THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. SECTION 19 AND SECTION 20 OF THISDOCUMENT CONTAIN A BINDING ARBITRATION PROVISION THAT REQUIRES ARBITRATION ONAN INDIVIDUAL BASIS (RATHER THAN JURY TRIALS OR CLASS ACTIONS) AND LIMITS THETIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST US.
CoverForce Terms of Service
1. The Agreement. These CoverForce Terms of Service are entered into by and between you (acting in your capacity as an individual or an employee or other representative of your company or other entity, if applicable), and CoverForce Inc. (“Company, ”our” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Agreement”), govern your access to and use of our website and online platform (the “Website”) and the content, platforms, APIs, data, functionality, products and services offered by Company on or through the Website (“Services”).
2. Assent & Acceptance. Please read this Agreement carefully before you start to use the Website or procuring Services through the Website. By using the Website, procuring Services through the Website, or by clicking to accept or agree to this Agreement, you warrant that you have read and reviewed this Agreement and that you agree to be bound by this Agreement and our Privacy Policy, found at https://www.coverforce.com/privacy-policy (“Privacy Policy”). If you do not agree to be bound by this Agreement, please leave the Website and do not attempt to purchase Services. The Company only agrees to provide the Services and use of this Website to you if you assent to this Agreement. This Agreement shall remain in full force and effect until terminated as set for thin this Agreement.
3. Changes to these Terms. We reserve the right to change this Agreement at any time upon notice. We may give notice by posting the updated Agreement on the Website or by any other reasonable means. You can review the most current version of this Agreement at any time at https://www.coverforce.com/terms-of-service. The Agreement in effect at the time of your use of the Website and purchase of the Services will apply. Updated Agreements are binding on you with respect to your use of the Website or purchase of Services on or after the date indicated in the updated Agreement. If you do not agree to the updated Agreement, you must stop using the Website and may not continue to purchase Services. Your continued use of the Website and purchase of Services after the date of the updated Agreement will constitute your acceptance of the updated Agreement.
4. License to Use Website. The Company may provide you with certain information as a result of your use of the Website and receipt of Services. Such information may include, but is not limited to, documentation, data, or information developed by the Company or its third-party licensors, third-party providers, consultants, agents or brokers, and other materials which may assist in your use of the Website or receipt of the Services (“Company Materials”).Subject to the terms of this Agreement, the Company hereby grants you anon-exclusive, limited, non-transferable, non-sublicensable, and revocable license to use the Company Materials solely in connection with your use of the Website and receipt of the Services. The Company Materials may not be used for any other purpose, and this license terminates upon your cessation of use of the Website and receipt of the Services or at the termination of this Agreement.
5. Intellectual Property. You agree that the Website and the Services provided by Company is the property of the Company or its third-party licensors, third-party providers, consultants, agents or brokers, including all copyrights, trademarks, trade secrets, patents, and other intellectual property(“Company IP”). You agree that the Company owns all right, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs),without express written permission from the Company.
6. Accessing the Website. We reserve the right to withdraw or amend this Website, and any Service we provide through the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. If you are an entity, you may disclose your username and password to your employees with a need to know this information to use the Website on your behalf. You must ensure that all such employees that are authorized by you to access and use the Website are aware of and comply with this Agreement. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You are responsible for all activities that occur under your account. You accept all risks of unauthorized access of your account. We may disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.
7. Confidential Information. You agree to treat as strictly confidential and proprietary any information or materials that may be disclosed to you through your use of, or access to, the Website or receipt of the Services. You also agree that neither you nor your authorized representatives will disclose to anyone, directly or indirectly, any such confidential or proprietary matters, or use them other than as permitted under this Agreement. All documents that we prepare or which you may be given access to through the Website shall be deemed the property of Company and shall remain subject to confidentiality obligations under this Agreement. Under no circumstances shall any such information or material be disclosed to any third party without Company’s prior written consent.
