Terms of Service
Last Updated Date: Feb 21, 2025
Welcome and thank you for your interest in Coverd Inc. (“Coverd”, “we”, “us” or “our”). This Terms of Use Agreement (“Terms of Use”, and together with any applicable Supplemental Terms (as defined in Section 3.2 (Supplemental Terms), the “Agreement”) describes the terms and conditions that apply to your use of (i) the website located at www.coverd.us and its subdomains (collectively, the “Website”, “Site”, or “Platform”), (ii) any mobile application(s) that we offer subject to these Terms of Use (each, an “Application”), and (iii) the services, content, and other resources available on or enabled via our Website or any Application, including without limitation the creation of your Coverd user account (“User Account” or “Account”), use of the games, promotions or contests (collectively or individually, “Games” or “Contests”) on the Site or Application, and any transactions or dealings with us in any way (collectively, with our Applications and Website, the “Service”).
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BROWSING THE WEBSITE OR DOWNLOADING THE APPLICATION, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE AT LEAST 18 YEARS OF AGE or the minimum legal age of majority whichever is higher in the jurisdiction in which you are located at the time of accessing or using the Service and are, under the laws of the jurisdiction(s) applicable to you AND A UNITED STATES CITIZEN LOCATED IN THE UNITED STATES (EXCLUDING Idaho, Louisiana, Michigan, Montana, AND Nevada), (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.IMPORTANT NOTICES:
THIS WEBSITE AND THE SERVICE DO NOT OFFER “REAL MONEY GAMBLING.” NO ACTUAL MONEY IS REQUIRED TO PLAY, AND THE SERVICE IS INTENDED FOR ENTERTAINMENT PURPOSES ONLY.
SECTION 19 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND COVERD. AMONG OTHER THINGS, SECTION 19 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 19 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 19 (ARBITRATION AGREEMENT) CAREFULLY.
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 19) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 19.14 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
IT IS AN EXPRESS CONDITION OF THIS AGREEMENT THAT ANY CLAIMS YOU MAY HAVE AGAINST COVERD ARISING FROM ANY past, present or future USE OF tracking software, including BUT NOT LIMITED TO USE OF A Meta Pixel, “cookies,” “GET requests” or JavaScript in HTML code of THE COMPANY’S website that intercepts, tracks, stores, and analyzes your interactions with THE COMPANY’S website FOR PURPOSES OF OBTAINING data or targeted advertisement ARE HEREBY FULLY WAIVED, RELEASED AND COMPROMISED. COVERD shall have no liability to You for any past, PRESENT OR FUTURE claims arising out of or related to the use OF tracking technology.
The Agreement IS subject to change by Coverd in its sole discretion at any time AS SET FORTH IN SECTION 21.6 (Agreement updates).
1. VIRTUAL COINS AND GAMES
1.1 Virtual Coins. The Service includes a License (as defined below) to you to use virtual tokens to play all Games on the Site, including, but not limited to, chips, coins, credits, or points (collectively, “Virtual Coins”), that may be provided for use on the Platform. No matter the reference or format of the Games, Virtual Coins are non-transferrable and may be used subject to the License only. With the exception of “no purchase necessary” promotional contests or giveaways, there is no opportunity for a User on the Platform to win real-money or any prize while playing the Games, regardless of whether any purchase was made at any point by the User.
1.2 The License to Games and Virtual Coins. Subject to your agreement and continuing compliance with this Agreement, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable, license to access and use the Games and Virtual Coins solely for your personal, private entertainment on the Platform and for no other reason (the “License”). Other than this limited, personal, revocable, non-transferable, non-sublicensable License to use the Virtual Coins with the Service, you have no right or title in or to any such Virtual Coins appearing or originating with the Service, or any other attributes associated with use of the Service or stored within the Service. We have the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Coins as it sees fit in its sole discretion to the extent legally permissible, and we shall have no liability to You or anyone for the exercise of such rights.
1.3 No Right to Sell or Assign. The transfer or sale of Virtual Coins by you to any other person is strictly prohibited. You may NOT sell or assign your User Account to any other person under any circumstances. Any attempt to do so is in violation of this Agreement, will result in in closure and forfeiture of the User Account, and may result in a lifetime ban from the Service and possible legal action.
1.4 No Purchase Required. No purchase is required to set up a User Account or play Games. The Service is committed to at all times providing additional access to Virtual Coins or otherwise to free-to-play Games to users who deplete their balance of Virtual Coins. While it is never required to make any purchase in order to play the Games, users may, subject to the License, increase the number of certain Virtual Coins they may access for licensed use on the Service only, increase the variety of available Games, and remove advertisements by making a purchase. You understand and agree that any purchases are final and that we are not required to provide a refund for any reason. Virtual Coins are non-transferrable, and carry no cash value. All Virtual Coins under this License are forfeited if your User Account is terminated or suspended for any reason, in our sole and absolute discretion or if the Services are no longer available. To the extent legally permissible, if your User Account, or a particular subscription for the Service associated with your User Account, is terminated, suspended and/or if any Virtual Coins are selectively removed or revoked by us from your User Account, no refund will be granted, and no Virtual Coins will be credited to you or converted to cash or other forms of reimbursement.
1.5 This Agreement does not grant you any right, title or property or ownership interest in the Service or any Virtual Coins.
2. ELIGIBILITY
2.1 Your eligibility for continued use of the Service is contingent on your ongoing compliance with this Agreement, in particular:
(a) You are over 18 years of age or the minimum legal age of majority whichever is higher in the jurisdiction in which you are located at the time of accessing or using the Service and are, under the laws of the jurisdiction(s) applicable to you, legally allowed to participate in the Games and access the Service;
(b) You understand and accept that we are unable to provide you with any legal advice or assurances and that it is your sole responsibility to ensure that at all times you comply with the laws that govern you and that you have the complete legal right to use the Service;
(c) You will monitor your User Account and ensure that no child under the age of 18 can access the Service using your User Account. You accept full responsibility for any unauthorized use of the Service by minors and you acknowledge that you are responsible for any use of the Service, including use of your credit card or other payment instrument by minors;
(d) You do not access the Games or Service from the states of Idaho, Louisiana, Michigan, Montana or Nevada or any jurisdiction outside the United States or as otherwise posted within this Agreement or on the Platform (the “Restricted Territories”);
(e) You participate in the Games strictly in your personal capacity for recreational and entertainment purposes only;
(f) You further represent and warrant that all information you supply to us is complete and accurate. Knowingly submitting incomplete or inaccurate information may result in immediate termination of your User Account, revocation of any License from us, and any further participation or access to the Service, at Coverd’s sole discretion, to the extent legally permissible;
(g) You will not be involved in any fraudulent or other unlawful activity in relation to your participation in the Service, including without limitation any of the Games and you will not use any software-assisted methods or techniques (including but not limited to “bots” designed to play automatically, by using a VPN, proxy or similar service that masks or manipulates the identification of your real location, or by otherwise providing false or misleading information about your location) for your participation in any of the Games or use of the Service. We reserve the right to invalidate any participation in the event of such behavior;
(h) If, in the reasonable opinion of Coverd, we form the view that a player is abusing any promotion, to derive any advantage or gain for themselves or another player, including by way of fraudulent conduct, we may, at our sole discretion, withhold, deny or cancel any advantage, bonus or promotional prize as we see fit, or terminate or suspend the User Account of such player.
(i) You will not directly or indirectly participate in groups or take advantage of, or encourage others to participate in or take advantage of schemes, organizations, agreements, or groups designed to share: (a) hacks or money-making strategies; (b) special offers or packages emailed to a specific set of players and redeemable by URL; or (c) identification documents (including, but not limited to, photographs, bills and lease documents) for the purpose of misleading Coverd as to a player’s identity.
(j) In relation to any purchase, you must only use a valid form of payment accepted by the Service or its third party payment processing provider(s) (“Payment Agent(s)”) which lawfully belongs to you, and as set forth in more detail in Section 11.2 below.
(k) You must be legally competent to enter into contracts in your jurisdiction to use the Service.
Corporations, groups, and/or associated entities cannot enroll as users. If you are not eligible to participate, you are prohibited from accessing, using, and registering for the Service. The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your jurisdiction. These references do not imply that Coverd intends to announce such service or Content in your jurisdiction. The Service is controlled and offered by Coverd from its facilities in the United States of America. Coverd makes no representations that the Service is appropriate or available for use in other locations.
3. USE OF THE SERVICE. The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and Coverd, your right to access and use the Service, in whole or in part, is subject to this Agreement.
3.3 Updates. You understand that the Service is evolving. You acknowledge and agree that Coverd may update the Service with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Service. Any future release, update or other addition to the Service shall be subject to this Agreement.
3.4 AI Services. The Service may utilize artificial intelligence and deep learning platforms, algorithms, tools and models (“AI Services”) to generate new content (“Output”) in response to any prompts, comments, or questions that you provide (“Input”) including, but not limited to, chatbot functionality that responds to user requests with automated replies. You acknowledge and agree that Coverd may share your Inputs with the AI Services for this purpose and such AI Services may not be required to maintain the confidentiality of any of Your Content (as defined in Section 6.1 (Types of Content)). Further, you understand that additional license requirements may apply to certain AI Services, including that such AI Services may retain certain rights to use or disclose Your Content, including to further train their algorithmic models. You must review and comply with such requirements for the AI Services used. YOU, AND NOT COVERD, SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF THE AI SERVICES. YOU ACCEPT THAT THE AI SERVICES MAY PROVIDE INFORMATION THAT IS AN INACCURATE OR INAPPROPRIATE RESPONSE TO YOUR INPUT. YOU ACKNOWLEDGE AND AGREE THAT ANY DECISIONS YOU MAKE OR CONDUCT YOU ENGAGE IN AS A RESULT OF THE OUTPUT OR ANY OTHER AI SERVICE MADE AVAILABLE THROUGH COVERD OR ITS THIRD-PARTY PROVIDERS IS AT YOUR OWN RISK. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE AI SERVICES AND AGREE THAT COVERD WILL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY FOR THE AI SERVICES PROVIDING INACCURATE OR INAPPROPRIATE OUTPUT. COVERD WILL HAVE NO LIABILITY FOR THE UNAVAILABILITY OF ANY AI SERVICES, OR ANY THIRD PARTY’S DECISION TO DISCONTINUE, SUSPEND OR TERMINATE ANY AI SERVICES.
