users with access to all Registration Information obtained from Users, and User is hereby granted a perpetual, irrevocable right and license to use such Registration Information as permitted in, and subject to, the Service’s Privacy Policy.
B. USER OWNERSHIP.
Users maintain ownership of their User Content.
C. LICENSES.
From Covver to User: Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services for creating and publishing Magazines. Covver reserves all rights not expressly granted herein in the Services. Covver may terminate this license at any time for any reason or no reason.
From User to Covver: A license for Covver to publish, transmit, perform, and display the User Content as obtained from the applicable User under the Terms. By submitting Content via the Services, User hereby grants to Covver and its agents, a worldwide, non-exclusive, fully paid-up, royalty-free, fully transferable, perpetual license to use, modify, publish, transmit, perform, make derivative works of, reproduce, manufacture, distribute and display the User Content in any format and on any platform, either now known or hereinafter invented, for the purpose of Covver’s performance of the Services or to otherwise exercise Covver’s rights and obligations hereunder.
From User to User: User also grants each other user of the Service a worldwide, non-exclusive, royalty-free license to access User Content through the Service, and to use that User Content (including to reproduce, distribute, modify, display, and perform it) only as enabled by a feature of the Service.
D. REMOVAL OF LICENSE.
The licenses granted by User continue until the User Content is removed as described below. Once removed, the licenses will terminate, except where the operation of the Service, use of User Content permitted before your removal, or the law requires otherwise.
NO RIGHTS ARE LICENSED WITH RESPECT TO SOUND RECORDINGS AND THE MUSICAL WORKS EMBODIED THEREIN THAT ARE MADE AVAILABLE FROM OR THROUGH THE SERVICE.
E. COVVER CONTENT.
User acknowledges that Covver may generate revenues or increase Covver’s value from User’s use of the Services, including, without limitation, through the sale of advertising, subscriptions, sponsorships, promotions, and except as specifically permitted by Covver in these Terms or in any future revenue share agreement.
In the future, Covver plans to begin admitting selected Users to Covver’s partner monetization program. More details coming soon.
User further acknowledges that, except as specifically permitted by us in these Terms or in another agreement User enters into with Covver, User has no right to receive any income or other consideration from any Content or User Content made available by User on or through the Services.
F. USER CONTENT.
User Content will be considered non-confidential and non-proprietary. User must not post any User Content on or through the Services or transmit to Covver any User Content that User considers to be confidential or proprietary. When User submits User Content through the Services, User agrees and represents that User owns that User Content, or User has received all necessary permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Services, to transmit it from the Services to other third party Services, and/or adopt any third party content. User is legally responsible for the Content User submits to the Service. Covver may, but is under no obligation to, use automated systems that analyze User’s Content to help detect infringement and abuse, such as spam, malware, and illegal content.
The technology used to provide the Service allows Users to upload, in its discretion, User Content that can be viewed by Users of the Service. User is solely responsible for all User Content, including, without limitation, costs and expenses related thereto and decisions with respect to what User Content is uploaded to the Service and how long it remains there. All User Content must comply with the Terms. to the extent any third parties (the “Third Party Rights Holders”) hold rights in any User Content, User shall be responsible for obtaining all appropriate licenses from and paying any royalties or other fees to such Third Party Rights Holders.
All User Content containing nudity, drugs, alcohol, violence, hate speech, or any other mature content intended for persons age 18 or over (“Mature Content”) must be on a private User account. User shall be solely responsible for adding any age restrictions onto any User Content that contains or any Mature Content. Covver reserves the right to take any action in response to Mature Content (which may be reported by Users or observed by Covver), including removal of any Mature Content from User’s account making User’s account private, deleting the Mature Content, or deleting the entire User Account.
Other Users may use your User Content in their User Content using Covver’s “Rip” feature (the “Rip Share Feature”), if the feature is enabled on your User Content. You may turn off the Rip Share Feature at any time. Covver is not responsible for and has no control over Users use of the Rip Share Feature. If a User deletes their User Content, any User Content created using the Rip Share Feature based on the original User Content will also be deleted.
User acknowledges that Covver reserves the right to use User Content in their advertising at any time, and by uploading User Content, you grant a limited license for Covver to feature the User Content in its advertising, provided that any such feature will not imply an endorsement or commercial tie-in of the User with Covver, and such rights to feature shall not apply to third party content embedded in the User Content (e.g. a YouTube video).
G. REMOVAL OF YOUR CONTENT.
User may remove User’s Content from the Service at any time. User also has the option to make a copy of User’s Content before removing it. User must remove User’s Content if User does not have or no longer has the rights required by these terms.
