Last Updated: March 23, 2023
These subscription terms (“Terms”) constitute a legal agreement
between (a) you ( “Customer”, “you” or
“your”) and (b) Covver Tech Ltd., and its affiliate(s)
(“Covver”) as of the effective date of your Order (as defined
below) (“Effective Date”) and governs the provision of certain
Services (as defined below) in connection with, as well as your, and your
Users’ (as defined below) use of Covver’s online solution for
custom-designed branded merchandise portals (“Solution”) available
at www.covver.io.
Both Covver and you may individually be referred as a “Party” or
collectively as “Parties.”
PLEASE READ CAREFULLY THESE TERMS BEFORE ONBOARDING, INSTALLING, REGISTERING, ACCESSING, OR OTHERWISE USING THE SERVICES PROVIDED TO YOU BY COVVER. THESE TERMS GOVERN YOUR USE OF THE SERVICES HOWEVER THEY WERE ACQUIRED, INCLUDING WITHOUT LIMITATION DIRECTLY VIA COVVER, OR INDIRECTLY THROUGH A DISTRIBUTOR, RESELLER, OR OTHER THIRD PARTY ON ITS BEHALF, DURING THE ENTIRE TERM. BY ONBOARDING, INSTALLING, REGISTERING, ACCESSING, OR OTHERWISE USING THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY ALL THESE TERMS AND REPRESENTING THAT YOU HAVE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO AND PERFORM HEREUNDER. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “ACCEPT” AND DO NOT ONBOARD, INSTALL, REGISTER, ACCESS, OR OTHERWISE USE THE SERVICES. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.
SCOPE OF SERVICES
1.1 Covver’s Solution enables organizations to display to their
employees or personnel (or other authorized users) (“Users”) a
customized on-line marketplace for workplace branded merchandise.
1.2 Merchandise that is made available for purchase through the Solution
(“Items”), may be ordered by Users through the Solution
against purchase credits (“Credits”) which are allocated by
Customer and/or by Covver on behalf of Customer to Customer’s Users
as their designated dispensable budget (“Credits Budget”) or
otherwise by using a purchase voucher issued by Customer for use by its
Users in the Customer’s gift store. Credits are charged to
Customer’s account in accordance with their monetary value as
further described and detailed in the relevant Order.
1.3 The Parties shall set forth in an order form that references these
Terms (“Order”) all products, services, and deliverables to be
provided by Covver to Customer (“Services”). An Order may be
executed in various ways (as we deem appropriate), including by (a)
choosing Covver’s basic plan and checking out online through the
Solution by click-accepting these Terms and entering your payment details
or (b) by choosing Covver’s premium plan and executing an order form
in writing. The Order shall set forth the relevant commercial terms
governing the Services plan, including without limitation the Subscription
Term (as defined below), Credits value, time of charging of Customer and
Credits Budget. The Order (and any additional Orders entered into by the
Parties) is hereby incorporated by reference into these Terms.
1.4 Unless otherwise expressly set forth in an Order, the Parties agree
that the terms and conditions of these Terms shall apply to and govern
each Order. In the event of any conflict between these Terms and an Order,
these specific conflicting terms of the Order shall govern.
FEES AND PAYMENTS; PRICING; TAXES
2.1 In consideration for the rights granted and Services provided to you
hereunder, during the Subscription Term you shall pay Covver the itemized
fees set forth in the Order or otherwise the pricing applicable to your
selected plan as displayed to you through the Solution (the
“Fees”). Applicable Fees may include recuring monthly or
annual charges (licensing fees) for hosting your Covver store, and charges
billed to your account for Credits redeemed by Users, all as provided on
the Order at the time of purchase. The pricing applicable to your desired
subscription will be in accordance with the Covver’s
applicable Pricing Plan, as may be updated by Covver from time to time. Unless otherwise
provided, all Fees are final and nonrefundable. The payment of the Fees
shall be to Covver by accepted credit card or Automated Clearing House
(ACH) bank transfers, or such other accepted payment method designated
through the Solution at the time of purchase, all in accordance with the
payment terms specified in the applicable Order.