4. REGISTRATION.
4.1 Registering Your Account and Verification. In order to access certain features of the Service, you may be required to register an account on the Service (“Account”), have a valid account on a social networking service (“SNS”) through which you can connect to the Service, as permitted by the Service (each such account, a “Third-Party Account”), and/or have an account with the app store from which you downloaded the Application. Coverd reserves the right, but has no obligation, to request additional information from you to verify your identity in order to comply with laws and regulations governing payments, safeguard the integrity of the Service, and reduce the risk of fraud, money laundering, terrorist financing, and the violation of trade sanctions. Information that Coverd or a third party acting on its behalf may request, or seek to confirm, may include your full legal name, mailing address, phone number, date of birth, taxpayer identification number (e.g. Social Security Number), bank account information, and a form of government-issued identification.
(a) You acknowledge that we, or a third party acting on our behalf, are entitled to conduct any verification checks (including but not limited to age and identity verifications and credit background checks) that we may reasonably require and/or that are required of us under applicable laws and regulations or by relevant regulatory authorities. You agree to comply with all verification checks in a timely manner.
(b) You agree that we may restrict your opening or use of a User Account pending any verification checks having been completed to our satisfaction.
(c) In the event that any verification check cannot be completed for any reason, including your failure to provide any requested documentation, then we may, in our sole discretion, terminate deactivate or otherwise restrict your User Account.
(d) You acknowledge and agree that we may use third party service providers to run external identification, location verification and other verification checks based on the information provided by you from time to time. You may require that you must enable and allow “Locations Services” on your device or PC in order to operate the Service or access your User Account.
4.2 Access Through an SNS. The Service may allow you to link your Account with a Third-Party Account by allowing Coverd to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Coverd and/or grant Coverd access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Coverd to pay any fees or making Coverd subject to any usage limitations imposed by such third-party service providers. By granting Coverd access to any Third-Party Account, you understand that Coverd may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through the Service via your Account. Unless otherwise specified in this Agreement, all SNS Content is considered to be Your Content for all purposes of this Agreement. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Service. If a Third-Party Account or associated service becomes unavailable, or Coverd’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Service. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Service. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND COVERD DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Coverd makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Coverd is not responsible for any SNS Content.
4.3 Registration Data. In registering an account on the Service, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
4.4 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Coverd. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You may not share your Account or password with anyone, and you agree to notify Coverd immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete or not current, or Coverd has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, Coverd has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. Coverd reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Service if you have been previously removed by Coverd, or if you have been previously banned from any of the Service. Without limiting the foregoing, you also agree:
(a) In the event you open or try to open more than one User Account, all User Accounts you have opened or try to open may then be terminated or suspended any prizes or Virtual Coins balances may be voided.
(b) If you lose access to your User Account, you must not register a new User Account. Rather, you must contact customer support via help@coverd.us to have your User Account status updated.
(c) You are required to keep your personal details up to date. If you change your address, email, phone number or any other contact details or personal information, please contact customer support. The name that you provide to us at registration must be match any identification you provide for your User Account verification.
(d) During the registration process, you will be required to select a password unless you access your User Account through a Third Party Account in which case your Third Party Account password will apply.
(e) You will not access or use a User Account which has been rented, leased, sold, traded, or otherwise transferred from the User Account creator without our written permission.
(f) You are responsible for maintaining the confidentiality of your User Account and accept responsibility for all uses of the User Account, including any purchases (whether or not authorized by you).
(g) We reserve the right to close your User Account if it is inactive for a period of sixty days or longer. You agree that we are not required to give notice to you prior to taking such action, although we may choose to do so in our sole discretion.
(h) If you wish to close your User Account, you may do so at any time by contacting customer support. Closing your User Account will forfeit all continued access to and right to use, enjoy or benefit from any Virtual Coins associated with your User Account.
(i) We reserve the right to refuse to open or the right to close a User Account at our sole discretion.
(j) User Account registrations may be limited to one User Account registration per person or per IP address at our sole discretion.
(k) We reserve the right, at our sole discretion, to deactivate or suspend your User Account (notwithstanding any other provision contained in this Agreement) where we have reason to believe that you have played or are likely to play in tandem with other player(s) as part of a club, syndicate, group, etc., or played the Games in a coordinated manner with other player(s) involving the same (or materially the same) actions, decisions, or selections.
4.5 Necessary Equipment and Software. You must provide all devices and other equipment or software necessary to access or use the Service. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Service.
5. GAMES AND PROMOTIONS.
5.1 In addition to these Terms, Games offered on the Service may have their own rules which are available on the Service. It is your responsibility to read the rules of a Game before playing. You must familiarize yourself with the applicable terms of play and read the relevant rules before playing any Game.
5.2 Purchases. In order to make any purchases on the Service, you must first link an eligible credit card account to your Account (a “Linked Card”). Your use of such Linked Cards is governed by your agreement with the applicable credit card issuer, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities in connection with your use of, and transactions made on, such credit cards. By linking a Linked Card, you hereby agree that Coverd and its third-party service providers may access and use transaction information regarding transactions made on Linked Cards to provide the Service to you. After you have a Linked Card associated with your Account, you may select certain transactions or purchases relating to that credit card account for which you wish to participate in a Contest.
(a) The name on your Linked Card must match the name on your User Account. If it comes to our attention that the name you registered on your User Account and the name linked to your Linked Card differ, your User Account will be suspended, purchases may be voided, and any Virtual Coins balance may be adjusted accordingly. You must promptly notify us if your Linked Card is cancelled, lost or stolen or if the security of Your Linked Card has otherwise become compromised.
(b) You acknowledge and agree that we may, from time to time and without notice, appoint one or more Payment Agents to process or make payments from or to you on our behalf.
(c) You agree that we and/or our Payment Agents appointed by us from time to time may store your Linked Card details to process future purchases. By accepting this Agreement, you authorize us and/or our Payment Agents to store your payment credentials in compliance with applicable payment processing regulations.
(d) A Payment Agent will have the same rights, powers and privileges that we have under this Agreement and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In no event will we be liable to you for any loss, damage or liability resulting from the Payment Agent’s negligence and/or acts beyond the authority given by us.
(e) All purchases will be in USD.
(f) If You make a purchase, the purchased, licensed Virtual Coins may be added to your User Account instantaneously unless there is any delay due to situations outside our control, including without limitation a force majeure event, poor internet connectivity, internet failure or electricity outages.
(g) When You make a purchase, it will appear on your statement as a purchase from “Coverd”
(h) When You make a purchase, you will receive two confirmations: (i) an on-screen confirmation that the transaction has taken place; and (ii) an email to the email address on your User Account confirming that the transaction has taken place.
(i) When you log into your User Account, your licensed Virtual Coins balance will be displayed in the upper right-hand corner of your screen, both on the Website and on any Application.
(j) Virtual Coins will automatically expire in the event a User Account becomes Dormant. For the purpose of these Terms “Dormant” means there has been no game play activity utilizing Virtual Coins for a consecutive period of sixty (60) days.
(k) You agree and understand that you remain solely responsible for payment of all amounts due (or remaining due) on your Linked Card account. Coverd is not a loan or debt servicer and is not making payments on your behalf. Coverd is not responsible for any late fees or other charges associated with your Linked Card account. Coverd is not responsible for any delays in payment to your Linked Card account or any delays in crediting payments by the issuer to your balance due on such account.
5.3 Promotions.
(a) All promotions, contests, and special offers are subject to this Agreement, the official rules of the promotion, contest, or special offer, and any additional terms that may be published at the time of the promotion, contest or special offer.
(b) We reserve the right to withdraw or alter any such promotions without prior notice to you at our sole discretion.
(c) We reserve the right at our sole discretion and without any requirement to provide a justification to exclude you from any promotions, contests or special offers that may be offered from time to time.
(d) We reserve the right to exclude you from any promotions, contests or special offers if we believe that you have tried to enter said promotions, contests or special offers by using more than one User Account or are otherwise engaging in any fraudulent or illegal activity (including participation that would be in breach of the law in your local jurisdiction), whether or not you would have or might have won but for such activity. Where multiple entries/User Accounts have been used, we reserve the right to suspend those User Accounts and withhold any promotional benefits.
(e) You confirm that you grant us an irrevocable, perpetual, worldwide, non-exclusive, royalty-free License to use in whatever way we see fit, and without further acknowledgement of you as the author, any content You post or publish as part of a promotion, contest or competition.
6. RESPONSIBILITY FOR CONTENT.
6.1 Types of Content. You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Coverd, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available (“Make Available”) through the Service, including the SNS Content (“Your Content”), and that other users of the Service, and not Coverd, are similarly responsible for all Content that they Make Available through the Service (“User Content”).
6.2 Storage. Unless expressly agreed to by Coverd in writing elsewhere, Coverd has no obligation to store any of Your Content. Coverd has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain features and functionality of the Service may enable you to specify the level at which the Service restricts access to Your Content. In such cases, you are solely responsible for applying the appropriate level of access to Your Content. If you do not choose a level of access, the system may default to its most permissive setting. You agree that Coverd retains the right to create reasonable limits on Coverd’s use and storage of Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Service and as otherwise determined by Coverd in its sole discretion.
7. OWNERSHIP.
7.1 The Service. Except with respect to Your Content, you agree that Coverd and its suppliers or licensors own all rights, title, and interest in the Service (including but not limited to, any Game, User Account, computer code, themes, objects, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and Coverd software). You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.
7.2 Trademarks. “COVERD” and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of Coverd and may not be used without permission in connection with your, or any third-party’s, products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.
7.3 Your Content. Coverd does not claim ownership of Your Content. However, when you Make Available any Content on or to the Service, you represent and warrant that you own and/or have sufficient rights to Your Content to grant the license set forth in Section 7.4 (License to Your Content).
7.4 License to Your Content. Subject to any applicable Account settings that you select and our Privacy Policy, you grant Coverd a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of operating, improving, and providing the Service to you and to our other users, including without limitation to train algorithmic models and all other lawful business purposes. Please remember that other users may be able to search for, see, use, modify and/or reproduce any of Your Content that you submit to any area of the Service that is accessible by other users.
7.5 Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Service, you hereby expressly permit Coverd to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
7.6 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Coverd through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own risk and that Coverd has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Coverd a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Coverd’s business.
8. USER CONDUCT AND CERTAIN RESTRICTIONS. As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service; (ii) participate in any features of the Service on the behalf of any other person; (iii) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form); (iv) use any metatags or other “hidden text” using Coverd’s name or trademarks; (v) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (vi) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vii) remove or destroy any copyright notices or other proprietary markings contained on or in the Service; (viii) impersonate any person or entity, including any employee or representative of Coverd; (ix) interfere with or attempts to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service; or (x) take any action or Make Available any Content on or through the Service that: (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (B) constitutes unauthorized or unsolicited advertising, junk or bulk email; or (C) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Coverd’s prior written consent. Furthermore, Your Content in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Coverd in its sole discretion. You may not post or Make Available a photograph of another person without that person’s permission. The rights and licenses granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by Coverd pursuant to this Agreement.
9. INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT. Coverd may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Service and/or Content, including Your Content and User Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.
Without limiting the foregoing, Coverd reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Coverd; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if Coverd otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, Coverd, may, at its sole discretion immediately terminate your license to use the Service, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
If Coverd believes that criminal activity has occurred, Coverd reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Service, including Your Content, in Coverd’s possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Coverd, its users or the public, and all enforcement or other government officials, as Coverd in its sole discretion believes to be necessary or appropriate.
10. INTERACTIONS WITH OTHER USERS.
10.1 User Responsibility. You are solely responsible for your interactions with other users of the Service and any other parties with whom you interact through the Service; provided, however, that Coverd reserves the right, but has no obligation, to intercede in any disputes between you and any other users. You agree that Coverd will not be responsible for any liability incurred as the result of your interactions with other users.
10.2 Content Provided by Other Users. The Service may contain User Content provided by other users. Coverd is not responsible for and does not control User Content. Coverd does not approve or endorse, or make any representations or warranties with respect to, User Content. You use all User Content and interact with other users at your own risk.
11.1 Third-Party Websites, Applications and Ads. The Service may contain links to third-party websites, applications and advertisements for third parties (collectively, the “Third-Party Services”). When you click on a link to a Third-Party Service, we will not warn you that you have left the Service and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Coverd. Coverd is not responsible for any Third-Party Services. Coverd provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Service, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
11.2 Payment Processing Services. Payments for purchases through the Service may be processed by Payment Agents. If you make a purchase on the Service, you may be required to provide your payment details and any additional information required to complete your order directly to the Payment Agent. By making any purchase through the Service, you agree to be bound by such Payment Agent’s terms of use and privacy policy. You authorize Coverd and its Payment Agents to share any information and payment instructions you provide with each other to the minimum extent required to complete your transactions. As part of your relationship with us, and to provide you with the services or products you requested, you acknowledge and agree that:
(a) We use Method Financial (“Method”), a third party service, to validate your identity and prevent fraud. You authorize your wireless carrier to use or disclose information about you and your wireless device, if available, to Method or its service provider for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. See Method's Privacy Policy for how they treat your data;
(b) You authorize Method to obtain a consumer report and information about you from one or more consumer reporting agencies ("credit pull"). You understand the credit pull is a soft inquiry that will not impact your credit score. Method will use this information solely in connection with identifying and obtaining data on your liability/debt accounts such as account number, type, balance, interest rate, payoff information, late fees, payment history, etc. ("Account Data");
(c) You authorize and direct Method to act on your behalf to access and obtain the Account Data from your financial institutions, lenders, creditors, and service providers, or any of their third parties, and you consent to Method sharing the Account Data with us. Your authorization, direction, and consent remains effective for the duration of your business relationship with us, solely for the purpose of providing you with services or products that you may request from us from time to time;
(d) You acknowledge and agree to Method's Privacy Policy (https://methodfi.com/legal/privacy) and Terms of Service (https://methodfi.com/legal/terms).
11.3 Third-Party Application Access. With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
11.4 Accessing and Downloading the Application from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) this Agreement is concluded between you and Coverd only, and not Apple, and (ii) Coverd, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Coverd and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Coverd.
(d) You and Coverd acknowledge that, as between Coverd and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Coverd acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Coverd and Apple, Coverd, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
(f) You and Coverd acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
13. Indemnification. You shall indemnify and hold Coverd, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Coverd Party” and collectively, the “Coverd Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) Your Content; (ii) your use of, or inability to use, the Service; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; or (v) your violation of any applicable laws, rules or regulations. Coverd reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Coverd in asserting any available defenses. This provision does not require you to indemnify any of the Coverd Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.
14.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE COVERD PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE.
(a) THE COVERD PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) From time to time, Coverd may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Coverd’s sole discretion. The provisions of this section apply with full force to such features or tools.
14.2 No Liability for Conduct of Third Parties. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE COVERD PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COVERD PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU UNDERSTAND THAT COVERD DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. COVERD MAKES NO WARRANTY THAT THE GOODS OR SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
15.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE COVERD PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY COVERD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICE; (ii) ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A COVERD PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COVERD PARTY’S NEGLIGENCE; OR FOR (A) ANY INJURY CAUSED BY A COVERD PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
15.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COVERD PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO Coverd by you during the THREE-month period prior to the act, omission or occurrence giving rise to such liability; (ii) $100; or (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A COVERD PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COVERD PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A COVERD PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
15.3 User Content. COVERD ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
15.4 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
15.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COVERD AND YOU.
16. PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT. It is Coverd’s policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Coverd by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Service of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for Coverd’s designated agent for notice of claims of infringement is as follows:
Eric Xu
11 Park Pl, 3rd Fl #436, New York, NY 10007
17. TERM AND TERMINATION.
17.1 Term. The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.
17.2 Termination of Service by Coverd. If you have materially breached any provision of this Agreement, or if Coverd is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), Coverd has the right to, immediately and without notice, suspend or terminate any Service provided to you. Coverd reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. You agree that all terminations for cause are made in Coverd’s sole discretion and that Coverd shall not be liable to you or any third party for any termination of your Account.
17.3 Termination by You. If you want to terminate this Agreement, you may do so by (i) notifying Coverd at any time and (ii) closing your Account for the Service. Your notice should be sent, in writing, to Coverd’s address set forth below.
17.4 Effect of Termination. Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Account for cause, we may also bar your further use or access to the Service. Coverd will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
17.5 No Subsequent Registration. If this Agreement is terminated for cause by Coverd or if your Account or ability to access the Service is discontinued by Coverd due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.
18. INFORMAL DISPUTE RESOLUTION. There might be instances when a Dispute arises between you and Coverd. If that occurs, Coverd is committed to working with you to reach a reasonable resolution. You and Coverd agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Coverd therefore agree that before either party commences arbitration against the other (or initiates an action in court as may be permitted by this Agreement), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Coverd that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to info@coverd.us or regular mail to our offices located at 11 Park Pl, 3rd Fl #436, New York, NY 10007 The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel (if any); and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in the Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration or initiating litigation as may be permitted by this Agreement. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
19. BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
PLEASE READ THIS ARBITRATION & CLASS ACTION WAIVER AGREEMENT (THE “ARBITRATION AGREEMENT”) CAREFULLY BECAUSE IT REQUIRES YOU AND COVERD TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMIT THE MANNER IN WHICH YOU AND COVERD CAN SEEK RELIEF FROM EACH OTHER. THIS ARBITRATION AGREEMENT APPLIES TO ANY CLAIMS YOU OR COMPANY CURRENTLY POSSESS AND ANY CLAIMS THE PARTIES MAY RAISE IN THE FUTURE. WHILE YOU MUST AGREE TO THESE TERMS OF USE IN ORDER TO USE THE SERVICE, IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, THERE IS AN OPTION, DESCRIBED BELOW IN SECTION 16.14, TO OPT OUT OF THE ARBITRATION PROVISIONS. THE OPTION TO OPT-OUT IS TIME-LIMITED TO THIRTY (30) DAYS OF ENTERING THIS ARBITRATION AGREEMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you reside in or access the Service at any time while located in the United States, this Arbitration Agreement shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms of Service.
THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH SETS FORTH HOW PAST, PENDING OR FUTURE DISPUTES BETWEEN YOU AND COVERD SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION.
ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY.
19.1 Acceptance of Terms. By using, or otherwise accessing the Service, or clicking to accept or agree to this Agreement where that option is made available, you confirm that you have read and accept and agree to this Arbitration Agreement. Except to the extent that you may opt-out as provided below, all of your activity on the Website or Platform and all or your transactions with Coverd, including all events which occurred before your acceptance of this Arbitration Agreement, shall be subject to this Arbitration Agreement.
19.2 Scope of Agreement to Arbitrate. You and Coverd agree that any past, pending, or future dispute, claim or controversy arising out of or relating to any purchase or transaction by you, your access to or use of any Platform or the Service, or to this Arbitration Agreement, the Terms of Use, or Privacy Policy (including without limitation any dispute concerning the breach, enforcement, construction, validity, interpretation, enforceability, or arbitrability of this Agreement or the Terms of Use) (a “Dispute”), shall be determined by arbitration, including claims that arose before acceptance of any version of this Arbitration Agreement. In addition, in the event of any Dispute concerning or relating to this Arbitration Agreement — including the scope, validity, enforceability, or severability of this Arbitration Agreement or its provisions, as well as the arbitrability of any claims—you and Coverd agree and delegate to the Arbitrator the exclusive jurisdiction to rule on their own jurisdiction over the Dispute, including any objections with respect to the scope, validity, enforceability, or severability of this Arbitration Agreement or its provisions, as well as the arbitrability of any claims or counterclaims presented as part of the Dispute.
19.3 Notwithstanding the above provision and agreement to arbitrate, all parties retain the right to seek relief in a small claims court for disputes or claims solely within the scope of a small claim’s court jurisdiction.
19.4 Lack of Estoppel or Preclusive Effect. The parties agree that any issues determined in arbitration or any other proceeding between the parties shall be conducted and decided for the benefit of the parties or express third party beneficiaries only and shall have no preclusive or estoppel effect against a party in any subsequent or other arbitration or litigation matter, such that all issues shall be decided anew in any subsequent or other proceedings involving either party. The parties reach this agreement in order to narrowly and efficiently tailor their legal positions without concern that any third party may attempt to offensively use any finding or determination of fact or law against You or Coverd.
19.5 Third-Party Beneficiaries. You further agree and intend that this Arbitration Agreement and the Agreement are entered into for the express benefit of your spouse, heirs, children and next-of-kin and shall bind same to the extent of any claims arising from your use of the Service which is brought by them or by any person for the use or benefit of your spouse, heirs, children and next-of-kin. Coverd agrees also that this Arbitration Agreement is intended to benefit and shall bind any successor-in-interest or assignee of Coverd.
19.6 Intellectual Property. Notwithstanding the requirement to arbitrate in this Section 19, you and Coverd are NOT required to arbitrate any claims for the alleged unlawful use of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents, and the parties agree that in the event of infringement of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents of a party, they shall also be entitled to seek injunctive relief from a court of competent jurisdiction, and the parties shall not be able to hold out a user’s access to the Service as a basis to enforce this arbitration agreement as to such claims.
19.7 Separate Agreement. The parties acknowledge that this Arbitration Agreement is a separate agreement between the parties governed by the Federal Arbitration Act, and that any alleged or determined invalidity or illegality of all or any part of the Terms of Use, the Service, the Platform, or the Privacy Policy shall have no effect upon the validity and enforceability of this Agreement.