Notwithstanding the fact that Covver has no legal obligation to monitor the Content on the Service, Covver and its designees reserve the right (but not the obligation), in Covver’s sole discretion, at any time and without prior notice, to block, remove or disable access to Content at Covver’s discretion for any reason or no reason.
H. USAGE DATA.
We take Users’ privacy seriously, and we handle all Usage Data with care. All information collected on the Service, including Usage Data, will be subject to our Privacy Policy. Please read our Privacy Policy for more information. By using the Service, User consents to all actions taken by us with respect to User’s information in compliance with the Privacy Policy.
7. PROHIBITED USES.
As a condition of your use of the Service, User hereby represents and warrants that User will not use the Service for any purpose that is unlawful or prohibited (including, without limitation, the prohibitions in this Section) by these Terms.
Without limiting the foregoing, User may not create, upload, transmit, distribute, or store any User Content or Content that is inaccurate, plagiarized, unlawful, infringing, defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable.
User must use reasonable efforts to provide appropriate attribution to the author(s) of any Content that is unoriginal to User and that User references, publishes, quotes, or otherwise uses in connection to User’s Magazine.
Any use by User of the Service other than for personal or authorized professional use is strictly prohibited. User agrees not to use, access, reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Service or any Content or User Content obtained through the Service for any purpose other than for personal or internal business use, and as permitted by the social sharing features of the Service.
User agrees not to use the Service if User does not meet the eligibility requirements described in Section 2 above.
User agrees not to defame, harass, abuse, threaten, stalk or defraud Users of the Service or collect, or attempt to collect, personal information about Users or third parties.
User must not use or attempt to use another person's account, password, or other information, unless you have express permission from that other person. Your password is for your personal use only and should remain confidential. You are responsible for any uses or unauthorized uses of your account username and password. If you believe that your account information has been stolen, please email [email protected].
User agrees not to intentionally interfere with or damage, impair or disable the operation of the Service or any User's enjoyment of it by any means, including but not limited to uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code, or placing a disproportionate load on the Service with the intended result of denying service to other Users.
User agrees not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of any part of the Service, or features that enforce limitations on the use of the Service. Without limitation to any other rights or remedies of Covver under these Terms, Covver reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and co-operate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.
User agrees not to attempt to gain unauthorized access to the Service or any part of it, other accounts, computer systems or networks connected to the Service or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Service or any activities conducted through the Service.
User agrees not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. User agree neither to modify the Service in any manner or form apart from as intended, nor to use modified versions of the Service, including (without limitation) for the purpose of obtaining unauthorized access to the Service.
User agrees that User will not use any robot, spider, scraper, or other automated means to access the Service for any purpose without Covver’s express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Service.
User agrees not to utilize framing techniques to enclose any trademark, logo, or other Service Content without Covver’s express written consent. User agrees not to use any meta tags or any other "hidden text" utilizing Covver’s name or trademarks without Covver’s express written consent.
User agrees not to use any place logos, graphics, or trademarks as part of the link without Covver’s express written consent.
Except as permitted pursuant to an agreement between User and Covver to allow advertising on a Magazine, User agrees not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Service. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
User agrees not to advertise or endorse the services of third parties on the Service. However, please note that User is permitted to advertise User’s own services.
User agrees not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
User agrees not to modify, adapt, translate, or create derivative works based upon the Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
User agrees not to impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
8. RESERVATION OF RIGHTS.
Any right not expressly granted to User in this Agreement remains the right of Covver or the respective rights holders. You must not record, disclose, make public, broadcast, or share any Content, and such actions may result in the immediate termination of your subscription.
9. DMCA COMPLIANCE.
Covver will file an Interim Designation of Agent to Receive Notification of Claimed Infringement for the Service with the United States Copyright Office. Covver will respond to DMCA-compliant notifications of claimed infringement by promptly removing allegedly infringing content in accordance with the DMCA. Covver will enforce a repeat infringer policy and take such other steps as are necessary to enjoy safe harbor protection under Section 512 of the United States Copyright Act. Covver reserves the right, but not the obligation, to remove any Content from the Service at any time in its sole discretion, with or without notice to Client or a User and without any liability to Client or the User for such removal. As between Covver and User, Covver and not User will be responsible for the removal of any Content that, upon appropriate notice to Covver, violates the Terms of Use or the rights of a third party.
If you discover any Content on the Service that you believe infringes your copyright, please provide written notification to us which includes the following information: (1) a statement that you have identified the Content on the Service that infringes your copyright or the copyright of a third party on whose behalf you are entitled to act; (2) a description of the copyrighted work(s) that you claim have been infringed, (3) a description of the Content that you claim is infringing and a description of where such Content can be located, (4) your full name, address and telephone number, a valid email address at which you can be contacted, and your Service username, if any, (5) a statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law, and (6) a statement by you that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed. In addition, if you wish for your notice to be considered as a notice pursuant to the United States Digital Millennium Copyright Act 17 U.S.C. §512(c), please also include the following: (1) with respect to your statement that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, confirmation that such statement is made under penalty of perjury; and (2) your electronic or physical signature (which may be a scanned copy). Your notice should be sent to us by email to [email protected].
