Last updated: April 27, 2021
BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THE TOU.
Covalent reserves the right to modify the TOU at any time (each, an “Update”) and shall make each Update available on the Website. You are deemed to accept any Update by continuing to use the Service. Unless Covalent states otherwise, an Update is automatically effective after posting on the Website.
- ACCESS TO THE SERVICE
2.1 Age of Access. You must be at least the age of majority in your jurisdiction in order to use the Service.
2.2 Accounts and Login Information. Access to the Service, including to access any forums provided by the Service, may require registering an account with Covalent (each, an “Account”). In order to access an Account, you may be required to provide your email address and obtain a user ID and password (“Login Information”). You shall manage and ensure the security, conﬁdentiality and authorized use of Login Information. You are prohibited from sharing Login Information. Covalent strongly recommends that you keep your Login Information confidential, and you shall notify Covalent promptly of unauthorized access or use of your Account.
- SUBSCRIPTION AND USE OF THE SERVICE
3.1 Subscription. Covalent grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable, subscription to access the Service and to use features associated with your Account as restricted by this TOU. You acknowledge and agree that we may modify, suspend or remove sections or features of the Website, your Account or any part the Service at any time acting in our sole and absolute discretion.
3.2 Authorized Use. When using the Service, you may not:
a. gain unauthorized access to the Service;
b. share your Account with others (except as explicitly permitted in writing by Covalent);
c. alter, change or circumvent security related aspects of the Service;
d. use any automated system (bot, spider, etc.) to access the Service;
e. reproduce, rearrange, modify, change, alter, translate, create derivative works from, display, perform, publish, or distribute the Service;
f. break, disrupt or attempt to break or disrupt any device used to support the Service or other’s experience of the Service or knowingly exploit a flaw or bug in the Service;
g. store upload, or transmit material that is infringing, libellous, unlawful or in violation of any person’s rights or a group of people’s rights;
h. use the Service to provide information or data to a competitor of Covalent;
i. harass, abuse, stalk, threaten or impersonate any person or group of people;
j. sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by Covalent;
k. promote, encourage or undertake illegal activity; or
l. infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information,
as determined by Covalent in our sole and absolute discretion.
3.3 Suspension and Termination. Covalent may suspend or terminate access to the Service and/or your Account, without notice or compensation to you, at any time for any reason (or for no reason) including but not limited to technical issues, your non-compliance with the TOU or your failure to adhere to the terms of an agreement with Covalent. Covalent has sole discretion to lift a suspension or reverse a termination. Your access to the Service and/or your Account, automatically terminates upon the earliest of the date: (a) you or Covalent terminates access to your Account or (b) of your non-compliance with the TOU.
- PROPRIETARY RIGHTS
4.1 Ownership and Rights. Covalent retains all right, title and interest in the Service, including but not limited to copyrights, copyrightable works, patents, patent rights, trademarks, trade names and trade secrets, and in Accounts or modifications to the Service and/or interactions and analytics data provided by you through the Service (collectively, “Covalent Content”). The TOU does not convey any right, title or interest in, or constitute the sale of any right to, Covalent Content, the Service, any related software or your Account, except as expressly provided in this TOU.
4.2 User Content. Through the Service, you may provide Covalent with questions, responses, comments, customer feedback, recommendations, advice, ideas, submissions, forum posts, or other information (“User Content”). User Content excludes anything that is already Covalent Content. By providing User Content, you represent and warrant that all consents, licenses and rights necessary to license User Content to Covalent are obtained and hereby grant Covalent an irrevocable, fully-paid, royalty-free, non-exclusive, perpetual, worldwide license to User Content under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums without attribution, notice, permission, royalty or payment. Covalent is under no obligation to review or act upon any User Content that you may provide.
- DISCLAIMER AND LIMITATION OF LIABILITY
5.1 DISCLAIMER. THE SERVICE IS PROVIDED TO YOU “AS IS” AND COVALENT AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, ITS “REPRESENTATIVES”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR COMPLIANCE WITH LAWS WITHIN YOUR JURISDICTION. WITHOUT LIMITING THE FOREGOING, COVALENT MAKES NO REPRESENTATIONS THAT USE OF THE SERVICE WILL NOT INFRINGE ANY COPYRIGHT, PATENT, TRADEMARK LAW OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, COVALENT AND ITS REPRESENTATIVES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE, SERVICES PERFORMED AND PRODUCTS PROVIDED BY COVALENT OR OTHER THIRD PARTIES OR ANALYTICS PROVIDED THROUGH THE SERVICE, WILL COMPLY WITH APPLICABLE LAWS WITHIN YOUR JURISDICTION, MEET YOUR REQUIREMENTS, NOT CAUSE DAMAGE TO YOU, YOUR PROPERTY OR PROPERTY OF OTHERS, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM YOUR COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY COVALENT AND ITS REPRESENTATIVES SHALL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.
5.2 LIMITATION OF LIABILITY. COVALENT AND ITS REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES. TO THE EXTENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT APPLICABLE IN YOUR JURISDICTION, ANY CLAIM THAT YOU MAY HAVE AGAINST COVALENT AND ITS REPRESENTATIVES MUST BE COMMENCED NO LATER THAN 6 MONTHS AFTER THE DAY ON WHICH THE CLAIM IS DISCOVERED OR OUGHT TO HAVE BEEN DISCOVERED BY YOU.
5.3 MAXIMUM AGGREGATE LIABILITY. NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD COVALENT AND ITS REPRESENTATIVES FROM LIABILITY, YOU AGREE THAT COVALENT’S (AND ITS REPRESENTATIVES’) MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY YOU TO COVALENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION OR $100 US DOLLARS, WHICHEVER IS LOWER.
5.4 Indemnity. You shall defend and indemnify Covalent and its Representatives against any claim, demand, suit or proceeding made or brought against Covalent and its Representatives in connection with your use of the Service (each, a “Claim”) including, but not limited to, any Claim that Covalent, the Service, or you, (i) infringe or misappropriate a third party’s intellectual property rights, (ii) violate any applicable law, including any failure to obtain the required legal documentation, including applicable consent documentation, prior to using the Service, (iii) cause bodily harm or death, or (iv) commit an act of gross negligence or intentional misconduct. Your obligation to indemnify Covalent and its Representatives arises so long as Covalent: (a) promptly gives written notice of the Claim against Covalent (b) gives you sole control of the defense and settlement of the Claim except that you shall not enter any settlement or disposition that attributes liability or confers a financial obligation on Covalent without Covalent’s advance written consent, which shall not be unreasonably withheld or delayed; and (c) gives all reasonable assistance, at your expense.
6.1 No Joint Relationship. Nothing in the TOU shall be construed to create any joint partnership, joint venture, employer-employee or agency relationship between you and Covalent.
6.4 Force Majeure. Neither you nor Covalent shall be liable for failure to perform any obligation under the TOU to the extent such failure is caused by a force majeure event (including acts of God, pandemics (including government-imposed recommendations and restrictions due to a pandemic), natural disasters, war, civil disturbance, action by a government entity, strike, and other causes beyond reasonable control). The party affected by the force majeure event shall provide notice to the other party within a commercially reasonable time and shall use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event shall be performed as soon as reasonably possible when the force majeure event concludes.
6.5 Assignment. Covalent may assign the TOU without your consent or notice to you. You cannot assign the TOU.
6.6 Survival. Sections 3.3 and 3 to 6 survive termination of the TOU.
6.8 Contact. You may contact Covalent regarding any matter contained in this TOU or send questions to Covalent at firstname.lastname@example.org.