2.2 All Fees are stated and payable in US Dollars or other currency as
indicated in the Order and are exclusive of any applicable taxes such as
sales tax (State or Federal) or Value Added Tax (VAT). You will bear and
pay all taxes related to or arising from this Agreement, except for those
taxes based on Covver’s income. You may not withhold or set off any
Fees due to Covver. Notwithstanding anything to the contrary stated
herein, any additional VAT, sales tax and other similar charges directly
related to the shipment or delivery of the Items and that are to be paid
by Covver on your behalf or on behalf of any of your Users shall be
reimbursed by you upon Covver’s first written request. Any
outstanding balance not paid by you, including for any pay-as-you-go line
of credit agreed between you and Covver under a subscription plan, shall
accrue interest at the rate of five percent (5%) per month, but in no
event greater than the highest rate of interest allowed by law.
2.3 The ordered Items may be subject to import taxes, customs duties, and
fees levied on the User specified on the delivery address once a shipment
reaches the recipient’s destination country. Charges for customs
clearance must be borne by you or the User specified on the delivery
address. Covver has no control over and/or responsibility with respect to
any said charges.
2.4 Notwithstanding anything stated to the contrary in these Terms and/or
any applicable Order, Covver may designate any new, expanded, or
additional feature or premium services subject to additional cost,
provided that you will be able to elect to opt out of such additional,
new, or expanded feature or service without materially derogating from the
Services (and usability thereof) as they were provided prior to the
designation of the premium feature or service.
2.5 Covver’s Fees and the individual price of Items are subject to
change at Covver’s sole discretion at any time and without notice,
provided that changes to periodically recurring fees shall only apply in
the then next Order renewal period.
LICENSE RIGHTS; RESTRICTIONS
3.1 License. Subject to timely payment of the Fees, Covver grants you,
subject to full compliance with the terms and conditions set forth herein,
a limited, non-exclusive, non-transferable, non-sublicensable, revocable
right during the Subscription Term to access and use the Solution as
provided, deployed, installed, and configured by Covver, solely for your
organization’s internal use, and to make available to your Users the
use of the Solution in order to obtain branded merchandise in accordance
with Covver’s End Users Term and Conditions and Privacy Policy, and in accordance with the instructions set forth in the written
materials regarding the Solution generally issued by Covver
(“Documentation”)
3.2 Use Restrictions.
Unless otherwise expressly provided herein, you agree that you will not,
nor will you authorize any User or third party to: (a) distribute,
license, sublicense, sell, otherwise commercialize, or provide services
using the Solution to any third party; (b) modify, alter, copy, transfer,
emulate, or create any derivative works of the Solution or of any part
thereof; (c) reverse engineer, decompile, decode, decrypt, disassemble, or
in any way attempt to derive the source code, know-how, or designs from
the Solution or any part thereof; (d) remove, alter, or obscure any
copyright, trademark, or other proprietary rights notice, on or in, the
Solution and/or the Documentation; (e) bundle, integrate, or attempt to
integrate with the Solution, any third-party software technology other
than as expressly permitted in writing by Covver; (f) use the Service for
any benchmarking or for competing development activities; or (g) publish
or disclose to any third party any technical features, quality,
performance, benchmark test, or comparative analyses relating to the
Solution, except as expressly permitted by Covver in writing.
3.2.1 Unless Covver provides you with a separate express
authorization, Covver strictly prohibits you from making the
Solution available to any third party.
3.2.2 Without derogating from the foregoing, you shall take
commercially reasonable precautions to prevent any unauthorized access
and/or unauthorized usage of the Solution.
You shall be responsible and liable for any act or omission by any of your
affiliates, Users, personnel, or otherwise taking place on the
Solution.