10. Promotional Offers.
From time to time, Covver may offer promotional offers (each a “Promotional Offer”) that provide access to the Service at a discounted rate for the initial introductory period, which will begin the moment you submit your payment information and ends when the Promotional Offer either expires or is cancelled by you (“Promotion Period”). Any Promotional Offers are subject to these Terms.
By submitting your payment information, you confirm that you accept the Promotional Offer, and you acknowledge and agree to these Terms. Any information collected as a result of a Promotional Offer will be processed and used in accordance with our Privacy Policy.
Any Promotional Offers must be accepted before the applicable expiration date advertised (as applicable). Except where prohibited by law, Covver reserves the right to modify, suspend or terminate a Promotional Offer at any time and for any reason, in which case we will not honor subsequent Promotional Offer enrollments.
When you accept a Promotional Offer, you will automatically become a recurring subscriber to the Service, unless you cancel the Promotional Offer before the end of the Promotional Period. As a recurring subscriber, the payment method you provided will be automatically charged the then-currently monthly or annual membership fee.
You may cancel your account at any time within your User Profile. If you cancel your account before the end of the Promotional Period, you will lose access to the Service benefits and the Service.
Covver reserves the right to cancel any Promotional Offers at any time.
11. WARRANTY; LIMITATION OF LIABILITY.
A. USER WARRANTY.
User represents and warrants that: (i) it has the full corporate right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform the acts required of it hereunder; (ii) the execution of this Agreement by User, and the performance by User of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; (iii) by accepting these terms, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against the applicable party in accordance with its terms, and (iv) User will comply with all applicable federal, state, and local laws and regulations with respect to its performance under this Agreement, including those governing rights of publicity.
User represents and warrants to Covver that it has all necessary rights in the User Content to grant the licenses set forth herein, including rights to select and use domain names, and that neither the User Content, nor Covver’s use thereof, infringes, or will infringe, any Intellectual Property Rights of a third party, including, without limitation, any Third Party Rights Holder, and that no fees or payments will be payable by Covver for any User Content made available on or through the Site.
B. DISCLAIMER; NO WARRANTIES BY COVVER.
COVVER MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SERVICES, OR ANY MATERIALS OR DELIVERABLES FURNISHED OR PROVIDED TO USER UNDER THIS AGREEMENT. COVVER HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING.
COVVER DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE WILL OPERATE UNINTERRUPTED OR ERROR-FREE. NOTHING IN THESE TERMS SHALL AFFECT ANY STATUTORY RIGHTS THAT YOU CANNOT CONTRACTUALLY AGREE TO ALTER OR WAIVE AND ARE LEGALLY ALWAYS ENTITLED TO AS A CONSUMER.
THE SERVICES ARE PROVIDED “AS IS” AND COVVER MAKES NO WARRANTY OR REPRESENTATION TO USER WITH RESPECT TO THEM. IN PARTICULAR COVVER DOES NOT REPRESENT OR WARRANT TO USER THAT:
USE OF THE SERVICES WILL MEET USER’S REQUIREMENTS;
USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
ANY INFORMATION OBTAINED BY USER AS A RESULT OF USER’S USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND
DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO USER AS PART OF THE SERVICES WILL BE CORRECTED.
C. LIMITATION OF LIABILITY.
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT COVVER’S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY COVVER’S NEGLIGENCE OR THE NEGLIGENCE OF COVVER’S EMPLOYEES, AGENTS OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
SUBJECT TO THE PARAGRAPH ABOVE, COVVER SHALL NOT BE LIABLE TO USER FOR:
(I) ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY);
(II) ANY LOSS OF GOODWILL;
(III) ANY LOSS OF OPPORTUNITY;
(IV) LOSS OF DATA SUFFERED BY YOU; OR
(V) ANY INDIRECT OR CONSEQUENTIAL LOSSES WHICH MAY BE INCURRED BY YOU. ANY OTHER LOSS WILL BE LIMITED TO THE AMOUNT PAID BY USER TO COVVER WITHIN THE LAST 12 MONTHS.
(VI) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY USER AS A RESULT OF:
a. ANY RELIANCE PLACED BY USER ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN USER AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICE;
b. ANY CHANGES WHICH COVVER MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
c. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
d. USER’S FAILURE TO PROVIDE COVVER WITH ACCURATE ACCOUNT INFORMATION; OR
e. USER’S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
PLEASE NOTE THAT WE ONLY PROVIDE OUR SERVICE FOR DOMESTIC AND PRIVATE USE. YOU AGREE NOT TO USE OUR SERVICE FOR ANY COMMERCIAL OR BUSINESS PURPOSES, AND WE HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY, EXCEPT AS AGREED UPON BETWEEN THE PARTIES AND PURSUANT TO THE THEN-APPLICABLE FEES.