19.8 Applicable Law. While the Federal Arbitration Act shall control, to the extent the law of any state is applied or considered with respect to issues bearing upon the enforceability or scope of this Arbitration Agreement, the parties agree that the law of the State of Delaware shall exclusively apply, notwithstanding any consideration or application of choice of law or conflicts of law principles.
INITIATING ARBITRATION UNDER JAMS RULES
19.9 Following the conclusion of the initial dispute resolution process required by Section 18, you or Coverd may seek arbitration of a Dispute in accordance with the provisions of this Arbitration Agreement. You and Coverd agree that JAMS (“JAMS”) will administer the arbitration under its Comprehensive Arbitration Rules and Procedures (“JAMS Rules”) in effect at the time arbitration is sought (“JAMS Rules”). The parties further agree that, to the extent applicable, the JAMS Mass Arbitration Procedures and Guidelines shall apply. The JAMS Rules referenced above are available at https://www.jamsadr.com/adr-rules-procedures/.
19.10 You and Coverd further agree:
(a) The arbitration will be handled on the merits by a sole arbitrator. The parties agree that any JAMS arbitrator appointed, including merits and process arbitrators, must have the following minimum qualification: practicing attorneys or retired federal court judges who have at least ten years of substantive expertise in litigating and resolving of complex business disputes, including motions to compel arbitration and litigation or adjudication regarding whether disputes are arbitrable;
(b) For purpose of Sections 16.1 and 16.2 of the JAMS Rules, the JAMS Streamlined Arbitration Rules and Procedures and JAMS Expedited Procedures shall not apply unless otherwise explicitly agreed to by all parties to the Dispute;
(c) In lieu of JAMS Rule 15, the parties shall be presented with a list of eight (8) potential arbitrators, be allowed three (3) strikes and the parties shall rank those potential arbitrators in order of preference. JAMS shall select the arbitrator with the highest combined preference (e.g., if both parties select a potential arbitrator as their top preference, that arbitrator will be selected). To the extent a process arbitrator is appointed pursuant to the JAMS Rules, the selection process shall also be as prescribed in this paragraph;
(d) In lieu of JAMS Rule 18, the parties shall have the right to submit a dispositive motion at the outset of the arbitration to the Arbitrator in order to resolve issues other than the ultimate issue of fact. The submission and scheduling of such motions shall be addressed at a conference held before the JAMS arbitrator, and the Parties agree that any dispositive motions shall be resolved and the remainder of the arbitral proceeding stayed pending resolution, absent good cause and immediate necessity to proceed.
(e) Unless and only to the extent prohibited under JAMS Rules, the arbitration will be held in Delaware or, at either your or our election, will be conducted telephonically or via other remote electronic means;
(f) The JAMS Rules will govern payment of all arbitration fees, currently available at https://www.jamsadr.com/arbitration-fees, You will only be required to pay arbitration fees of $250 in connection with any arbitration initiated under this Section 19, but You will still be responsible for paying your own attorneys’ fees;
(g) Except as otherwise waived or limited under this Agreement or this Arbitration Agreement, the JAMS arbitrator shall be authorized to award any remedies, including equitable or injunctive relief, that would be available in an individual lawsuit except:
(i) In any arbitration arising out of or related to this Arbitration Agreement, the arbitrator(s) are not empowered to award punitive or exemplary damages, and the parties waive any right to recover any such damages; and
(ii) In any arbitration arising out of or related to this Arbitration Agreement, the arbitrator(s) may not award any incidental, indirect or consequential damages, including damages for lost profits;
(h) The arbitration decision and award shall consist of a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, as to each claim. Unless the parties agree otherwise, the award shall be a reasoned award and contain a concise written statement of the reasons for the award;
(i) Except as and to the extent otherwise may be required by law, the arbitration proceeding, pleadings, and any award shall be treated as confidential and shall not be used by the parties except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its confirmation and enforcement.
(j) In the event JAMS is unavailable or unwilling to hear the dispute in accordance with this Arbitration Agreement, the parties shall agree to, or a court shall select, another arbitration provider subject to the procedural agreements of this Section 19; and
(k) You and Coverd agree that any award issued by the Arbitrator in excess of $50,000 in favor of either party, or any award which grants any form of declaratory or equitable relief that would significantly impact other Coverd users or the operation of the Platform, may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election. The JAMS Optional Arbitration Appeal Procedures are available at https://www.jamsadr.com/adr-rules-procedures/.
19.11 Batch Arbitration/Mediation. To increase efficiency of resolution, in the event 20 or more similar arbitration demands against Coverd, presented by or with the assistance of the same law firm or organization or group of law firms or organizations working in coordination, are submitted to JAMS in accordance with the rules described above within a 60-day period, JAMS shall consolidate those arbitrations as contemplated in the JAMS Mass Arbitration Rules. Following the submission, initial presentation and resolution of briefing and motion practice contemplated in Section 19.10(d) on dispositive issues other than the ultimate issue of fact, to the extent claims and issues remain pending, JAMS shall group the arbitration demands into a first batch of no more than 25 demands to be set for resolution as a single arbitration. Once resolution of the first batch has concluded (or sooner if the parties agree), counsel for the parties must engage in a single mediation before a JAMS mediator of all remaining demands from claimants. Counsel for the parties must agree on a mediator within thirty (30) days after conclusion of the first batch. If the parties cannot agree on a JAMS mediator within 30 days, JAMS will appoint a JAMS mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed. If the parties are unable to resolve their demands by mediation, JAMS shall continue to batch the remaining arbitration demands into batches of no more than 100 demands per batch (plus, to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands) for administration. A single arbitration with one set of filing and administrative fees and one arbitrator will be assigned per batch. For avoidance of doubt, consolidation does not require that all arbitrations in a single batch be decided the same, nor does it impair your right to present any evidence or argument that you think particular to your case, so long as it is consistent with JAMS Rules. You agree to cooperate in good faith with the Company and JAMS to implement such a batch approach to resolution and fees and to efficiently consolidate discovery, submission of evidence, and motion practice.
19.12 By signing a demand for arbitration, a party certifies, to the best of their knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law (including attorney’s fees) for either party’s violation of this requirement.
OPTION AND PROCEDURE TO OPT OUT OF ARBITRATION
19.13 IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, YOU MAY OPT OUT OF THE AGREEMENT TO ARBITRATE BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT-OUT, THE ARBITRATION PROVISIONS WILL APPLY RETROACTIVELY TO ALL CLAIMS YOU MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT.
19.14 OPT-OUT. IF YOU DO NOT WISH TO AGREE TO THE PROVISIONS OF THIS SECTION 19 AGREEMENT REQUIRING ARBITRATION AND CLASS ACTION WAIVER AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, YOU MUST, WITHIN THIRTY (30) DAYS OF ENTERING THIS AGREEMENT, SEND AN EMAIL TO help@coverd.us WITH THE SUBJECT “OPT-OUT”. **REQUESTS TO OPT OUT AFTER THE 30 DAY PERIOD SHALL NOT BE EFFECTIVE.**
19.15 Whether to agree to arbitration is an important decision. It is your decision to make and you are not required to rely solely on the information provided in these Terms of Use. You should take reasonable steps to conduct further research and to consult with counsel (at your expense) regarding the consequences of your decision.
WAIVER OF CLASS RELIEF AND COLLECTIVE ACTION
19.16 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR COVERD SHALL BE ENTITLED TO ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY. YOU MAY ONLY ARBITRATE OR LITIGATE ON AN INDIVIDUAL CLAIMS BASIS ONLY AND FOR YOUR OWN LOSSES ONLY. UNDER THIS ARBITRATION AGREEMENT, YOU MAY NOT PROCEED IN ARBITRATION OR COURT AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OR USE OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. YOU AND COVERD ARE EACH WAIVING RESPECTIVE RIGHTS TO PARTICIPATE IN A CLASS ACTION. BY ACCEPTING THIS ARBITRATION AGREEMENT, YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN ANY PAST, PENDING OR FUTURE CLASS ACTION OR ANY OTHER CONSOLIDATED OR REPRESENTATIVE PROCEEDING, INCLUDING ANY PROCEEDING EXISTING AS OF THE DATE YOU AGREED TO THIS ARBITRATION AGREEMENT.
19.17 Severability. This Arbitration Agreement applies solely to the extent permitted by law. If for any reason any provision of this Arbitration Agreement or portion thereof, is found to be unlawful, void, or unenforceable, that part of this Arbitration Agreement will be deemed severable and shall not affect the validity and enforceability of the remainder of this Arbitration Agreement which shall continue in full force and effect. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of the agreement, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
END OF SECTION 19 ARBITRATION AGREEMENT
20. WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE PLATFORM OR SERVICE OR ANY TRANSACTIONS BETWEEN THE PARTIES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.
21. GENERAL PROVISIONS.
21.1 Electronic Communications. The communications between you and Coverd may take place via electronic means, whether you visit the Service or send Coverd emails, or whether Coverd posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Coverd in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Coverd electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
21.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Coverd’s prior written consent. Coverd may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
21.3 Force Majeure. Coverd shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
21.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us using the information below. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Email: info@coverd.us
Phone: +1 929-594-5018
Address: Coverd, Inc.
11 Park Pl, 3rd Fl #436
New York, NY, 10007
21.5 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
21.7 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Coverd agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Delaware.
21.8 Governing Law. SUBJECT TO THE ARBITRATION AGREEMENT CONTAINED IN SECTION 19, WHICH IS GOVERNED BY THE FEDERAL ARBITRATION ACT, ThIS AGREEMENT and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the AGREEMENT. To the extent this governing law provision is finally determined to be unenforceable as it relates to the use of the Service, the parties agree that the governing law shall in such event be the applicable law in the jurisdiction in which the user who is a party to the dispute properly utilizes the services. Nothing herein is intended to limit a party's right to appeal a determination by a court of law that the laws of the State of Delaware are unenforceable.
21.9 Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.
21.10 Notice. Where Coverd requires that you provide an email address, you are responsible for providing Coverd with a valid and current email address. In the event that the email address you provide to Coverd is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Coverd’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Coverd at the following address: info@coverd.us. Such notice shall be deemed given when received by Coverd by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
21.11 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
21.12 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
21.13 Export Control. You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Coverd are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Coverd products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
21.14 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Terms of Service
Last Updated Date: Feb 21, 2025
Welcome and thank you for your interest in Coverd Inc. (“Coverd”, “we”, “us” or “our”). This Terms of Use Agreement (“Terms of Use”, and together with any applicable Supplemental Terms (as defined in Section 3.2 (Supplemental Terms), the “Agreement”) describes the terms and conditions that apply to your use of (i) the website located at www.coverd.us and its subdomains (collectively, the “Website”, “Site”, or “Platform”), (ii) any mobile application(s) that we offer subject to these Terms of Use (each, an “Application”), and (iii) the services, content, and other resources available on or enabled via our Website or any Application, including without limitation the creation of your Coverd user account (“User Account” or “Account”), use of the games, promotions or contests (collectively or individually, “Games” or “Contests”) on the Site or Application, and any transactions or dealings with us in any way (collectively, with our Applications and Website, the “Service”).