8. Use of Information Provided by You. You consent to all actions we or our third-party licensors and licensees, third-party providers, consultants, agents or brokers (“Third Parties”) take consistent with our Privacy Policy with respect to all information you provide to us through the Website and any information provided by you related to the Services, including but not limited to through the use of any interactive features on the Website (“User Submissions”). You represent and warrant that you have theright to disclose the User Submissions to us and such Third Parties, and that we and our Third Parties may use the User Submissions for provision of theServices and Website, product development, benchmarking, data analysis, marketing activities, and for other purposes. It is a condition of your use ofthe Website and receipt of Services that all User Submissions are correct,current, and complete, and that you have the authorization and consentsnecessary to disclose User Submissions to us pursuant to the terms of thisAgreement. Wecan use User Submissions to contact you about our products or services. Youacknowledge, represent and agree that any User Submission is submittedvoluntarily, and that your User Submission does not establish a relationshipbetween you and us or between you and any Third Parties. You grant Company and itssublicensees a worldwide, royalty-free, non-exclusive, transferable, perpetualand irrevocable license to use, distribute, transmit, reproduce, modify,publish, translate, publicly perform and display and create derivative works ofyour User Submissions, except as otherwise prohibited by applicable law or thisAgreement. You waive any right to compensation of any type for your UserSubmissions. You represent and warrant that you have all the rights necessaryto grant the rights in this Section 8 and that use of User Submissions by usdoes not violate any law. You may not upload to, distribute, or otherwisepublish through the Website any content that is libelous, defamatory, obscene,threatening, invasive of privacy or publicity rights, abusive, illegal, orotherwise objectionable, or that may constitute or encourage a criminaloffense, violate the rights of any party or that may otherwise give rise toliability or violate any law. In our sole discretion, at any time, for anyreason, and without further notice to you, we may monitor, censor, edit, move,delete, and remove any Website content and any content transmitted by directmessaging or by any other method to or from your user account.
9. Authorization;Acceptable Use. You represent andwarrant that (i) you are at least 18 years of age; (ii) you have fullpower and authority to agree to this Agreement; (iii) you are not locatedin, under the control of, or a national or resident of any country subject tosanctions by the United States; (iv) you have not been placed on the U.S.Department of Commerce’s Denied Persons List; (v) you are not identifiedas a “Specially Designated National” by the United States government; and (vi) youwill not access the Website if you have previously been prohibited from doingso or if any laws prohibit you from doing so. We do not intend for the Websiteto be used by persons or entities in countries or jurisdictions that require usto obtain a registration or license. If you are in such a country orjurisdiction, you are not authorized to and agree that you will not use theWebsite. You agree not to usethe Website for any unlawful purpose or any purpose prohibited under thisclause. You agree not to use the Website in any way that could damage theWebsite or general business of the Company. You further agree not to use theWebsite:
a. to harass, abuse, orthreaten others or otherwise violate any person’s legal rights;
b. to violate anyintellectual property rights of the Company or any third party;
c. to upload or otherwisedisseminate any computer viruses or other software that may damage the propertyof another;
d. to perpetrate anyfraud;
e. to engage in or createany unlawful gambling, sweepstakes, or pyramid scheme;
f. to publish ordistribute any obscene or defamatory material;
g. to publish ordistribute any material that incites violence, hate, or discrimination towardsany group;
h. to unlawfully gatherinformation about others; or
i. to reverse engineer,or attempt to reverse engineer or disassemble any code or software from or onthe Website; violate the security of the Website through any unauthorizedaccess, circumvention of encryption or other security tools, data mining orinterference to any host, user or network.
10. ReferralPolicy. To qualify, your referee must sign up forCoverForce and submit five or more submissions for quote. Within 30 calendardays of your referee’s fifth submission, you will receive a $50 Amazon giftcard and your referee will receive a $50 Amazon gift card. You cannotparticipate in pay-per-click advertising on trademarked terms, including anyderivations, variations or misspellings thereof, for search or content-basedcampaigns on Google, MSN, or Yahoo. For the purposes of these terms,trademarked terms include CoverForce, CoverForce Portal, Coverforce.com and Cover-force.com(all keywords apply as broad match).
11. Sales. The Company may sell Services or allow third parties to sellservices on the Website. The Company undertakes to be as accurate as possiblewith all information regarding the Services, including product descriptions andimages. However, the Company does not guarantee the accuracy or reliability ofany product information, and you acknowledge and agree that you purchase suchproducts at your own risk. If You are unhappy with a service being sold on the Website,you may request a refund.
12. Indemnification. You agree to defend and indemnify the Company including itsparent, subsidiaries directors, officers, members, owners, and employees fromany third party claims and resulting liability, including attorney’s fees, judgments,penalties, fines, expenses, court costs, and amounts paid arising out of orrelating to use: (a) your use or misuse of the Website or Services, (b) your breachof this Agreement, or (c) your violation of any other party’s rights orapplicable law. The foregoing indemnification provision shall in all instancesbe deemed to be subordinate to any third-party insurance coverage that maycover all or any portion of any indemnified claim. As a condition precedent toindemnification, we will inform you within thirty (30) days after we receivesnotice of any claim, loss, liability, or demand for which we seekindemnification from you; and we will cooperate in the investigation anddefense of any such matter.
