End User Terms and Conditions

Last Updated: March 23, 2023

These End User Terms and Conditions (“Terms”) constitute a legal agreement between: (a) you (“User”, “you” or “your”) and (b) Covver Tech Ltd., and its affiliate(s) (“Covver”) and governs your access and use of the Covver online custom-designed branded merchandise portal (“Solution”) as of the effective date of your first access of the Solution (“Effective Date”). 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 SOLUTION OR SERVICES PROVIDED BY COVVER. BY ONBOARDING, INSTALLING, REGISTERING, ACCESSING, OR OTHERWISE USING THE SOLUTION OR SERVICES, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY THESE TERMS AND REPRESENT 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 SOLUTION OR 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 has engaged with your employer/ workplace (“Employer”) to provide certain services and online platform enabling you to browse and order certain customized workplace branded merchandise against redemption of allotted Credits (as defined below) through the Solution.
    

2. ACCOUNT AND REGISTRATION
   2.1 Account Registration. In order to use the Solution, you must register and open a User Covver account through the Solution or as otherwise directed by Covver (each, an “Account”). To complete your Account registration, we will require certain information which will include your name, organization name, shipping address, phone number, e-mail and password.
   2.2 Account Security. You are responsible for maintaining the confidentiality of the login credentials (e-mail and password or any other access method implemented by Covver) of your Account and for all activities that occur under such Account. You agree and undertake to ensure that you will not disclose your 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 use the Solution in breach of these Terms.
    

3. USER ORDERS
   3.1 You may order certain merchandise (“Items”) from the variety made available through the Solution, as may be adjusted from time to time by Covver, against purchase credits (“Credits”) which are allocated to you as your designated dispensable budget by your Employer, or by Covver on behalf of your Employer, at your Employer’s sole discretion (“Credits Budget”).
   3.2 Items may be ordered by you through the Solution at the corresponding Credits value stated therein (“User Order”) against redemption of the all, or a portion of, your allocated Credits Budget or upon payment of the equivalent Item price, as converted and presented through the Solution, by other payment methods made available by the Covver from time to time. All User Orders are subject to availability and confirmation by Covver.
   3.3 Shipment and Delivery. Unless otherwise provided on the User Order, Shipping costs are included in the Item price. User Orders will be packed using Covver’s standard packaging and delivered, using Company standard shipping method or as otherwise enabled by Covver, to: (i) the address that was provided by you during the ordering process or as otherwise provided by your Employer; or (ii) to a pick-up location near such respective address, within approximate fourteen (14) business days from confirmation of the User Order by the Covver. 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 refund of any shipping costs. However, Covver will make reasonable efforts to assist you with respect to such delays in a timely manner. 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 said ten-day period shall be deemed waived by you and your Employer.
   3.4 Your 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 shall be borne by you as the User specified on the delivery address. Covver has no control over or responsibility with respect to any said charges.
   3.5 Returns. Items ordered by you are non-returnable and all User Orders are final. In the event that one or more Items are believed to be materially defective, you 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 to be materially defective, Covver will, at its sole discretion, either replace the defective Item or credit you with the number of Credits that were redeemed for such defective Item. The forgoing shall constitute your sole and exclusive remedy with respect to a defective Item.
    

4. LICENSE RIGHTS; RESTRICTIONS
   4.1 License. Subject to your compliance with these Terms, Covver grants you, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Solution as provided, deployed, installed, and configured by Covver, solely for your personal, non-commercial use.
   4.2 Use Restrictions. Unless otherwise expressly provided herein, you agree that you will not, nor will you authorize or assist any 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 Solution or any part thereof; (d) remove, alter or obscure any copyright, trademark, or other proprietary rights notice, on or in the Solution; (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 Solution 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 as expressly permitted by Covver in writing.
   4.3 Without derogating from the foregoing, you shall take commercially reasonable precautions to prevent any unauthorized access and/or unauthorized usage of the Solution using your credentials. You shall be responsible and liable for any act or omission by you or otherwise taking place on the Solution through your Account.
   4.4 Service Changes. Covver reserves the right to modify, correct, amend, enhance, improve, suspend, or make other changes without notice, at any time. You agree that Covver shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Solution in accordance with this Section ‎4.
   4.5 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 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.
   4.6 Marks and Use of Name. These Terms do not grant you any rights to Covver’s trademarks or service marks.
    