3.3 Service Changes. Covver reserves the right to modify, correct, amend,
enhance, improve, or make other changes which do not have a material
adverse effect on the Solution without notice, at any time. In the event
of a temporary or permanent discontinuation of the Services, or in the
event of a modification to the Solution which is reasonably expected to
have a material adverse effect on the Services, Covver will make
reasonable efforts to provide you with reasonable prior written notice.
You agree that Covver shall not be liable to you or to any third party for
any modification, suspension, or discontinuance of the Services in
accordance with this Section 3.3.
3.4 Feedback. You may provide Covver with feedback regarding the use,
operation, performance, and functionality of the Solution and Services,
including without limitation identifying potential errors and improvements
(“Feedback”). You hereby agree such Feedback is deemed at the
incipiency the sole and exclusive property of Covver and you hereby
irrevocably assign to Covver all of your rights, title, and interest in
and to all Feedback.
3.5 Marks and Use of Name. These Terms do not grant you any rights to
Covver’s trademarks or service marks.
3.6 Third Party Software. BY ACCEPTING THESE TERMS, YOU CONFIRM AND
ACKNOWLEDGE THE UTILIZATION OF THIRD-PARTY SOFTWARE COMPONENTS IN THE
SOLUTION INCLUDING WITHOUT LIMITATION, TO THE EXTENT APPLICABLE,
COMPONENTS LICENSED UNDER FREE OR OPEN-SOURCE LICENSES, AND YOU HERBY
CONSENT TO AND ACKNOWLEDGE USE OF SUCH THIRD-PARTY COMPONENTS AND THAT USE
OF SUCH THIRD-PARTY COMPONENTS MAY BE SUBJECT TO SEPARATE TERMS, LICENSES,
OR NOTICES. WITHOUT DEROGATING FROM COVVER’S LIMITED WARRANTY
PROVIDED IN SECTION 7 BELOW, SUCH THIRD-PARTY COMPONENTS ARE UTILIZED ON
AN "AS IS" BASIS WITHOUT ANY WARRANTY WHATSOEVER.
3.7 Support. Standard maintenance & support may be offered by Covver
as detailed in the Order.
ACCOUNT AND REGISTRATION
4.1 Account Registration. In order to use the Solution, you and your Users
must register and open an admin Covver account and a User Covver account
respectively, through the Solution or as otherwise directed by Covver
(each a “Covver Account”). To complete the Covver Account
registration, we will require certain information which will include your
and/or to the extent applicable your User’s name, organization name,
shipping address, phone number, e-mail, and password.
4.2 Admin Permissions. The applicable admin User holds and may, to the
extent requested by you and enabled by Covver, delegate different roles
and permissions through the Solution, such as updating the allocated
Credits balance, allowing certain views and accessing certain
information and analyses using the Solution, etc., all according to the
permissions matrix as made available by Covver from time to time. You are
solely responsible for any determinations made to designate or not to
designate anyone on your behalf as having or not having any given
Covver-enabled roles or permissions.
4.3 Account Security. You (and with respect to each User’s Covver
Account, joint and severally with such applicable User) are responsible
for maintaining the confidentiality of the login credentials (e-mail and
password or any other access method implemented by Covver) of your Covver
Account and for all activities that occur under such Covver Account. You
agree and undertake to ensure that you and/or any other Users will not
disclose your and/or your Users’ login credentials to any third
party, and you are responsible for any use or misuse performed through the
Covver Account. We reserve the right to temporarily suspend or permanently
terminate the Covver Account if we determine that you or any of your
Users’ are using the Services in breach of these Terms.
USER ORDERS
5.1 Following the deployment and installation of the Solution by Covver,
Users may order any of the Items made available through the Solution at
the corresponding Credits value stated therein (“User Order”).
All User Orders are subject to availability and confirmation by Covver.
