Subscription Terms

These subscription terms (“Terms”) constitute a legal agreement between: (a) You (referred to herein as “Customer”, “You” or “Your”) and (b) Covver Tech Ltd., and its affiliate(s) (“Covver” or “Company”) which governs the provision of certain Services (as such term defined below) in connection with, as well as Your, and Your Users’ (as such term defined below) use of the Company’s online solution for custom-designed branded merchandise portal (“Solution”). 

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. BOTH COVVER AND YOU MAY INDIVIDUALLY BE REFERRED AS A “PARTY” OR COLLECTIVELY AS “PARTIES”. 

 

1. SCOPE OF SERVICES

Company’s Solution enables customers to display to their employees, personnel (or other authorized users) (“Users”) a customized on-line marketplace for workplace branded merchandise.

Merchandise may be ordered through the Solution against Solution Points (“Points”) which are allocated by Customer and/or by Company on behalf of Customer to Customer’s Users as their designated dispensable budget (“Points Budget Allocation”). 

Users may redeem such Points Budget Allocation by way of ordering Items through the Solution. 

Items are selected by Customer from applicable offerings made available through the Solution by Company from time to time at its sole discretion (“Items” and “Item Variety”).  

Items can be ordered by Users through the Solution against redemption of the all, or a portion of, the Per-User Budget Allocation actually allocated to the applicable User and/or upon payment of the equivalent Item price by other payment methods made available by the Company from time to time.     

The Parties shall set forth in the Subscription Order Form that references these Terms (“Order”) all services and deliverables to be provided by Company to Customer (“Services”).  

The Order shall set forth the relevant commercial terms governing the Services subscription, including without limitation the Subscription Term and Points Budget 

The Order (and any additional Orders mutually executed by the Parties) is hereby incorporated by reference into these Terms. 

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.

2. FEES

2.1 In consideration for the rights and Services provided to You hereunder, during the Subscription Term You shall pay Covver the fees set forth in the Order (the “Fees”). The payment of the Fees shall be made in accordance with the payment terms specified in the applicable Order.

2.2 All Fees are stated and payable in US Dollars, NIS 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. 

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 country by the destination country or state which may be. Charges for customs clearance must be borne by the 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 in 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.

3. 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 Term (as defined hereunder) to access and use the Solution as provided, deployed, installed, and configured by Covver, solely for your internal organization use, and to make available to your Users the use of the Solution in order to obtain workplace branded merchandise in accordance with Covver [{Users Terms of Use} and {Privacy Policy}], and in accordance with the instructions set forth in the written materials regarding the Solution issued by Covver (“Documentation”). 

3.2 Use Restrictions.

3.2.1 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 source code, know-how or designs from the Service or any part thereof; (d) remove, alter or obscure any copyright, trademark or other proprietary rights notice, on or in, the Service 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 or benchmark test, or comparative analyses relating to the Solution, except for your internal use or as expressly permitted by Covver in writing.

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, and/or otherwise taking place on the Solution account made available to You under this Agreement.

3.2.3 Unless Covver provides you with a separate express authorization, Covver strictly prohibits You from making the Solution available to any third party. 

3.3 Service Changes. Covver reserves the right to modify, correct, amend, enhance, improve, or make other changes which do not have a substantial 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 impact on the Services, Covver will make reasonable efforts to provide you with reasonable prior written notice in advance. 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, including without limitation identifying potential errors and improvements (“Feedback”). You hereby grant Covver a perpetual, irrevocable, worldwide, unlimited, sublicensable, fully paid-up and royalty-free right to use the Feedback in any manner. 

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 AND NOTICES WHICH WILL BE MADE AVAILABLE TO YOU TOGETHER WITH THE SOLUTION. WITHOUT DEROGATING FROM COVVER’S LIMITED WARRANTY PROVIDED IN SECTION ‎6 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.

4. 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, if and as enabled by Covver through the Solution, such as without limitation, update the allocated Points (as such term defined below) balance, allowing certain view and access certain information and analysis using the Solution, etc. all according to the permissions matrix as made available by Covver from time to time (the “Covver Permission Matrix”). 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 Covver Account also, joint and severally with the 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 Account (including by any third party if you do choose to disclose these credentials). We reserve the right to temporarily suspend or permanently terminate the Account if we determine that You or any of Your Users the Account in a manner which violates these Terms.

