Last updated July 2023. Replaces all prior versions.
THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. THE SECTION LABELED “GOVERNING LAW AND DISPUTE RESOLUTION” OF THIS DOCUMENT CONTAINS A BINDING ARBITRATION PROVISION THAT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS (RATHER THAN JURY TRIALS OR CLASS ACTIONS) AND LIMITS THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST COVE.TOOL.
IMPORTANT—READ CAREFULLY PRIOR TO USING COVE.TOOL’S SERVICES AND/OR SOFTWARE. THESE TERMS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND COVE.TOOL, INC. (“COVE.TOOL”). BY ACCESSING AND OTHERWISE USING ANY PORTION OF THE SERVICES OR SOFTWARE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CREATE A USER ACCOUNT AND DO NOT ACCESS OR USE THE SERVICES OR SOFTWARE. YOU AGREE THAT YOUR ACCESS AND/OR USE OF THE SERVICES AND SOFTWARE REPRESENTS YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEIR TERMS.
Licensed Not Sold
You acknowledge and agree that the Services and Software are the property of cove.tool or its licensors and are licensed, not sold to you. All references in these Terms to “sale”, “selling” or “purchase” of the Services and/or Software means the sale and/or purchase of a license to use the Services and/or Software only as licensed.
Intellectual Property Notice and Reservation of Rights
Nothing in the Terms, nor your use of the Services or Software, shall constitute a sale or transfer of any copyright, trademark, trade dress, moral right, patent (whether pending or issued), trade secret or any other intellectual property right anywhere in the world (collectively the “Intellectual Property Rights”). All right, title, and interest in and to the Services and Software, including, without limitation, all Intellectual Property Rights therein, are owned and retained by cove.tool.
All rights not expressly granted by cove.tool are hereby reserved. All Services, Software and related materials, including, without limitation, cove.tool, logos, trademarks, designs, text, graphics, data, literature, information, other files, and the selection and arrangement thereof are the property of cove.tool and its affiliates or licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material in the Software or Services without our prior written consent. The cove.tool name, cove.tool logo, and all related names, logos, product and service names, designs, and slogans are trademarks of cove.tool or its affiliates or licensors. You must not use such marks without the prior written permission of cove.tool. Any other names, logos, product and service names, designs, and slogans on the Software and Services are the trademarks of their respective owners. Under no circumstances will you acquire any ownership rights or other interest in any such marks or content on this Software or Services by or through your use of the Software or Services.
cove.tool User Account
To purchase, access and/or use the Services, license Software and otherwise engage with us on matters described in these Terms, you must create and maintain a user account (“User Account”). User Accounts are restricted to those persons 18 years of age or older at the time of registration.
User Name Confirmation
Each User Account must have the associated e-mail address verified within seven (7) days of the User Account’s creation to remain active. cove.tool is not responsible for e-mail notifications that are not delivered due to technologies such as spam, filters, or firewalls.
Passwords must be at least 8 characters and include at least one uppercase letter, one lowercase letter, one number and one special character (e.g. !@#$%). You are solely responsible for maintaining the confidentiality of Your password.
Activity and Responsibility
You are solely responsible for any and all activity that occurs under your User Account and will ensure it complies with these Terms, and cove.tool shall have no responsibility with regard to the use, disclosure, or management of your User Account information or any content accessed, uploaded, processed or exchanged through use of your User Account. You are responsible for (a) keeping your User Account information confidential; (b) promptly notifying cove.tool of any suspected or unauthorized use of your User Account or disclosure of your password to any third person/party; and (c) ensuring that you exit from your User Account at the end of each session.
A User Account may be created for you by an administrator, such as your employer. If you are using a User Account assigned to you by an administrator different terms may apply to you and the administrator may be able to access or disable your User Account.
You may terminate your User Account at any time for any reason. cove.tool may terminate your User Account, if in its sole and reasonable direction, we believe you have violated or these Terms. Upon termination, cove.tool may permanently delete any of your data that cove.tool is not otherwise legally obligated to retain.
In order to enhance the quality of the Services and Software and to protect you and other cove.tool licensees, customers, potential customers and affiliated third parties from illegal, irresponsible, or disruptive activities, you are required to comply with cove.tool’s Acceptable Use Policy as follows:
You are responsible for the internet connection and/or mobile charges that you might incur for using the Services or Software. Please check with your mobile operator or internet service provider if you are unsure what these charges will be before you use.