5.2 Shipment and Delivery. Unless otherwise provided on the User Order,
Shipping costs are included in the Item price. User’s Orders will be
packed using Covver’s standard packaging (unless otherwise
specifically agreed in writing in a respective User Order) and delivered
to: (a) the address that was provided by you or as otherwise provided by
the applicable User during the ordering process; or (b) to a pick-up
location near such respective address, within approximate fourteen (14)
business days from confirmation of the User Order by the Covver, using
Covver’s standard shipping method or such other shipping method as
otherwise enabled by Covver at the time of order. The time of delivery may
vary depending on the destination. To the extent any User Order contains
several Items, such order might be split into separate deliveries. Covver
shall not be liable for delays in shipment due to faults of the carrier or
any other circumstances beyond its reasonable control, and therefore such
delays will not result in a refund of shipping costs. However, Covver will
make reasonable efforts to assist you with respect to such delays.
Shipping claims should be raised within ten (10) days from the date on
which the User Order should have been delivered. Any claims not raised
during such ten-day period shall be deemed waived by both you and the
User.
5.3 Returns. Items ordered by Users are non-returnable and all User Orders
are final. In the event that one or more Items are believed to be
materially defective, you or the applicable User shall, within a
period not exceeding ten (10) days from the receipt of the Items, provide
Covver with a written notice explaining and evidencing the alleged
material defect. Covver will review and make its own evaluation of the
matter. If the Item is deemed by Covver to be materially defective, Covver
will, at its sole discretion, either replace the defective Item or credit
the End User with the number of Credits that were redeemed by the User for
such defective Item.
5.4 Covver may contact the User, and User may receive from Covver certain
Services communications related to their User Order, including updates
such as order confirmations, tracking details, and delivery
confirmations.
5.5 Covver may, at its discretion, provide customer support services to
Users via email or web chat and will make reasonable commercial efforts to
resolve User complaints inter alia by way of granting Credits on your
behalf, provided such grant was approved by you in advance.
OUR PRODUCTS
All images of Items are included for illustrative purposes only. Items may
vary slightly from pictured representations and are subject to
availability. Although Covver uses reasonable commercial efforts to ensure
that the availability, colors, and details of the Items are correctly
depicted through the Solution, Covver does not guarantee that Items will
match in every instance. Covver may change, remove, or add Items to the
Solution in its sole discretion and without prior notice to you.
LIMITED WARRANTY; DISCLAIMERS
COVVER REPRESENTS AND WARRANTS THAT THE SOLUTION SHALL OPERATE
SUBSTANTIALLY IN ACCORDANCE WITH THE FUNCTIONAL SPECIFICATIONS IN THE
DOCUMENTATION. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SOLUTION
AND SERVICES ARE PROVIDED BY COVVER "AS IS" AND COVVER MAKES NO
REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED,
REGARDING THE SOLUTION OR SERVICES, ARISING FROM COURSE OF DEALING, COURSE
OF PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, QUIET ENJOYMENT,
OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT YOU
HAVE NOT ENTERED INTO THESE TERMS IN RELIANCE UPON ANY WARRANTY OR
REPRESENTATION NOT EXPRESSLY CONTAINED HEREIN.
DATA; CUSTOMER MATERIALS
8.1 All materials and data that you provide to Covver in the course of the
provision of the Services and the use of the Solution, including but not
limited to the Users’ data or other information, any proprietary
designs, logos, or other trademarks (collectively, “Customer
Materials”) are and will remain your property. You hereby grant
Covver a worldwide, royalty-free, non-exclusive right and license to
access, use, and reproduce the Customer Materials during the Term, and
solely for the purposes of providing you with the Services and support
pursuant to these Terms and the applicable Order.
8.2 To ensure the quality of customized Items, Customer Materials,
including any electronic files, images, or logos, should be uploaded by
you in accordance with the technical specifications presented by Covver
through the Solution. Designs of Items customized using your Customer
Materials are provided by Covver on an AS-IS basis. Covver makes no
warranty as to the quality or suitability of Items customized using
Customer Materials that do not meet the stated technical
specifications.
8.3 Covver’s Solution enables the integration of human resource
information systems (HRIS) to enable you to keep your register of active
Users up to date. To the extent you have integrated your HRIS with the
Solution, you warrant that you have the right to permit the transfer of
Users’ personally identifiable information to Covver for purposes of
providing you with the Services.