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BROWSING THE WEBSITE OR DOWNLOADING THE APPLICATION, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE AT LEAST 18 YEARS OF AGE or the minimum legal age of majority whichever is higher in the jurisdiction in which you are located at the time of accessing or using the Service and are, under the laws of the jurisdiction(s) applicable to you AND A UNITED STATES CITIZEN LOCATED IN THE UNITED STATES (EXCLUDING Idaho, Louisiana, Michigan, Montana, AND Nevada), (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.IMPORTANT NOTICES:
THIS WEBSITE AND THE SERVICE DO NOT OFFER “REAL MONEY GAMBLING.” NO ACTUAL MONEY IS REQUIRED TO PLAY, AND THE SERVICE IS INTENDED FOR ENTERTAINMENT PURPOSES ONLY.
SECTION 19 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND COVERD. AMONG OTHER THINGS, SECTION 19 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 19 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 19 (ARBITRATION AGREEMENT) CAREFULLY.
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 19) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 19.14 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
IT IS AN EXPRESS CONDITION OF THIS AGREEMENT THAT ANY CLAIMS YOU MAY HAVE AGAINST COVERD ARISING FROM ANY past, present or future USE OF tracking software, including BUT NOT LIMITED TO USE OF A Meta Pixel, “cookies,” “GET requests” or JavaScript in HTML code of THE COMPANY’S website that intercepts, tracks, stores, and analyzes your interactions with THE COMPANY’S website FOR PURPOSES OF OBTAINING data or targeted advertisement ARE HEREBY FULLY WAIVED, RELEASED AND COMPROMISED. COVERD shall have no liability to You for any past, PRESENT OR FUTURE claims arising out of or related to the use OF tracking technology.
The Agreement IS subject to change by Coverd in its sole discretion at any time AS SET FORTH IN SECTION 21.6 (Agreement updates).
1. VIRTUAL COINS AND GAMES
1.1 Virtual Coins. The Service includes a License (as defined below) to you to use virtual tokens to play all Games on the Site, including, but not limited to, chips, coins, credits, or points (collectively, “Virtual Coins”), that may be provided for use on the Platform. No matter the reference or format of the Games, Virtual Coins are non-transferrable and may be used subject to the License only. With the exception of “no purchase necessary” promotional contests or giveaways, there is no opportunity for a User on the Platform to win real-money or any prize while playing the Games, regardless of whether any purchase was made at any point by the User.
1.2 The License to Games and Virtual Coins. Subject to your agreement and continuing compliance with this Agreement, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable, license to access and use the Games and Virtual Coins solely for your personal, private entertainment on the Platform and for no other reason (the “License”). Other than this limited, personal, revocable, non-transferable, non-sublicensable License to use the Virtual Coins with the Service, you have no right or title in or to any such Virtual Coins appearing or originating with the Service, or any other attributes associated with use of the Service or stored within the Service. We have the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Coins as it sees fit in its sole discretion to the extent legally permissible, and we shall have no liability to You or anyone for the exercise of such rights.
1.3 No Right to Sell or Assign. The transfer or sale of Virtual Coins by you to any other person is strictly prohibited. You may NOT sell or assign your User Account to any other person under any circumstances. Any attempt to do so is in violation of this Agreement, will result in in closure and forfeiture of the User Account, and may result in a lifetime ban from the Service and possible legal action.
1.4 No Purchase Required. No purchase is required to set up a User Account or play Games. The Service is committed to at all times providing additional access to Virtual Coins or otherwise to free-to-play Games to users who deplete their balance of Virtual Coins. While it is never required to make any purchase in order to play the Games, users may, subject to the License, increase the number of certain Virtual Coins they may access for licensed use on the Service only, increase the variety of available Games, and remove advertisements by making a purchase. You understand and agree that any purchases are final and that we are not required to provide a refund for any reason. Virtual Coins are non-transferrable, and carry no cash value. All Virtual Coins under this License are forfeited if your User Account is terminated or suspended for any reason, in our sole and absolute discretion or if the Services are no longer available. To the extent legally permissible, if your User Account, or a particular subscription for the Service associated with your User Account, is terminated, suspended and/or if any Virtual Coins are selectively removed or revoked by us from your User Account, no refund will be granted, and no Virtual Coins will be credited to you or converted to cash or other forms of reimbursement.
1.5 This Agreement does not grant you any right, title or property or ownership interest in the Service or any Virtual Coins.
2. ELIGIBILITY
2.1 Your eligibility for continued use of the Service is contingent on your ongoing compliance with this Agreement, in particular:
(a) You are over 18 years of age or the minimum legal age of majority whichever is higher in the jurisdiction in which you are located at the time of accessing or using the Service and are, under the laws of the jurisdiction(s) applicable to you, legally allowed to participate in the Games and access the Service;
(b) You understand and accept that we are unable to provide you with any legal advice or assurances and that it is your sole responsibility to ensure that at all times you comply with the laws that govern you and that you have the complete legal right to use the Service;
(c) You will monitor your User Account and ensure that no child under the age of 18 can access the Service using your User Account. You accept full responsibility for any unauthorized use of the Service by minors and you acknowledge that you are responsible for any use of the Service, including use of your credit card or other payment instrument by minors;
(d) You do not access the Games or Service from the states of Idaho, Louisiana, Michigan, Montana or Nevada or any jurisdiction outside the United States or as otherwise posted within this Agreement or on the Platform (the “Restricted Territories”);
(e) You participate in the Games strictly in your personal capacity for recreational and entertainment purposes only;
(f) You further represent and warrant that all information you supply to us is complete and accurate. Knowingly submitting incomplete or inaccurate information may result in immediate termination of your User Account, revocation of any License from us, and any further participation or access to the Service, at Coverd’s sole discretion, to the extent legally permissible;
(g) You will not be involved in any fraudulent or other unlawful activity in relation to your participation in the Service, including without limitation any of the Games and you will not use any software-assisted methods or techniques (including but not limited to “bots” designed to play automatically, by using a VPN, proxy or similar service that masks or manipulates the identification of your real location, or by otherwise providing false or misleading information about your location) for your participation in any of the Games or use of the Service. We reserve the right to invalidate any participation in the event of such behavior;
(h) If, in the reasonable opinion of Coverd, we form the view that a player is abusing any promotion, to derive any advantage or gain for themselves or another player, including by way of fraudulent conduct, we may, at our sole discretion, withhold, deny or cancel any advantage, bonus or promotional prize as we see fit, or terminate or suspend the User Account of such player.
(i) You will not directly or indirectly participate in groups or take advantage of, or encourage others to participate in or take advantage of schemes, organizations, agreements, or groups designed to share: (a) hacks or money-making strategies; (b) special offers or packages emailed to a specific set of players and redeemable by URL; or (c) identification documents (including, but not limited to, photographs, bills and lease documents) for the purpose of misleading Coverd as to a player’s identity.
(j) In relation to any purchase, you must only use a valid form of payment accepted by the Service or its third party payment processing provider(s) (“Payment Agent(s)”) which lawfully belongs to you, and as set forth in more detail in Section 11.2 below.
(k) You must be legally competent to enter into contracts in your jurisdiction to use the Service.
Corporations, groups, and/or associated entities cannot enroll as users. If you are not eligible to participate, you are prohibited from accessing, using, and registering for the Service. The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your jurisdiction. These references do not imply that Coverd intends to announce such service or Content in your jurisdiction. The Service is controlled and offered by Coverd from its facilities in the United States of America. Coverd makes no representations that the Service is appropriate or available for use in other locations.
3. USE OF THE SERVICE. The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and Coverd, your right to access and use the Service, in whole or in part, is subject to this Agreement.
3.3 Updates. You understand that the Service is evolving. You acknowledge and agree that Coverd may update the Service with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Service. Any future release, update or other addition to the Service shall be subject to this Agreement.
3.4 AI Services. The Service may utilize artificial intelligence and deep learning platforms, algorithms, tools and models (“AI Services”) to generate new content (“Output”) in response to any prompts, comments, or questions that you provide (“Input”) including, but not limited to, chatbot functionality that responds to user requests with automated replies. You acknowledge and agree that Coverd may share your Inputs with the AI Services for this purpose and such AI Services may not be required to maintain the confidentiality of any of Your Content (as defined in Section 6.1 (Types of Content)). Further, you understand that additional license requirements may apply to certain AI Services, including that such AI Services may retain certain rights to use or disclose Your Content, including to further train their algorithmic models. You must review and comply with such requirements for the AI Services used. YOU, AND NOT COVERD, SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF THE AI SERVICES. YOU ACCEPT THAT THE AI SERVICES MAY PROVIDE INFORMATION THAT IS AN INACCURATE OR INAPPROPRIATE RESPONSE TO YOUR INPUT. YOU ACKNOWLEDGE AND AGREE THAT ANY DECISIONS YOU MAKE OR CONDUCT YOU ENGAGE IN AS A RESULT OF THE OUTPUT OR ANY OTHER AI SERVICE MADE AVAILABLE THROUGH COVERD OR ITS THIRD-PARTY PROVIDERS IS AT YOUR OWN RISK. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE AI SERVICES AND AGREE THAT COVERD WILL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY FOR THE AI SERVICES PROVIDING INACCURATE OR INAPPROPRIATE OUTPUT. COVERD WILL HAVE NO LIABILITY FOR THE UNAVAILABILITY OF ANY AI SERVICES, OR ANY THIRD PARTY’S DECISION TO DISCONTINUE, SUSPEND OR TERMINATE ANY AI SERVICES.
4. REGISTRATION.
4.1 Registering Your Account and Verification. In order to access certain features of the Service, you may be required to register an account on the Service (“Account”), have a valid account on a social networking service (“SNS”) through which you can connect to the Service, as permitted by the Service (each such account, a “Third-Party Account”), and/or have an account with the app store from which you downloaded the Application. Coverd reserves the right, but has no obligation, to request additional information from you to verify your identity in order to comply with laws and regulations governing payments, safeguard the integrity of the Service, and reduce the risk of fraud, money laundering, terrorist financing, and the violation of trade sanctions. Information that Coverd or a third party acting on its behalf may request, or seek to confirm, may include your full legal name, mailing address, phone number, date of birth, taxpayer identification number (e.g. Social Security Number), bank account information, and a form of government-issued identification.