5. USER ORDERS

5.1 Following the deployment and installation of the Solution by Covver, Users may order any of the Items available through the Solution at the Points value stated therein (“User Order”). All User Orders are subject to availability and confirmation by the Company. 

5.2 Shipment and Delivery. User’s Orders will be packed using Company’s standard packaging (unless otherwise specifically agreed in writing in a respective Order) and delivered to: (i) the address that was provided by You or as otherwise provided by the applicable Employee during the order process; or (ii) to a pick-up location near such respective address, within approximate 14 business days from confirmation of the User Order via the Solution by the Covver using Company standard shipping method or as otherwise enabled by Company. The time of delivery can vary depending on the destination. To the extent any order contains several Items, such order might be split into few separate deliveries. Company shall not be liable for delays in shipment due to faults of the carrier and/or any other circumstances beyond its reasonable control, and therefore these delays will not result in refund of shipment cost. However, Covver will make reasonable efforts to assist with respect to such delays in a timely manner. Shipping claims should be raised within 10 days from the date on which the User Order should have been delivered, any claims not raised during said 10 days 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 defective, Customer and/or End User shall, within a period not exceeding 10 days from the receipt of the Items by the User, provide the Company with a written notice explaining and evidencing thealleged material defect. Company will review and make its own evaluation of the matter. In the event that the Item is deemed to be materially defective, Company will either, at Company’s sole discretion replace the defective Item or credit the End User with the number of Points that were redeemed by User for such defective Item.

5.4 Company may contact the User, and User may receive from Company User Order related communications and updates such as, without limitation Use Order confirmation, tracking information and delivery confirmation. 

5.5 In addition, Company may, at Company’s discretion provide from time-to-time customer support services to Customer Users via email or chat and resolve Customer Users complaints inter alia by way of Points grant on behalf of the Customer, provided such grant was approved in advance by the Customer.

6. OUR PRODUCTS

Any and all images of Items are for illustrative purposes only, and Items may vary from the pictures. Items are subject to availability. Although Covver uses its best efforts to ensure that the availability, colors and details of the Items are correct, Covver does not guarantee that it will match in every instance.    

    

7. 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 THIS AGREEMENT, THE SERVICES AND/OR THE SOLUTION, IS PROVIDED BY COVVER "AS IS" AND COVVER MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, REGARDING THE SOLUTION, 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-INTERFERENCE. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY CONTAINED IN THESE TERMS.

8. DATA

8.1 All materials 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, trademarks, or other information (“Your Data”) is and will remain your property. You hereby grant Covver a worldwide, limited, revocable, non-exclusive right and license to access, use and reproduce Your Data 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 You hereby represent and warrant that (i) You have obtained and/or hold any and all necessary rights, licenses, consents and/or permissions, as applicable, to allow Company and its service providers to perform their obligations under these Terms, including without limitation, the use of Your Data as contemplated hereunder, and (ii) any content, information and data (including Your Data) provided to Company under these Terms as well as Your use of the Solution shall be only in accordance with any applicable laws. 

8.3 Covver will provide you with the Services in compliance with the Covver Data Protection Addendum that may be found HERE and will maintain and enforce physical and logical security procedures with respect to its access and maintenance of the Covver Services and any of Your Data stored for the provision of the Services. 

8.4 Usage Data. You acknowledge that pursuant to Your express consent You provide by accepting these Terms, the Solution may store certain data and analytics information in connection with the routine operation of the Solution, including, performance and usage data (“Usage Data”), and/or technical, statistical and aggregated data resulting from the provision of the Services. Such Usage Data may be used by Covver for the purposes of providing the Services and for Covver’s internal use. 

9. 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 any part thereof, including any modifications, enhancements, improvements, updates and 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 and Intellectual Property of Covver, is granted to you under these terms.