8.4 You hereby represent and warrant to Covver that (a) you hold any and
all necessary rights, licenses, consents, and/or permissions required to
allow Covver and its service providers to perform their obligations under
these Terms, including without limitation the use of Customer Materials as
contemplated hereunder; and (b) any content, information, and data
(including Customer Materials) provided to Covver under these Terms, as
well as your use of the Services, shall be only in accordance with any
applicable laws.
8.5 Covver will provide you with the Services in compliance with the
Covver Data Protection Addendum that may be found HERE and will maintain and employ adequate physical and logical security
procedures with respect to the access and maintenance of the Services and
any of Your Data stored in connection with the provision of the Services
to you.
8.6 Usage Data. You acknowledge and agree that the Solution may collect
and store certain data and analytics information in connection with the
routine operation of the Solution, including, performance and usage data
and technical, statistical, and aggregated data (collectively,
“Usage Data”) resulting from the use of the Services. Such
Usage Data shall be owned by Covver and may be used for the purposes of
providing the Services and for Covver’s internal business purposes,
including for improving Covver’s product and services.
PROPRIETARY RIGHTS; CONFIDENTIALITY
9.1 Proprietary Rights. You agree and acknowledge that, as between you and
Covver, Covver is and shall remain the sole and exclusive owner of any and
all Intellectual Property rights in or pertaining to the Solution and
Services or any part thereof, including any modifications, enhancements,
improvements, updates, upgrades, and derivative works thereof.
“Intellectual Property” shall mean all inventions, ideas,
concepts, analyses, (whether patented, or patentable, or not), methods,
methodologies, designs (including without limitation swag designs),
processes, patents, patent applications, rights associated with works of
authorship, including copyrights, copyrights applications, copyrights
restrictions, moral rights, any information, ancillary materials, devices,
results, know-how, and all rights relating to the protection of trade
secrets and confidential information; design rights and industrial
property rights; mask works, software, all code including source code,
object code, firmware, Usage Data; and any other proprietary rights
relating to intangible property. Other than as explicitly stated
hereunder, no license, express or implied, in or to the Solution,
Services, or any other Intellectual Property of Covver is granted to you
under these Terms.
9.2 Confidentiality. Each Party (“Receiving Party”), on behalf
of itself and its agents, employees, and representatives (collectively,
“Representatives”) shall hold and treat in strict confidence
all confidential and proprietary information it learns regarding the other
Party’s (“Disclosing Party”) business and any other
confidential and proprietary information disclosed by such Disclosing
Party hereunder (“Confidential Information”). Each Receiving
Party and its Representatives shall utilize the Disclosing Party’s
Confidential Information disclosed hereunder for the sole limited purpose
of the providing or receiving the Services in accordance with these Terms.
Without prior written consent from the Disclosing Party, the Receiving
Party or any of its Representatives shall not disclose any of the
Disclosing Party’s Confidential Information in any manner
whatsoever, in whole or in part, nor use any such Confidential Information
other than for the aforementioned purpose, unless compelled by law (and
then only to the minimum extent necessary). If a Receiving Party receives
any legal request for any Confidential Information, such Receiving Party
will provide the Disclosing Party, without undue delay, a copy of such
request, in order to give the Disclosing Party an opportunity to respond
and/or object to such disclosure. The undertakings of this Section
9.2 shall not apply to information that (a) becomes generally
available to the public other than as a result of a disclosure by the
Receiving Party or its Representatives; (b) was available to the Receiving
Party on a nonconfidential basis prior to its disclosure to the Receiving
Party by the Disclosing Party, as can be evidenced by Receiving
Party’s dated records; (c) becomes available to the Receiving Party
on a nonconfidential basis from a source other than Disclosing Party,
provided such source was entitled to make the disclosure to the Receiving
Party; or (d) was independently developed by the Receiving Party or its
Representatives without any use or reference to such Confidential
Information.