(a) You acknowledge that we, or a third party acting on our behalf, are entitled to conduct any verification checks (including but not limited to age and identity verifications and credit background checks) that we may reasonably require and/or that are required of us under applicable laws and regulations or by relevant regulatory authorities. You agree to comply with all verification checks in a timely manner.
(b) You agree that we may restrict your opening or use of a User Account pending any verification checks having been completed to our satisfaction.
(c) In the event that any verification check cannot be completed for any reason, including your failure to provide any requested documentation, then we may, in our sole discretion, terminate deactivate or otherwise restrict your User Account.
(d) You acknowledge and agree that we may use third party service providers to run external identification, location verification and other verification checks based on the information provided by you from time to time. You may require that you must enable and allow “Locations Services” on your device or PC in order to operate the Service or access your User Account.
4.2 Access Through an SNS. The Service may allow you to link your Account with a Third-Party Account by allowing Coverd to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Coverd and/or grant Coverd access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Coverd to pay any fees or making Coverd subject to any usage limitations imposed by such third-party service providers. By granting Coverd access to any Third-Party Account, you understand that Coverd may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through the Service via your Account. Unless otherwise specified in this Agreement, all SNS Content is considered to be Your Content for all purposes of this Agreement. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Service. If a Third-Party Account or associated service becomes unavailable, or Coverd’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Service. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Service. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND COVERD DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Coverd makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Coverd is not responsible for any SNS Content.
4.3 Registration Data. In registering an account on the Service, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
4.4 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Coverd. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You may not share your Account or password with anyone, and you agree to notify Coverd immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete or not current, or Coverd has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, Coverd has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. Coverd reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Service if you have been previously removed by Coverd, or if you have been previously banned from any of the Service. Without limiting the foregoing, you also agree:
(a) In the event you open or try to open more than one User Account, all User Accounts you have opened or try to open may then be terminated or suspended any prizes or Virtual Coins balances may be voided.
(b) If you lose access to your User Account, you must not register a new User Account. Rather, you must contact customer support via help@coverd.us to have your User Account status updated.
(c) You are required to keep your personal details up to date. If you change your address, email, phone number or any other contact details or personal information, please contact customer support. The name that you provide to us at registration must be match any identification you provide for your User Account verification.
(d) During the registration process, you will be required to select a password unless you access your User Account through a Third Party Account in which case your Third Party Account password will apply.
(e) You will not access or use a User Account which has been rented, leased, sold, traded, or otherwise transferred from the User Account creator without our written permission.
(f) You are responsible for maintaining the confidentiality of your User Account and accept responsibility for all uses of the User Account, including any purchases (whether or not authorized by you).
(g) We reserve the right to close your User Account if it is inactive for a period of sixty days or longer. You agree that we are not required to give notice to you prior to taking such action, although we may choose to do so in our sole discretion.
(h) If you wish to close your User Account, you may do so at any time by contacting customer support. Closing your User Account will forfeit all continued access to and right to use, enjoy or benefit from any Virtual Coins associated with your User Account.
(i) We reserve the right to refuse to open or the right to close a User Account at our sole discretion.
(j) User Account registrations may be limited to one User Account registration per person or per IP address at our sole discretion.
(k) We reserve the right, at our sole discretion, to deactivate or suspend your User Account (notwithstanding any other provision contained in this Agreement) where we have reason to believe that you have played or are likely to play in tandem with other player(s) as part of a club, syndicate, group, etc., or played the Games in a coordinated manner with other player(s) involving the same (or materially the same) actions, decisions, or selections.
4.5 Necessary Equipment and Software. You must provide all devices and other equipment or software necessary to access or use the Service. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Service.
5. GAMES AND PROMOTIONS.
5.1 In addition to these Terms, Games offered on the Service may have their own rules which are available on the Service. It is your responsibility to read the rules of a Game before playing. You must familiarize yourself with the applicable terms of play and read the relevant rules before playing any Game.
5.2 Purchases. In order to make any purchases on the Service, you must first link an eligible credit card account to your Account (a “Linked Card”). Your use of such Linked Cards is governed by your agreement with the applicable credit card issuer, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities in connection with your use of, and transactions made on, such credit cards. By linking a Linked Card, you hereby agree that Coverd and its third-party service providers may access and use transaction information regarding transactions made on Linked Cards to provide the Service to you. After you have a Linked Card associated with your Account, you may select certain transactions or purchases relating to that credit card account for which you wish to participate in a Contest.
(a) The name on your Linked Card must match the name on your User Account. If it comes to our attention that the name you registered on your User Account and the name linked to your Linked Card differ, your User Account will be suspended, purchases may be voided, and any Virtual Coins balance may be adjusted accordingly. You must promptly notify us if your Linked Card is cancelled, lost or stolen or if the security of Your Linked Card has otherwise become compromised.
(b) You acknowledge and agree that we may, from time to time and without notice, appoint one or more Payment Agents to process or make payments from or to you on our behalf.
(c) You agree that we and/or our Payment Agents appointed by us from time to time may store your Linked Card details to process future purchases. By accepting this Agreement, you authorize us and/or our Payment Agents to store your payment credentials in compliance with applicable payment processing regulations.
(d) A Payment Agent will have the same rights, powers and privileges that we have under this Agreement and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In no event will we be liable to you for any loss, damage or liability resulting from the Payment Agent’s negligence and/or acts beyond the authority given by us.
(e) All purchases will be in USD.
(f) If You make a purchase, the purchased, licensed Virtual Coins may be added to your User Account instantaneously unless there is any delay due to situations outside our control, including without limitation a force majeure event, poor internet connectivity, internet failure or electricity outages.
(g) When You make a purchase, it will appear on your statement as a purchase from “Coverd”
(h) When You make a purchase, you will receive two confirmations: (i) an on-screen confirmation that the transaction has taken place; and (ii) an email to the email address on your User Account confirming that the transaction has taken place.
(i) When you log into your User Account, your licensed Virtual Coins balance will be displayed in the upper right-hand corner of your screen, both on the Website and on any Application.
(j) Virtual Coins will automatically expire in the event a User Account becomes Dormant. For the purpose of these Terms “Dormant” means there has been no game play activity utilizing Virtual Coins for a consecutive period of sixty (60) days.
(k) You agree and understand that you remain solely responsible for payment of all amounts due (or remaining due) on your Linked Card account. Coverd is not a loan or debt servicer and is not making payments on your behalf. Coverd is not responsible for any late fees or other charges associated with your Linked Card account. Coverd is not responsible for any delays in payment to your Linked Card account or any delays in crediting payments by the issuer to your balance due on such account.
5.3 Promotions.
(a) All promotions, contests, and special offers are subject to this Agreement, the official rules of the promotion, contest, or special offer, and any additional terms that may be published at the time of the promotion, contest or special offer.
(b) We reserve the right to withdraw or alter any such promotions without prior notice to you at our sole discretion.
(c) We reserve the right at our sole discretion and without any requirement to provide a justification to exclude you from any promotions, contests or special offers that may be offered from time to time.
(d) We reserve the right to exclude you from any promotions, contests or special offers if we believe that you have tried to enter said promotions, contests or special offers by using more than one User Account or are otherwise engaging in any fraudulent or illegal activity (including participation that would be in breach of the law in your local jurisdiction), whether or not you would have or might have won but for such activity. Where multiple entries/User Accounts have been used, we reserve the right to suspend those User Accounts and withhold any promotional benefits.
(e) You confirm that you grant us an irrevocable, perpetual, worldwide, non-exclusive, royalty-free License to use in whatever way we see fit, and without further acknowledgement of you as the author, any content You post or publish as part of a promotion, contest or competition.
6. RESPONSIBILITY FOR CONTENT.
6.1 Types of Content. You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Coverd, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available (“Make Available”) through the Service, including the SNS Content (“Your Content”), and that other users of the Service, and not Coverd, are similarly responsible for all Content that they Make Available through the Service (“User Content”).
6.2 Storage. Unless expressly agreed to by Coverd in writing elsewhere, Coverd has no obligation to store any of Your Content. Coverd has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain features and functionality of the Service may enable you to specify the level at which the Service restricts access to Your Content. In such cases, you are solely responsible for applying the appropriate level of access to Your Content. If you do not choose a level of access, the system may default to its most permissive setting. You agree that Coverd retains the right to create reasonable limits on Coverd’s use and storage of Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Service and as otherwise determined by Coverd in its sole discretion.
7. OWNERSHIP.
7.1 The Service. Except with respect to Your Content, you agree that Coverd and its suppliers or licensors own all rights, title, and interest in the Service (including but not limited to, any Game, User Account, computer code, themes, objects, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and Coverd software). You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.
7.2 Trademarks. “COVERD” and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of Coverd and may not be used without permission in connection with your, or any third-party’s, products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.
7.3 Your Content. Coverd does not claim ownership of Your Content. However, when you Make Available any Content on or to the Service, you represent and warrant that you own and/or have sufficient rights to Your Content to grant the license set forth in Section 7.4 (License to Your Content).
7.4 License to Your Content. Subject to any applicable Account settings that you select and our Privacy Policy, you grant Coverd a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of operating, improving, and providing the Service to you and to our other users, including without limitation to train algorithmic models and all other lawful business purposes. Please remember that other users may be able to search for, see, use, modify and/or reproduce any of Your Content that you submit to any area of the Service that is accessible by other users.
7.5 Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Service, you hereby expressly permit Coverd to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
7.6 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Coverd through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own risk and that Coverd has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Coverd a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Coverd’s business.
8. USER CONDUCT AND CERTAIN RESTRICTIONS. As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service; (ii) participate in any features of the Service on the behalf of any other person; (iii) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form); (iv) use any metatags or other “hidden text” using Coverd’s name or trademarks; (v) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (vi) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vii) remove or destroy any copyright notices or other proprietary markings contained on or in the Service; (viii) impersonate any person or entity, including any employee or representative of Coverd; (ix) interfere with or attempts to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service; or (x) take any action or Make Available any Content on or through the Service that: (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (B) constitutes unauthorized or unsolicited advertising, junk or bulk email; or (C) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Coverd’s prior written consent. Furthermore, Your Content in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Coverd in its sole discretion. You may not post or Make Available a photograph of another person without that person’s permission. The rights and licenses granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by Coverd pursuant to this Agreement.
9. INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT. Coverd may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Service and/or Content, including Your Content and User Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.