9.2 Confidentiality. Each 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 business and any other confidential and proprietary information disclosed by such other party hereunder (“Confidential Information”). Each party and its Representatives shall utilize the other party’s Confidential Information disclosed hereunder for the sole limited purpose of the Services in accordance with these Terms. Without prior written consent from the other party, neither party nor any of its Representatives shall disclose any of the other 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 party receives any legal request for any Confidential Information, such party will provide the other party, without undue delay, a copy of such request, in order to give such other party an opportunity to respond and/or object before the party that received the request turns over such information. The undertakings of this Section ‎7.2 shall not apply to information that (i) becomes generally available to the public other than as a result of a disclosure by the receiving party or its Representatives; (ii) 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; (iii) 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 (iv) was independently developed by the receiving party or its employees without any use or reference to such Confidential Information. 

10 INDEMNIFICATION

10.1 Indemnifications by Covver. Covver shall indemnify 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, and defend the Indemnified Parties against, any third-party claim that the Solution, or any portion thereof, directly infringes such third party’s Intellectual Property rights. Such obligation is subject to: (i) the Indemnified Parties promptly notifying Covver in writing of any such claim; (ii) Covver having the ability to assume sole control of the defense and/or settlement of such claim; (iii) the Indemnified Parties furnishing to Covver, on request, all reasonable information available to the Indemnified Parties for such defense; and (iv) the Indemnified Parties not admitting fault with respect to any such claim and/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 and/or settlement negotiations, and (ii) not execute any settlement covenant that imposes any liability or obligations on the Indemnified Parties without the prior written consent from the relevant Indemnified Parties.

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: (i) procure the right to continue using the Solution without infringement; (ii) replace or modify the Solution without non-negligibly reducing its functionality, so that it becomes non-infringing; or (iii) if (i) or (ii) cannot be achieved with by using reasonable commercial efforts, Covver shall be entitled to terminate your license to use the Solution immediately upon written notice.

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, (b) your failure to install changes, revisions or new releases as instructed or provided by Covver at no cost, (c) use of a combination of the Solution or any part thereof with other products, equipment, or software not provided or approved in writing for such use under the Documentation or by Covver, or (d) modifications of the Solution not made by Covver, on Covver’s behalf or without Covver’s prior written consent.

10.4 Your Indemnifications. You agree to defend, indemnify and hold Covver, its affiliates the respective officers, directors, employees, representatives, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from violation of these Terms by You, the Users, and/or any one on your behalf.

10.5 Exclusive Remedy. This section ‎8 states the exclusive remedy of the Indemnified Parties and the entire liability of Covver with respect to infringement claims involving the Solution or any part or use thereof.

11. LIMITATION OF LIABILITY

IN NO EVENT WILL COVVER, NOR ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDER, AND USERS’ (“COVVER’S PARTIES”) AGGREGATE LIABILITY TO YOU, EXCEED THE AMOUNTS PAID BY YOU TO COVVER IN RESPECT OF THE SERVICES. IN NO EVENT WILL COVVER  OR COVVER  PARTIES, HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION 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, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. 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 TERMINATION OR EXPIRATION OF THESE TERMS.

12. TERM AND TERMINATION 

12.1 These Terms shall enter into effect upon the Effective Date stated on the Order, and unless terminated earlier in accordance with the stated herein, shall continue until the expiration of the Subscription Period set forth in the 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 and/or any of Your 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 the Customer terminates any applicable order prior to the expiration of such Order’s applicable Subscription Term, Company shall refund the Customer with 85% of the outstanding unused Points as of the termination date.

12.2 Sections ‎‎3.2, ‎3.4, ‎3.5, ‎3.6, ‎6, ‎7, ‎8, ‎9, ‎10, ‎11.2, ‎11.3 and ‎12 will survive any termination or expiration of any applicable Order and these Terms. In the event of that Covver reasonably believes that You and/or any of Your Users are breaching or have breached these Terms, Covver may temporarily suspend or terminate Your and/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 all rights and license provide to You and/or any of Your Users hereunder shall immediately terminate and You and/or any of Your Users shall immediately cease any and all use and/or access to the Solution.

13. FORCE MAGEURE

Nonperformance by Covver of any of its obligations hereunder will be excused and shall not constitute a breach of this Agreement, to the extent such failure to perform is arising out of any reasons beyond the reasonable control of Covver.

14. GENERAL 

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 agreements or representations, written or oral, with respect to the subject matter hereof between you and Covver. These Terms may not be modified or amended except in writing signed by a duly authorized representative of each party; 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.