Subscription Terms

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.

1. 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. 
    

2. 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.
    

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 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.
    

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 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.
    

5. 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.
    

6. 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.
    

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 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.
    

8. 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.
    

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 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.
    

10. 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.
     

11. 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.
     

12. 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.
     

13. 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.
     

14. 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.
     

15. 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.