Without limiting the foregoing, Coverd reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Coverd; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if Coverd otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, Coverd, may, at its sole discretion immediately terminate your license to use the Service, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
If Coverd believes that criminal activity has occurred, Coverd reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Service, including Your Content, in Coverd’s possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Coverd, its users or the public, and all enforcement or other government officials, as Coverd in its sole discretion believes to be necessary or appropriate.
10. INTERACTIONS WITH OTHER USERS.
10.1 User Responsibility. You are solely responsible for your interactions with other users of the Service and any other parties with whom you interact through the Service; provided, however, that Coverd reserves the right, but has no obligation, to intercede in any disputes between you and any other users. You agree that Coverd will not be responsible for any liability incurred as the result of your interactions with other users.
10.2 Content Provided by Other Users. The Service may contain User Content provided by other users. Coverd is not responsible for and does not control User Content. Coverd does not approve or endorse, or make any representations or warranties with respect to, User Content. You use all User Content and interact with other users at your own risk.
11.1 Third-Party Websites, Applications and Ads. The Service may contain links to third-party websites, applications and advertisements for third parties (collectively, the “Third-Party Services”). When you click on a link to a Third-Party Service, we will not warn you that you have left the Service and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Coverd. Coverd is not responsible for any Third-Party Services. Coverd provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Service, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
11.2 Payment Processing Services. Payments for purchases through the Service may be processed by Payment Agents. If you make a purchase on the Service, you may be required to provide your payment details and any additional information required to complete your order directly to the Payment Agent. By making any purchase through the Service, you agree to be bound by such Payment Agent’s terms of use and privacy policy. You authorize Coverd and its Payment Agents to share any information and payment instructions you provide with each other to the minimum extent required to complete your transactions. As part of your relationship with us, and to provide you with the services or products you requested, you acknowledge and agree that:
(a) We use Method Financial (“Method”), a third party service, to validate your identity and prevent fraud. You authorize your wireless carrier to use or disclose information about you and your wireless device, if available, to Method or its service provider for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. See Method's Privacy Policy for how they treat your data;
(b) You authorize Method to obtain a consumer report and information about you from one or more consumer reporting agencies ("credit pull"). You understand the credit pull is a soft inquiry that will not impact your credit score. Method will use this information solely in connection with identifying and obtaining data on your liability/debt accounts such as account number, type, balance, interest rate, payoff information, late fees, payment history, etc. ("Account Data");
(c) You authorize and direct Method to act on your behalf to access and obtain the Account Data from your financial institutions, lenders, creditors, and service providers, or any of their third parties, and you consent to Method sharing the Account Data with us. Your authorization, direction, and consent remains effective for the duration of your business relationship with us, solely for the purpose of providing you with services or products that you may request from us from time to time;
(d) You acknowledge and agree to Method's Privacy Policy (https://methodfi.com/legal/privacy) and Terms of Service (https://methodfi.com/legal/terms).
11.3 Third-Party Application Access. With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
11.4 Accessing and Downloading the Application from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) this Agreement is concluded between you and Coverd only, and not Apple, and (ii) Coverd, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Coverd and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Coverd.
(d) You and Coverd acknowledge that, as between Coverd and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Coverd acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Coverd and Apple, Coverd, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
(f) You and Coverd acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
13. Indemnification. You shall indemnify and hold Coverd, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Coverd Party” and collectively, the “Coverd Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) Your Content; (ii) your use of, or inability to use, the Service; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; or (v) your violation of any applicable laws, rules or regulations. Coverd reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Coverd in asserting any available defenses. This provision does not require you to indemnify any of the Coverd Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.
14.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE COVERD PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE.
(a) THE COVERD PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) From time to time, Coverd may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Coverd’s sole discretion. The provisions of this section apply with full force to such features or tools.
14.2 No Liability for Conduct of Third Parties. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE COVERD PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COVERD PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU UNDERSTAND THAT COVERD DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. COVERD MAKES NO WARRANTY THAT THE GOODS OR SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
15.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE COVERD PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY COVERD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICE; (ii) ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A COVERD PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COVERD PARTY’S NEGLIGENCE; OR FOR (A) ANY INJURY CAUSED BY A COVERD PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
15.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COVERD PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO Coverd by you during the THREE-month period prior to the act, omission or occurrence giving rise to such liability; (ii) $100; or (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A COVERD PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COVERD PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A COVERD PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
15.3 User Content. COVERD ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
15.4 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
15.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COVERD AND YOU.
16. PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT. It is Coverd’s policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Coverd by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Service of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for Coverd’s designated agent for notice of claims of infringement is as follows:
Eric Xu
11 Park Pl, 3rd Fl #436, New York, NY 10007
17. TERM AND TERMINATION.
17.1 Term. The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.
17.2 Termination of Service by Coverd. If you have materially breached any provision of this Agreement, or if Coverd is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), Coverd has the right to, immediately and without notice, suspend or terminate any Service provided to you. Coverd reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. You agree that all terminations for cause are made in Coverd’s sole discretion and that Coverd shall not be liable to you or any third party for any termination of your Account.
17.3 Termination by You. If you want to terminate this Agreement, you may do so by (i) notifying Coverd at any time and (ii) closing your Account for the Service. Your notice should be sent, in writing, to Coverd’s address set forth below.
17.4 Effect of Termination. Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Account for cause, we may also bar your further use or access to the Service. Coverd will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
17.5 No Subsequent Registration. If this Agreement is terminated for cause by Coverd or if your Account or ability to access the Service is discontinued by Coverd due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.
18. INFORMAL DISPUTE RESOLUTION. There might be instances when a Dispute arises between you and Coverd. If that occurs, Coverd is committed to working with you to reach a reasonable resolution. You and Coverd agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Coverd therefore agree that before either party commences arbitration against the other (or initiates an action in court as may be permitted by this Agreement), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Coverd that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to info@coverd.us or regular mail to our offices located at 11 Park Pl, 3rd Fl #436, New York, NY 10007 The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel (if any); and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in the Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration or initiating litigation as may be permitted by this Agreement. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
19. BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
PLEASE READ THIS ARBITRATION & CLASS ACTION WAIVER AGREEMENT (THE “ARBITRATION AGREEMENT”) CAREFULLY BECAUSE IT REQUIRES YOU AND COVERD TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMIT THE MANNER IN WHICH YOU AND COVERD CAN SEEK RELIEF FROM EACH OTHER. THIS ARBITRATION AGREEMENT APPLIES TO ANY CLAIMS YOU OR COMPANY CURRENTLY POSSESS AND ANY CLAIMS THE PARTIES MAY RAISE IN THE FUTURE. WHILE YOU MUST AGREE TO THESE TERMS OF USE IN ORDER TO USE THE SERVICE, IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, THERE IS AN OPTION, DESCRIBED BELOW IN SECTION 16.14, TO OPT OUT OF THE ARBITRATION PROVISIONS. THE OPTION TO OPT-OUT IS TIME-LIMITED TO THIRTY (30) DAYS OF ENTERING THIS ARBITRATION AGREEMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you reside in or access the Service at any time while located in the United States, this Arbitration Agreement shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms of Service.
THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH SETS FORTH HOW PAST, PENDING OR FUTURE DISPUTES BETWEEN YOU AND COVERD SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION.
ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY.
19.1 Acceptance of Terms. By using, or otherwise accessing the Service, or clicking to accept or agree to this Agreement where that option is made available, you confirm that you have read and accept and agree to this Arbitration Agreement. Except to the extent that you may opt-out as provided below, all of your activity on the Website or Platform and all or your transactions with Coverd, including all events which occurred before your acceptance of this Arbitration Agreement, shall be subject to this Arbitration Agreement.
19.2 Scope of Agreement to Arbitrate. You and Coverd agree that any past, pending, or future dispute, claim or controversy arising out of or relating to any purchase or transaction by you, your access to or use of any Platform or the Service, or to this Arbitration Agreement, the Terms of Use, or Privacy Policy (including without limitation any dispute concerning the breach, enforcement, construction, validity, interpretation, enforceability, or arbitrability of this Agreement or the Terms of Use) (a “Dispute”), shall be determined by arbitration, including claims that arose before acceptance of any version of this Arbitration Agreement. In addition, in the event of any Dispute concerning or relating to this Arbitration Agreement — including the scope, validity, enforceability, or severability of this Arbitration Agreement or its provisions, as well as the arbitrability of any claims—you and Coverd agree and delegate to the Arbitrator the exclusive jurisdiction to rule on their own jurisdiction over the Dispute, including any objections with respect to the scope, validity, enforceability, or severability of this Arbitration Agreement or its provisions, as well as the arbitrability of any claims or counterclaims presented as part of the Dispute.
19.3 Notwithstanding the above provision and agreement to arbitrate, all parties retain the right to seek relief in a small claims court for disputes or claims solely within the scope of a small claim’s court jurisdiction.
19.4 Lack of Estoppel or Preclusive Effect. The parties agree that any issues determined in arbitration or any other proceeding between the parties shall be conducted and decided for the benefit of the parties or express third party beneficiaries only and shall have no preclusive or estoppel effect against a party in any subsequent or other arbitration or litigation matter, such that all issues shall be decided anew in any subsequent or other proceedings involving either party. The parties reach this agreement in order to narrowly and efficiently tailor their legal positions without concern that any third party may attempt to offensively use any finding or determination of fact or law against You or Coverd.
19.5 Third-Party Beneficiaries. You further agree and intend that this Arbitration Agreement and the Agreement are entered into for the express benefit of your spouse, heirs, children and next-of-kin and shall bind same to the extent of any claims arising from your use of the Service which is brought by them or by any person for the use or benefit of your spouse, heirs, children and next-of-kin. Coverd agrees also that this Arbitration Agreement is intended to benefit and shall bind any successor-in-interest or assignee of Coverd.
19.6 Intellectual Property. Notwithstanding the requirement to arbitrate in this Section 19, you and Coverd are NOT required to arbitrate any claims for the alleged unlawful use of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents, and the parties agree that in the event of infringement of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents of a party, they shall also be entitled to seek injunctive relief from a court of competent jurisdiction, and the parties shall not be able to hold out a user’s access to the Service as a basis to enforce this arbitration agreement as to such claims.
19.7 Separate Agreement. The parties acknowledge that this Arbitration Agreement is a separate agreement between the parties governed by the Federal Arbitration Act, and that any alleged or determined invalidity or illegality of all or any part of the Terms of Use, the Service, the Platform, or the Privacy Policy shall have no effect upon the validity and enforceability of this Agreement.
19.8 Applicable Law. While the Federal Arbitration Act shall control, to the extent the law of any state is applied or considered with respect to issues bearing upon the enforceability or scope of this Arbitration Agreement, the parties agree that the law of the State of Delaware shall exclusively apply, notwithstanding any consideration or application of choice of law or conflicts of law principles.