All users (including, without limitation, customers, potential customers, end-users, and visitors to cove.tool’s websites and events) of cove.tool’s products and services, including Software, are required to comply with this Acceptable Use Policy in order to enhance the quality of the Services and Software and to protect cove.tool and cove.tool’s licensees from illegal, irresponsible, or disruptive activities.
By using cove.tool’s products and services, including the Services and Software, you agree that you will not (and you will not encourage, create or facilitate the ability of other users or third parties to):
- upload, post, store or otherwise transmit any documents (regardless of format), images (regardless of format, jpeg, tiff, gif, etc.), files, feedback, data, personal information, or other materials or content (collectively “User Submissions”) that (a) violates, misappropriates, or infringes, in any way, upon the rights of others, including, but not limited to Intellectual Property Rights, (b) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, obscene, profane, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, (c) which encourages conduct that would constitute a criminal offense or otherwise create liability or violate any local, state, national, or international laws, or (d) that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, including without limitation the cloud Services;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity, including by sending altered, deceptive or false source-identifying information, including spoofing and phishing;
- collect or disclose information, including without limitation e-mail addresses or other personal information, about any individual, without such individual’s express written consent;
- abuse, stalk, defraud or otherwise harass or disparage any person or entity, including cove.tool or any cove.tool employee, or advocate prejudice or hatred against any person or entity based on their race, religion, ethnicity, sex, gender identify, sexual preference, disability or impairment;
- upload, post, store or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, chain letters, pyramid schemes or other forms of solicitation;
- duplicate, copy, modify, translate, adapt, or otherwise create derivative works or improvements of the Software or Service;
- reverse engineer, disassemble, decompile, decode, or otherwise attempt to obtain access to the source code of the Software or Service or any part thereof;
- remove, delete, alter, or obscure any Intellectual Property Rights notices, including copyright notices from the Software or Service;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or Service, or any features or functionality of the Software or intentionally or unintentionally violate any applicable local, state, national or international law, including without limitation all applicable export laws and regulations or intellectual property laws;
- interfere or attempt to interfere in any manner with the proper working of cove.tool’s products or services, including without limitation (a) removing, disabling, breaching or otherwise circumventing any security or authentication measures or any geographical restrictions, including IP address-based restrictions, (b) using the Services or Software in any manner that could disable, overburden, damage, or impair the Software or Services or interfere with any other party’s use of the Software or Services, (c) use any robot, spider or other automatic device, process or means to access the Software or Services for any purpose, including monitoring or copying any of the material on the Software or Services, (d) use any manual process to monitor or copy any of the material on Software or Services or for any other unauthorized purpose without our prior written consent, (e) use any device, software or routine that interferes with the proper working of the Software or Services, (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Software or Services, the server on which the Software or Services is stored, or any server, computer or database connected to the Software or Services, or (g) attach the Software or Services via a denial-of-service, distributed denialof-service or similar attack;
- probe, scan or test the vulnerability or performance of the Software or Services;
- violate any applicable local, state, national or international law, including without limitation all applicable Export Laws and regulations or intellectual property laws;
- use cove.tool to design prisons; or
- share your User Account login information with any third party.
Notwithstanding cove.tool’s Acceptable Use Policy, as a user of the internet (including the Software, Services and any other of cove.tool’s products, services and events) you undertake such activities at your own risk while acknowledging that there are known, and unanticipated risks associated with the internet. cove.tool assumes no liability for the actions of its users or the content they may post or communicate.
You acknowledge, represent and agree that any Registration Data or User Submission is submitted voluntarily and is not confidential or proprietary. You grant cove.tool and its sublicensees a worldwide, royalty-free, non-exclusive, transferable, perpetual and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of your User Submissions, except as otherwise prohibited by applicable law or these Terms. You waive any right to compensation of any type for your User Submissions. You represent and warrant that you have all the rights necessary to grant the rights in this Section and that use of User Submissions by us does not violate any applicable law.
In order to enhance the quality of the Services and Software and to protect you and other cove.tool licensees, customers, potential customers and affiliated third parties from illegal, irresponsible, or disruptive activities, you are required to comply with cove.tool’s Acceptable Use Policy. cove.tool reserves the right to, without notice, suspend the Services and access to the Software in the case where any you violate cove.tool’s Acceptable Use Policy.
