End User Terms and Conditions 

These End User Terms and Conditions (“Terms”) constitute a legal agreement between: (a) You (referred to herein as “User”, “You” or “Your”) and (b) Covver Tech Ltd., and its affiliate(s) (“Covver” or “Company”) which governs the govern your access and use of the Covver online custom-designed branded merchandise portal (“Solution”). 

PLEASE READ CAREFULLY THESE TERMS BEFORE ONBOARDING, INSTALLING, REGISTERING, ACCESSING, OR OTHERWISE USING THE SERVICES PROVIDED BY COVVER. BY ONBOARDING, INSTALLING, REGISTERING, ACCESSING, OR OTHERWISE USING THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY ALL THESE T&C AND REPRESENTING THAT YOU HAVE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO AND PERFORM HEREUNDER. IF YOU DO NOT AGREE TO THESE T&C, 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

1.1. Covver has engaged with your employer/ workplace (“Employer”) to provide certainservices and platform enabling You to order certain customized workplace branded merchandise against redemption of Solution Points (as such term is defined below).

2. ACCOUNT

2.1. Account Registration. In order to use the Solution, each Users must register and open a User Covver Account, through the Solution or as otherwise directed by Covver (each, a “Account”). To complete the 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 Account in a manner which violates these Terms.

3. ORDERS

3.1. The User may, order through the Solution certain items (“Items”) from the item’s variety available at the Solution, and as may be adjusted from time to time by Covver (“Items Variety”) against Solution Points (“Points”) which are allocated to User as its designated dispensable budget by Employer and/or by Covver on behalf of Employer, at Employer’s sole discretion (“Per-User Points Budget Allocation”). 

3.2. The applicable Items can be ordered by Users through the Solution against redemption of the all, or a portion of, the Per-User Points Budget Allocation actually allocated to the User and/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. User’s 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 order process or as otherwise provided by Employer; 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. 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. Covver 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 You.

3.4. 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, User shall, within a period not exceeding 10 days from the receipt of the Items by the User, provide the Covver with a written notice explaining and evidencing the alleged material defect. Covver will review and make its own evaluation of the matter. In the event that the Item is deemed to be materially defective, Covver will either, at Covver’s sole discretion replace the defective Item or credit the User with the number of Points that were redeemed by User for such defective Item (“Remedy”). The forgoing Remedy shall constitute your sole and exclusive remedy.

4. LICENSE RIGHTS; RESTRICTIONS

4.1. License. Subject to full compliance with the terms and conditions set forth herein 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 for your internal use or 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. You shall be responsible and liable for any act or omission by You and/or otherwise taking place on the Solution account made available to You under there Terms.

4.4. Covver strictly prohibits You from making the Solution available to any third party. 

4.5. 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 ‎‎4.5.

4.6. 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. 

4.7. Marks and Use of Name. These Terms do not grant you any rights to Covver’strademarks 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 theSolution.

5.2. If you provide an email and name for the delivery or any other personal information of an order to a recipient other than yourself, you represent that you have the necessary consent 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 if required to do so in order to (i) contact You, with respect to Your Ordersrelated communications and updates such as, without limitation User Order confirmation, tracking information and delivery confirmation; (ii) respond to your request for assistance via email or chat and to the extent applicable resolve User’s complaints in accordance with the agreement between Covver and Employer; (iii) comply with legal process; or (iv) protect Covver, its users and the public.

6. DATA

6.1. Any and all information that you provide to Covver in the course of accessing andusing the Solution, including but not limited to Your name, address and or other information (“Your Data”) is and will remain your property and will be treated by Covver in accordance with Covver Privacy Policy available at https://www.covver.io/privacy (“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, revocable, 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. In the event You have provided Covver with Personal Information of any person other than yourself, You hereby represent and warrant that You have obtained and/or hold any and all necessary rights, licenses, consents and/or permissions, as applicable, to allow Covver and its service providers to perform their obligations under these Terms, including without limitation, the use of Your Data as contemplated hereunder, 

6.3. You hereby represent and warrant 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

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.

8. TERMINATION

You agree that Covver may, under certain circumstances and without prior notice, immediately block any email address and/or access to the Solution (“Termination”). Cause for such Termination shall include, but not be limited to, (a) breaches or violations of these Terms, (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the Solution (or any part thereof), (e) unexpected technical or security issues or problems, and/or (f) engagement by you in fraudulent or illegal activities in connection with the Solution. Covver shall not bear any liability to you for any such Termination.

9. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (i) THE SOLUTION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, (ii) 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 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; AND (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 THE TOS.

10. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT COVVER AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, 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: (i) THE USE OR THE INABILITY TO USE THE SOLUTION; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (v) ANY OTHER MATTER RELATING TO THE SOLUTION AND/OR THE USE THEREOF. 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. INTELLECTUAL PROPERTY

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.

12​ 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. Covver reserve the right, at our discretion, to modify these Terms or any policy or other terms referenced in these Terms at any time and from time to time. Such modifications will be effective upon posting on the Solution, and your continued access or use of the Solution thereafter means your acceptance of any changes to these Terms or any policy or other terms referenced in these Terms. 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.