INITIATING ARBITRATION UNDER JAMS RULES
19.9 Following the conclusion of the initial dispute resolution process required by Section 18, you or Coverd may seek arbitration of a Dispute in accordance with the provisions of this Arbitration Agreement. You and Coverd agree that JAMS (“JAMS”) will administer the arbitration under its Comprehensive Arbitration Rules and Procedures (“JAMS Rules”) in effect at the time arbitration is sought (“JAMS Rules”). The parties further agree that, to the extent applicable, the JAMS Mass Arbitration Procedures and Guidelines shall apply. The JAMS Rules referenced above are available at https://www.jamsadr.com/adr-rules-procedures/.
19.10 You and Coverd further agree:
(a) The arbitration will be handled on the merits by a sole arbitrator. The parties agree that any JAMS arbitrator appointed, including merits and process arbitrators, must have the following minimum qualification: practicing attorneys or retired federal court judges who have at least ten years of substantive expertise in litigating and resolving of complex business disputes, including motions to compel arbitration and litigation or adjudication regarding whether disputes are arbitrable;
(b) For purpose of Sections 16.1 and 16.2 of the JAMS Rules, the JAMS Streamlined Arbitration Rules and Procedures and JAMS Expedited Procedures shall not apply unless otherwise explicitly agreed to by all parties to the Dispute;
(c) In lieu of JAMS Rule 15, the parties shall be presented with a list of eight (8) potential arbitrators, be allowed three (3) strikes and the parties shall rank those potential arbitrators in order of preference. JAMS shall select the arbitrator with the highest combined preference (e.g., if both parties select a potential arbitrator as their top preference, that arbitrator will be selected). To the extent a process arbitrator is appointed pursuant to the JAMS Rules, the selection process shall also be as prescribed in this paragraph;
(d) In lieu of JAMS Rule 18, the parties shall have the right to submit a dispositive motion at the outset of the arbitration to the Arbitrator in order to resolve issues other than the ultimate issue of fact. The submission and scheduling of such motions shall be addressed at a conference held before the JAMS arbitrator, and the Parties agree that any dispositive motions shall be resolved and the remainder of the arbitral proceeding stayed pending resolution, absent good cause and immediate necessity to proceed.
(e) Unless and only to the extent prohibited under JAMS Rules, the arbitration will be held in Delaware or, at either your or our election, will be conducted telephonically or via other remote electronic means;
(f) The JAMS Rules will govern payment of all arbitration fees, currently available at https://www.jamsadr.com/arbitration-fees, You will only be required to pay arbitration fees of $250 in connection with any arbitration initiated under this Section 19, but You will still be responsible for paying your own attorneys’ fees;
(g) Except as otherwise waived or limited under this Agreement or this Arbitration Agreement, the JAMS arbitrator shall be authorized to award any remedies, including equitable or injunctive relief, that would be available in an individual lawsuit except:
(i) In any arbitration arising out of or related to this Arbitration Agreement, the arbitrator(s) are not empowered to award punitive or exemplary damages, and the parties waive any right to recover any such damages; and
(ii) In any arbitration arising out of or related to this Arbitration Agreement, the arbitrator(s) may not award any incidental, indirect or consequential damages, including damages for lost profits;
(h) The arbitration decision and award shall consist of a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, as to each claim. Unless the parties agree otherwise, the award shall be a reasoned award and contain a concise written statement of the reasons for the award;
(i) Except as and to the extent otherwise may be required by law, the arbitration proceeding, pleadings, and any award shall be treated as confidential and shall not be used by the parties except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its confirmation and enforcement.
(j) In the event JAMS is unavailable or unwilling to hear the dispute in accordance with this Arbitration Agreement, the parties shall agree to, or a court shall select, another arbitration provider subject to the procedural agreements of this Section 19; and
(k) You and Coverd agree that any award issued by the Arbitrator in excess of $50,000 in favor of either party, or any award which grants any form of declaratory or equitable relief that would significantly impact other Coverd users or the operation of the Platform, may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election. The JAMS Optional Arbitration Appeal Procedures are available at https://www.jamsadr.com/adr-rules-procedures/.
19.11 Batch Arbitration/Mediation. To increase efficiency of resolution, in the event 20 or more similar arbitration demands against Coverd, presented by or with the assistance of the same law firm or organization or group of law firms or organizations working in coordination, are submitted to JAMS in accordance with the rules described above within a 60-day period, JAMS shall consolidate those arbitrations as contemplated in the JAMS Mass Arbitration Rules. Following the submission, initial presentation and resolution of briefing and motion practice contemplated in Section 19.10(d) on dispositive issues other than the ultimate issue of fact, to the extent claims and issues remain pending, JAMS shall group the arbitration demands into a first batch of no more than 25 demands to be set for resolution as a single arbitration. Once resolution of the first batch has concluded (or sooner if the parties agree), counsel for the parties must engage in a single mediation before a JAMS mediator of all remaining demands from claimants. Counsel for the parties must agree on a mediator within thirty (30) days after conclusion of the first batch. If the parties cannot agree on a JAMS mediator within 30 days, JAMS will appoint a JAMS mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed. If the parties are unable to resolve their demands by mediation, JAMS shall continue to batch the remaining arbitration demands into batches of no more than 100 demands per batch (plus, to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands) for administration. A single arbitration with one set of filing and administrative fees and one arbitrator will be assigned per batch. For avoidance of doubt, consolidation does not require that all arbitrations in a single batch be decided the same, nor does it impair your right to present any evidence or argument that you think particular to your case, so long as it is consistent with JAMS Rules. You agree to cooperate in good faith with the Company and JAMS to implement such a batch approach to resolution and fees and to efficiently consolidate discovery, submission of evidence, and motion practice.
19.12 By signing a demand for arbitration, a party certifies, to the best of their knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law (including attorney’s fees) for either party’s violation of this requirement.
OPTION AND PROCEDURE TO OPT OUT OF ARBITRATION
19.13 IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, YOU MAY OPT OUT OF THE AGREEMENT TO ARBITRATE BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT-OUT, THE ARBITRATION PROVISIONS WILL APPLY RETROACTIVELY TO ALL CLAIMS YOU MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT.
19.14 OPT-OUT. IF YOU DO NOT WISH TO AGREE TO THE PROVISIONS OF THIS SECTION 19 AGREEMENT REQUIRING ARBITRATION AND CLASS ACTION WAIVER AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, YOU MUST, WITHIN THIRTY (30) DAYS OF ENTERING THIS AGREEMENT, SEND AN EMAIL TO help@coverd.us WITH THE SUBJECT “OPT-OUT”. **REQUESTS TO OPT OUT AFTER THE 30 DAY PERIOD SHALL NOT BE EFFECTIVE.**
19.15 Whether to agree to arbitration is an important decision. It is your decision to make and you are not required to rely solely on the information provided in these Terms of Use. You should take reasonable steps to conduct further research and to consult with counsel (at your expense) regarding the consequences of your decision.
WAIVER OF CLASS RELIEF AND COLLECTIVE ACTION
19.16 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR COVERD SHALL BE ENTITLED TO ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY. YOU MAY ONLY ARBITRATE OR LITIGATE ON AN INDIVIDUAL CLAIMS BASIS ONLY AND FOR YOUR OWN LOSSES ONLY. UNDER THIS ARBITRATION AGREEMENT, YOU MAY NOT PROCEED IN ARBITRATION OR COURT AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OR USE OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. YOU AND COVERD ARE EACH WAIVING RESPECTIVE RIGHTS TO PARTICIPATE IN A CLASS ACTION. BY ACCEPTING THIS ARBITRATION AGREEMENT, YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN ANY PAST, PENDING OR FUTURE CLASS ACTION OR ANY OTHER CONSOLIDATED OR REPRESENTATIVE PROCEEDING, INCLUDING ANY PROCEEDING EXISTING AS OF THE DATE YOU AGREED TO THIS ARBITRATION AGREEMENT.
19.17 Severability. This Arbitration Agreement applies solely to the extent permitted by law. If for any reason any provision of this Arbitration Agreement or portion thereof, is found to be unlawful, void, or unenforceable, that part of this Arbitration Agreement will be deemed severable and shall not affect the validity and enforceability of the remainder of this Arbitration Agreement which shall continue in full force and effect. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of the agreement, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
END OF SECTION 19 ARBITRATION AGREEMENT
20. WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE PLATFORM OR SERVICE OR ANY TRANSACTIONS BETWEEN THE PARTIES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.
21. GENERAL PROVISIONS.
21.1 Electronic Communications. The communications between you and Coverd may take place via electronic means, whether you visit the Service or send Coverd emails, or whether Coverd posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Coverd in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Coverd electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
21.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Coverd’s prior written consent. Coverd may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
21.3 Force Majeure. Coverd shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
21.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us using the information below. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Email: info@coverd.us
Phone: +1 929-594-5018
Address: Coverd, Inc.
11 Park Pl, 3rd Fl #436
New York, NY, 10007
21.5 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
21.7 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Coverd agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Delaware.
21.8 Governing Law. SUBJECT TO THE ARBITRATION AGREEMENT CONTAINED IN SECTION 19, WHICH IS GOVERNED BY THE FEDERAL ARBITRATION ACT, ThIS AGREEMENT and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the AGREEMENT. To the extent this governing law provision is finally determined to be unenforceable as it relates to the use of the Service, the parties agree that the governing law shall in such event be the applicable law in the jurisdiction in which the user who is a party to the dispute properly utilizes the services. Nothing herein is intended to limit a party's right to appeal a determination by a court of law that the laws of the State of Delaware are unenforceable.
21.9 Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.
21.10 Notice. Where Coverd requires that you provide an email address, you are responsible for providing Coverd with a valid and current email address. In the event that the email address you provide to Coverd is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Coverd’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Coverd at the following address: info@coverd.us. Such notice shall be deemed given when received by Coverd by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
21.11 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
21.12 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
21.13 Export Control. You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Coverd are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Coverd products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
21.14 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
The Coverd Philosophy
We believe financial freedom shouldn't come with strings attached. Our mission is simple: empower everyone to live their best life without the burden of debt.
Our Promise
Innovation that serves you
Transparency in every game
Community-first approach
Responsible practices
The Coverd Philosophy
We believe financial freedom shouldn't come with strings attached. Our mission is simple: empower everyone to live their best life without the burden of debt.
Our Promise
Innovation that serves you
Transparency in every game
Community-first approach
Responsible practices
The Coverd Philosophy
We believe financial freedom shouldn't come with strings attached. Our mission is simple: empower everyone to live their best life without the burden of debt.
Our Promise
Innovation that
serves you
Transparency in
every game
Community-first approach
Responsible
gaming practices