Future Modifications of these Terms
cove.tool may revise, modify or update these Terms from time to time for any reason, including due to changes in the law, regulatory requirements, or improvements or enhancements to the Services and/or Software. any update to these Terms shall be effective upon notice to you (a “Change Notice”). cove.tool may provide a Change Notice by (a) sending an email to the email address associated with your User Account or via an in-Service notification or (b) posting a Change Notice in the Services or Software. If you do not agree with any of the updates and/or modifications made, you must immediately (i) remove all of your content; (ii) cancel your User Account; and (iii) discontinue all access and use of the Services and Software. By continuing to use the Services and/or Software after receipt of a Change Notice, you agree to be bound by the modified Terms.
Future Modification of the Services and/or Software
cove.tool is continually developing, changing and improving our Services and Software. cove.tool reserves the right to revise, modify or update the Services and Software from time to time in its sole discretion to add, remove, or modify features or functionalities. cove.tool also reserves the right to discontinue (temporarily or permanently) the Services or Software, in whole or in part, or limit the use of the Services and Software without liability to you or any third party.
Warranties and Disclaimers
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS, NEITHER COVE.TOOL NOR ITS SUPPLIERS, LICENSORS OR VENDORS MAKE ANY PROMISES OR WARRANTIES RELATED TO THE SERVICES OR SOFTWARE. THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND WHATSOEVER AND YOUR USE OF THE SERVICES AND/OR SOFTWARE IS AT YOUR OWN RISK. COVE.TOOL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES RELATED TO AVAILABILITY, ACCURACY, NONINFRINGEMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SERVICES AND SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE USE THEREOF. COVE.TOOL MAKES NO WARRANTY THAT THE SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS OR THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COVE.TOOL BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING NEGLIGENCE) FOR ANY LOST REVENUES, LOST PROFITS, LOST DATA, OR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE SERVICES OR SOFTWARE EVEN IF COVE.TOOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL COVE.TOOL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE GREATER OF (A) FIFTY DOLLARS (US$50.00) OR (B) THE AMOUNTS PAID BY YOU TO COVE.TOOL OVER THE 12 MONTHS IMMEDIATELY PRIOR TO THE EVENTS GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify and hold harmless cove.tool and its affiliates, officers, directors, agents, suppliers, and licensors from and against any and all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to your use of the Services or Software or any User Submissions you provide, including, but not limited to, any claim by a third party that any such User Submissions infringe or violate such third party’s rights or interests.
Internet Access and Fees
The processing and transmission of communications and content from you to the Services and/or Software may involve transmissions over the internet and may involve one or more internet service providers, mobile service providers and networks (“Third Party Providers”). You acknowledge and agree that your use of Third Party Providers services are your sole responsibility and that cove.tool cannot and will not be liable for the timeliness, deletion, misdelivery or failure of any Third Party Providers or any charges, fee or taxes you may incur from such Third Party Providers.
Links and Third Parties
The Services and/or Software may contain links to other internet sites or online resources over which cove.tool has no control. These links and resources are provided for convenience only and should not be construed as an endorsement by cove.tool of any content, items, or services on such third-party websites. Your access, viewing and use of such website links, including any content, items or services therein, are solely at your own risk. cove.tool is not responsible or liable in any way for any content, advertising, services or goods on or available from such thirdparty websites or resources.
Report All API Data
Renting, lending, sublicensing, copying, broadcasting or any other kind of distribution of the ReportAll API Data (“Data”) is prohibited outside of your organization’s enterprise. You will not disassemble, decompile, manipulate or reverse engineer any portion of the Data other than current normalization operations to assure common format for Data. Licensor, and its third party suppliers, reserves the right to take additional security measures such as adding watermarks to the Data that must be maintained as part of the Data. Licensor considers such security measures confidential business information subject to trade secret protection, and the confidentiality provisions listed in this Agreement, and as such is not required to disclose to the you the specifics of its security measures. You may not under any circumstances, knowingly remove any security measures from the Data.
Trade and Export Laws
The Services and Software and your use thereof are subject to the United States and international trade and export laws, regulation and restrictions (“Export Laws”). Export Laws govern the import, export and use of the Services and Software. You agree to comply with all applicable Export Laws.