INDEMNIFICATION
10.1 Indemnifications by Covver. Covver shall indemnify, defend, and hold
you and your respective officers, directors, employees, and successors and
permitted assigns (“Indemnified Parties”) harmless from and
against any costs and damages actually awarded against the Indemnified
Parties by a competent court in a final judgment, as a result of a
third-party claim that the Solution or any portion thereof, when used in
accordance with these Terms and the Documentation, directly infringes such
third party’s Intellectual Property rights. Such obligation is
subject to: (a) the Indemnified Parties promptly notifying Covver in
writing of any such claim; (b) Covver having the ability to assume sole
control of the defense and/or settlement of such claim; (c) the
Indemnified Parties furnishing to Covver, on request, all reasonable
information available to the Indemnified Parties to assist in such
defense; and (d) the Indemnified Parties not admitting fault with respect
to any such claim or making any payments or concessions with respect to
such claim without the prior written consent of Covver. Covver shall (i)
keep the Indemnified Parties duly informed in connection with the
litigation or settlement negotiations and (ii) not execute any settlement
covenant that imposes any liability or obligations on the Indemnified
Parties without their prior written consent.
10.2 Should the Solution, or any part thereof, become, or in
Covver’s opinion be likely to become, the subject of any
infringement claim as specified above, then Covver will, at its own option
and expense either: (a) procure you the right to continue using the
Solution; (b) replace or modify the Solution without materially reducing
its functionality, so that it becomes non-infringing; or (c) if (a) or (b)
cannot be achieved by using reasonable commercial efforts, Covver shall be
entitled to terminate these Terms immediately upon written notice to
you.
10.3 Notwithstanding the foregoing, Covver shall have no liability for any
claim of infringement which results from (a) the use of the Solution in
violation of any provision of these Terms or the Documentation; (b) your
failure to install updates, changes, revisions, or new releases as
instructed or provided by Covver at no cost; (c) use of the Solution or
any part thereof in combination with other products, equipment, or
software not provided or approved in writing for such use under the
Documentation or separately by Covver; or (d) modifications of the
Solution not made by Covver, on Covver’s behalf, or made without
Covver’s prior written consent.
10.4 Your Indemnifications. You shall indemnify, defend, and hold Covver,
and its and its affiliates’ Indemnified Parties harmless from and
against any and all claims, damages, obligations, losses, liabilities,
costs and expenses (including but not limited to reasonable attorney's
fees) arising from: (a) your or your Users’ use of, or inability to
use, the Solution or Services; (b) violation of these Terms or applicable
law by you, your Users, and/or any one on your behalf in connection with
the use of the Services; and (c) a claim alleging that Customer Materials
infringe or violate a third party’s Intellectual Property or privacy
rights.
10.5 Exclusive Remedy. Subject to Section 11, this Section 10 states the
exclusive remedy available to your Indemnified Parties and the entire
liability of Covver or its Indemnified Parties with respect to
infringement claims involving the Solution or any part thereof.
LIMITATION OF LIABILITY
IN NO EVENT WILL COVVER, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE
DIRECTORS, OFFICERS, SHAREHOLDER, AND USERS’ (“COVVER
PARTIES”) HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, CONSEQUENTIAL,
SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES, OR FOR ANY DAMAGES FOR LOST
PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER
FAILURE OR MALFUNCTION, LOSS OF DATA OR BUSINESS INFORMATION ARISING FROM
THE INSTALLATION, OPERATION, USE OF OR INABILITY TO USE THE SOLUTION OR
SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH
POSSIBILITY WAS REASONABLY FORESEEABLE. IN NO EVENT WILL THE COVVER
PARTIES’ AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY EXCEED THE
TOTAL AGGREGATE AMOUNTS PAID BY YOU TO COVVER IN RESPECT OF THE SERVICES
DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH
LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO
THESE TERMS MAY BE BROUGHT AGAINST COVVER MORE THAN TWELVE (12) MONTHS
AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. THE FOREGOING LIMITATION OF
LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW.