USER IS RESPONSIBLE FOR ANY MOBILE CHARGES THAT MAY APPLY TO USER’S USE OF COVVER’S SERVICE, INCLUDING TEXT-MESSAGING AND DATA CHARGES. IF USER IS UNSURE WHAT THOSE CHARGES MAY BE, USER SHOULD ASK ITS SERVICE PROVIDER BEFORE USING THE SERVICE.
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE USER HAS WITH ANY THIRD PARTY ARISING OUT OF USER’S USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN USER AND SUCH THIRD PARTY, AND USER IRREVOCABLY RELEASE COVVER AND COVVER’S AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
12. TERMINATION.
To the fullest extent permitted by applicable law, Covver reserves the right, without notice and in its sole discretion, to terminate User’s license to use the Services (including to post User Content), and to block or prevent User’s future access to and use of the Services, including where Covver reasonably considers that: (a) User’s use of the Services violates these Terms or applicable law; (b) User fraudulently uses or misuses the Services; or (c) Covver is unable to continue providing the Services to User due to technical or legitimate business reasons. To the fullest extent permitted by applicable law, User’s only remedy with respect to any dissatisfaction with (i) the Services, (ii) any term of these Terms of Service, (iii) any policy or practice of Covver in operating the Services, or (iv) any Content or information transmitted through the Services, is to terminate User’s account and to discontinue use of any and all parts of the Services.
Once your account has been terminated, any and all Content residing in your account, or pertaining to activity from your account, may be irretrievably deleted by Covver, except to the extent that we are obliged or permitted to retain such Content, data or information for a certain period of time in accordance with applicable laws and regulations and/or to protect our legitimate business interests. You are advised to save or back up any material that you have uploaded to your account before terminating your account, as Covver assumes no liability for any material that is irretrievably deleted following any termination of your account.
13. INDEMNIFICATION.
User agrees to indemnify, defend, and hold harmless Covver, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of User’s use or misuse of the Services, any User Content User posts, stores or otherwise transmits in or through the Services, User’s violation of the rights of any third party, any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Covver, any violation by User of these Terms of Service, or any breach of the representations, warranties, and covenants made by User herein. Covver reserves the right, at User’s expense, to assume the exclusive defense and control of any matter for which User is required to indemnify Covver, and User agrees to cooperate with Covver’s defense of these claims. Covver will use reasonable efforts to notify User of any such claim, action, or proceeding upon becoming aware of it. The foregoing indemnity includes, without limitation, any claims, losses, damages, liabilities, including legal fees and expenses, arising User’s User Content.
14. FORCE MAJEURE.
Covver will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, pandemic, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
15. MISCELLANEOUS.
A. APPLICABLE LAW AND VENUE.
You and Covver agree to arbitrate any dispute arising from these Terms or User’s use of the Services, except that User and Covver are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. User and Covver agree that they will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Covver shall be sent to Covver, Inc., Attn: Legal, 230 California Street, Suite 201, San Francisco, CA 94111. User and Covver further agree: to attempt informal resolution prior to any demand for arbitration, that any arbitration will occur in San Francisco, California by a single arbiter, and that the state or federal courts in San Francisco, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by this Agreement and the laws of the State of California and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, User and Covver will not commence against the other a class action, class arbitration or other representative action or proceeding.
B. CLAIMS.
USER AND COVVER AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
C. NO WAIVER.
Any failure by Covver to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by the relevant party.
D. SEVERABILITY.
If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
E. ASSIGNMENT.
These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by User, but may be assigned by Covver without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
F. NO THIRD PARTY BENEFICIARIES
These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
G. SURVIVAL.
Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 5, 6,8, and 10-13.
H. ENTIRE AGREEMENT.
The Terms, together with the Privacy Policy and any ‘revenue agreement’, is the entire agreement between User and Covver relating to the subject matter herein and will not be modified except in writing, signed or otherwise agreed to by both parties, or by a change to these Terms made by Covver as set forth in Section 4 above.
I. INFORMATION REQUESTS & NOTICE.
All requests for information or documents related to potential, anticipated or current legal proceedings, investigations or disputes, or for third party user information, from Covver must be made using the appropriate level of legal process, and must be properly served on Covver via Covver’s registered agent. Please find below the California address for Covver’s registered agent:
Vivek Sridharan, Esq.
Counsel LLP
230 California Street, Suite 201
San Francisco, CA 94111