By creating a User Account you represent and warrant that (a) you are at least 18 years of age; (b) you have full power and authority to agree to these Terms; (c) you are not located in, under the control of, or a national or resident of any country subject to sanctions by the United States; (d) you have not been placed on the U.S. Department of Commerce’s Denied Persons List; (e) you are not identified as a “Specially Designated National” by the United States government; (f) you will not access the Software or Services if you have previously been prohibited from doing so or if any laws prohibit you from doing so; and (g) you will not upload or otherwise provide cove.tool with any content, documents, or other materials that cannot legally be transferred from your location to the United States or from the United States to your location.
cove.tool’s websites describing the Services and Software are accessible worldwide; however, not all Services, Software or features thereof may be available in your country. The Services and Software are also not available in all languages.
Notices to cove.tool shall be sent via email to firstname.lastname@example.org.
Notices to you shall be sent via email to the email address you provide and maintain in your User Account. You hereby agree to the use of electronic communications in order to enter into these Terms, to create other records and to the electronic delivery of notices, policies and records of transactions between you and cove.tool with respect to the Software and Services. 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 mandatory law.
You further consent and agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act while using the Services, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. Further, you agree that no certification authority or other third party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third party verification will not affect the enforceability of your signature or any resulting contract between you and us.
Digital Millennium Copyright Act
If you believe that any material contained in the Services may infringe on your copyright, notice must be given in writing of the following: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the allegedly infringing material; (c) information sufficient to permit cove.tool to locate the infringing material; (d) a statement that the complaining party has a good faith belief that use of the material is not authorized or permissible by law; and (e) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the copyright owner, agent, or licensee. Anyone who knowingly misrepresents that material is infringing in such a notice will be liable for any damages and any associated costs incurred by cove.tool.
You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without cove.tool’s prior written consent, and any such attempt will be void. cove.tool may transfer our rights under the Terms to a third party.
Whenever possible, each provision of the Terms shall be interpreted in such a manner as to be effective and valid under applicable law. Notwithstanding the foregoing, if any term, provision, covenant or condition of these Terms is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
No failure or delay by cove.tool in enforcing any right or provision of these Terms will be deemed a waiver unless made in writing and signed by a duly authorized representative of cove.tool. No single waiver will be considered a continuing or subsequent waiver.
These Terms are written in the English language and shall be construed and interpreted in accordance with such language, regardless of any translations that may be created and/or executed.
These Terms shall be governed and construed in accordance with the laws of the State of Georgia, United States, excluding Georgia’s choice-of-law principles, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Georgia.
The arbitrator shall follow applicable substantive law to the extent consistent with the FAA, applicable statutes of limitation, and shall honor all claims of privilege recognized by law.
Notwithstanding anything to the contrary in these Terms, because cove.tool would be irreparably damaged in the event of a breach of its Acceptable Use Policy you agree that cove.tool will be entitled, without bond, other security or proof of damages, to seek appropriate equitable remedies with respect to your breach or threatened breach of the Acceptable Use Policy in any court of competent jurisdiction, in addition to any and all other remedies which cove.tool may have at law or in equity.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER YOU NOR COVE.TOOL SHALL HAVE THE RIGHT TO LITIGATE CLAIMS IN COURT OR TO HAVE A JURY TRIAL ON THAT CLAIM. ANY CLAIM MADE BY A NEW PARTY OR ANY NEW CLAIMS LATER ASSERTED SHALL ADHERE TO THE ARBITRATION TERMS HEREIN.
YOU SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS WITH RESPECT TO OTHER ACCOUNTS, BRING MASS, CLASS ACTION, OR CONSOLIDATED CLAIMS IN ARBITRATION OR A COURT OF COMPETENT JURISDICTION, OR ARBITRATE OR LITIGATE ANY CLAIM AS A REPRESENTATIVE OR USER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
Arbitration proceedings are confidential unless all parties agree otherwise. Arbitration orders and awards required to be filed with applicable courts of competent jurisdiction are not confidential and may be disclosed by the parties to such courts. A party who improperly discloses confidential information shall be subject to sanctions. The arbitrator and forum may disclose case filings, case dispositions, and other case information as required by a court order of proper jurisdiction.
YOU HAVE A RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION OF THESE TERMS. IF YOU DO NOT AGREE TO THIS MANDATORY ARBITRATION PROVISION, THEN WITHIN THIRTY (30) DAYS FROM YOUR FIRST AGREEMENT TO THESE TERMS, YOU MAY OPT-OUT OF THIS PART OF THESE TERMS BY SENDING AN EMAIL TO email@example.com. Any opt-out received after the thirty (30) day time period will not be valid, and you must pursue your claim via arbitration pursuant to these Terms.