TERM AND TERMINATION
12.1 These Terms shall enter into effect upon the Effective Date and,
unless terminated earlier in accordance with these Terms, shall continue
until the expiration of the subscription term set forth in the applicable
Order (the “Subscription Term”). Without derogating from the
foregoing, any Order and all rights and licenses granted hereunder in
connection therewith shall automatically terminate if you or any of Users
breach the terms hereof and such breach is not cured within seven (7) days
of provision of a written notice thereof by Covver. To the extent you
terminate any applicable Order for a premium plan prior to the expiration
of such Order’s applicable Subscription Term, Covver shall refund
the Customer with 70% of the prepaid, unused Credits as of the termination
date.
12.2 Sections 3.2, 3.4, 3.5, 3.6, 7,
8.4, 8.6, 9, 10, 11, 12.2, 12.3, 13 and 15
will survive any termination or expiration of any applicable Order or
these Terms. In the event that Covver reasonably believes that you or any
of your Users are breaching or have breached these Terms, Covver may
temporarily suspend your or any of your Users’ access to the
Solution, in addition to any other remedies that may be available to
Covver under any applicable law.
12.3 Upon termination or expiration of the Subscription Term, (a) all
rights and license provide to you or any of your Users hereunder shall
immediately terminate and you and any of your Users shall immediately
cease any and all use of or access to the Solution; and (b) each Party, at
the other Party’s written request, shall return or destroy any
Confidential Information in its position or control belonging to the other
Party.
FORCE MAJEURE
Nonperformance by Covver of any of its obligations hereunder will be
excused and shall not constitute a breach of these Terms to the extent
such failure to perform arises out of any reasons beyond the reasonable
control of Covver.
AMENDMENT OF TERMS
Covver may change these Terms from time to time, at its sole discretion
and without prior notice. Substantial changes of these Terms having a
material effect on your rights or obligations hereunder will be first
notified on the Solution or via notice to the email address that is
registered under your Covver Account. Such substantial changes will take
effect seven (7) days after such notice was provided. Otherwise, all other
changes to these Terms are effective as of the date stated as “Last
Updated”, and your continued use of the Solution or Services after
the Last Updated date will constitute acceptance of, and agreement to be
bound by, those changes. Please note that in the event that these Terms
should be amended to comply with any legal requirements, such amendments
may take effect immediately and without any prior notice, as may be
required by law.
GENERAL
These Terms do not and shall not be construed to create any partnership,
joint venture, employer-employee, agency, or franchisor-franchisee
relationship between the Parties hereto. In the event any provision or
part of these Terms is held to be invalid or unenforceable by any court of
competent jurisdiction, it shall be amended to the extent required to
render it valid, legal, and enforceable, or deleted if no such amendment
is feasible, and such amendment or deletion shall not affect the
enforceability of the other provisions hereof. No waiver of any breach of
these Terms will be a waiver of any other breach, and no waiver will be
effective unless made in writing and signed by an authorized
representative of the waiving Party. The failure of either Party to
enforce any rights granted hereunder or to take action against the other
Party in the event of any breach hereunder shall not be deemed a waiver by
that Party as to subsequent enforcement of rights or subsequent actions in
the event of future breaches. These Terms supersede all previous or
contemporaneous agreements or representations, written or oral, with
respect to the subject matter hereof between you and Covver. You may not
assign, sublicense, or otherwise transfer any or all of your rights or
obligations under these Terms without Covver’s prior express written
consent. Notices to you may be made via email or regular mail. Any
heading, caption, or section title contained herein is inserted only as a
matter of convenience, and in no way defines or explains any section or
provision hereof. The validity, interpretation, and performance of these
Terms shall be controlled by and construed under the laws of the State of
Israel as if performed wholly within Israel and without giving effect to
the principles of conflicts of laws. The Parties hereby consent to the
exclusive jurisdiction of the courts of Tel Aviv, Israel.