5. USER’S REPRESENTATIONS
   5.1 You represent that you are of legal age of majority under the applicable law to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. Otherwise, you may not use the Solution.
   5.2 If you provide an email address, name for the delivery or any other personal information of someone other than yourself, you represent that you have all necessary rights and consents to provide that person’s information to us.
   5.3 You consent and agree that Covver may use, preserve, or disclose your name, address, and email address if required to do so in order to: (a) contact you with respect to communications and updates related your User Orders, such as User Order confirmation, tracking information, and delivery confirmation; (b) respond to your request for assistance via email or web chat and, to the extent applicable, to resolve your complaints in accordance with the agreement between Covver and your Employer; (c) comply with any legal process; or (d) protect Covver, its customers and users, and the general public.
    

6. DATA
   6.1 Any and all information that you provide to Covver in the course of accessing and using the Solution, including but not limited to your name, delivery address, and or other information (“Your Data”) is and will remain your property and will be treated by Covver in accordance with Covver’s Privacy Policy (“Privacy Policy”). You agree that we may use information that you provide or make available to us in accordance with our Privacy Policy. You hereby grant Covver a worldwide, limited, royalty-free, non-exclusive right and license to access, use, and reproduce Your Data for the purposes of enabling you to access and use the Solution and provide you with the ancillary services and support in connection therewith, all pursuant to these Terms.
   6.2 You hereby represent and warrant to Covver that any content, information, and data (including Your Data) provided to Covver under these Terms, as well as Your use of the Solution, shall be only in accordance with any applicable laws.
    

7. THIRD PARTY CONTENT AND SOFTWARE
   7.1 Covver does not control the information posted by third parties (“Third Party Content”) via the Solution, and as such, does not guarantee the accuracy, integrity, or quality of such Third-Party Content. Under no circumstances will Covver be liable in any way for any Third-Party Content, including, but not limited to, any errors or omissions in, accuracy, usefulness, or availability of any Third-Party Content transmitted or made available via the Solution.
   7.2 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. SUCH THIRD-PARTY COMPONENTS ARE UTILIZED ON AN "AS IS" BASIS WITHOUT ANY WARRANTY WHATSOEVER.
    

8. TERM AND TERMINATION
   8.1 These Terms shall enter into effect upon the Effective Date and, unless terminated earlier in accordance with these Terms, shall continue for as long as you access or use the Solution or hold a registered Account. You may terminate these Terms at any time by deactivating your Account or otherwise ceasing to access and use the Solution. You agree that Covver may, under certain circumstances and without prior notice, immediately block any email address or terminate Account access to the Solution. Cause for such termination by Covver shall include, but not be limited to: (a) your breaches or violations of these Terms; (b) requests by law enforcement or other government agencies; (c) a written request by you or your Employer to discontinue your use of the Solution; (d) discontinuance or material modification to the Solution (or any part thereof); (e) unexpected technical or security issues or problems;  (f) engagement by you in fraudulent or illegal activities in connection with your use of the Solution; or (g) prolonged periods of inactivity. Covver shall not bear any liability to you for any such termination.
   8.2 Sections 4.5, 4.6, 5, 7, 8.2, 9, 10, 11, and 14 will survive any termination of any these Terms.
    

9. DISCLAIMER OF WARRANTIES
   YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) THE SOLUTION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS; (B) COVVER AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COVVER AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS (“COVVER PARTIES”) MAKE NO WARRANTY THAT: (i) THE SOLUTION WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (ii) THE SOLUTION WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) ANY OF THE ITEMS OBTAINED BY YOU THROUGH THE SOLUTION WILL MEET YOUR EXPECTATIONS; (iv) THAT THE SOLUTION OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (v) ANY ERRORS IN THE SOLUTION WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COVVER OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
    

10. LIMITATION OF LIABILITY
    YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COVVER PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COVVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SOLUTION; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (E) ANY OTHER MATTER RELATING TO THE SOLUTION AND/OR THE USE THEREOF. 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 USE OF THE PLATFORM DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. IF YOU HAVE PAID NO MONEY TO COVVER IN RESPECT OF YOUR USE OF THE SOLUTION, COVVER’S AGGREGATE LIABILITY TO YOU SHALL IN NO EVENT EXCEED $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
     

11. PROPRIETARY RIGHTS; CONFIDENTIALITY
    11.1 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 and Intellectual Property of Covver, is granted to you under these terms.
    11.2 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.
     

12. 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.
     

13. 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 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 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.
     

14. 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. These Terms together with the Privacy Policy constitutes the entire agreement between you and Covver concerning the subject matter 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.