13. SpamPolicy. You are strictly prohibited from using theWebsite or any of the Company’s Services for illegal spam activities, includinggathering email addresses and personal information from others or sending anymass commercial emails.
14. ThirdParty Links & Content. TheCompany may occasionally post links to third party websites or other services. The informationpresented on or through the Website is made available solely for generalinformation purposes, and does not constitute any type of advice, whetherfinancial, legal, investment, accounting, tax or otherwise. We do not warrantthe accuracy, completeness, or usefulness of this information. Any reliance youplace on such information is strictly at your own risk. We disclaim allliability and responsibility arising from any reliance placed on such materialsby you or any other visitor to the Website, or by anyone who may be informed ofany of its contents. The content on this Website is updated frequently,including based on interaction with users of the Website, but the Website’scontent is not necessarily complete or up-to-date. Any of the material on theWebsite may be out of date at any given time, and we are under no obligation toupdate such material. You agree that theCompany is not responsible or liable for any loss or damage caused as a resultof your use of any third party services linked to from the Website.
15. EntireAgreement. This Agreementconstitutes the entire understanding between the parties with respect to anyand all use of this Website and receipt of the Services. This Agreementsupersedes and replaces all prior or contemporaneous agreements orunderstandings, written or oral, regarding the use of this Website or receiptof the Services. To the extent any part or sub-part of this Agreement is heldineffective or invalid by any court of law, you agree that the prior, effectiveversion of this Agreement shall be considered enforceable and valid to thefullest extent. You agree to routinely monitor this Agreement and refer to the effectivedate posted at the top of this Agreement to note modifications or variations. Youfurther agree to clear your cache when doing so to avoid accessing a priorversion of this Agreement. You agree that your continued use of the Website andreceipt of the Services after any modifications to this Agreement is amanifestation of your continued assent to this Agreement. In the event that youfail to monitor any modifications to or variations of this Agreement, you agreethat such failure shall be considered an affirmative waiver of your right toreview the modified Agreement.
16. Term,Termination & Suspension. The Company may terminate this Agreement with you at any timefor any reason, with or without cause. The Company specifically reserves theright to terminate this Agreement if you violate any of the terms outlinedherein, including, but not limited to, violating the intellectual propertyrights of the Company or a third party, failing to comply with applicable lawsor other legal obligations, and/or publishing or distributing illegal material.If you have registered for an account with Company, you may also terminate thisAgreement at any time by contacting Company and requesting termination. At thetermination of this Agreement, any provisions that would be expected to survivetermination by their nature shall remain in full force and effect.
17. NoWarranties. YOUR USE OF THEWEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITEARE AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMSOBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHERCOMPANY, NOR ANY PERSON ASSOCIATED WITH COMPANY, MAKES ANY WARRANTY ORREPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY,QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE, SERVICES OR INFORMATION MADEAVAILABLE ON THE WEBSITE OR BY US AS PART OF THE SERVICES. WITHOUT LIMITING THEFOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS ORWARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OBTAINED THROUGH THEWEBSITE WILL BE ACCURATE, SECURE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THATDEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES ITAVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITEOR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOURNEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY HEREBYDISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OROTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY,NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
18. Limitationon Liability. TO THE FULLEST EXTENTPROVIDED BY LAW, IN NO EVENT WILL COMPANY, ITS AFFILIATES, OR THEIR LICENSORS,SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT,SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RELATED TO YOUR USE, ORINABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THEWEBSITE OR SUCH OTHER WEBSITES, THE RECEIPT OR PROVISION OF THE SERVICES,INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONALDISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATEDSAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BYTORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IFFORESEEABLE. THE AGGREGATE LIABILITY OF COMPANY TO YOU FOR ALL CLAIMS ANDDAMAGES RELATED TO THIS AGREEMENT, THE SERVICES, YOUR USE OR INABILITY TO USETHE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCHOTHER WEBSITES, OR ANY DISPUTE BETWEEN THE PARTIES WILL NOT EXCEED $100 USD.
SOMEJURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL,OR CONSEQUENTIAL DAMAGE, LOSS, OR LIABILITY FROM INTENTIONAL ACTS (INCLUDINGFRAUD, FRAUDULENT MISREPRESENTATION, AND FAILURE TO DISCLOSE DEFECTS), PRODUCTLIABILITY, OR FOR DEATH OR PERSONAL INJURY. NOTHING IN THIS SECTION 18 WILL BEINTERPRETED AS EXCLUDING LIABILITY THAT CANNOT UNDER APPLICABLE LAW BE EXCLUDEDIN THOSE JURISDICTIONS. IF YOU LIVE, OR ARE OTHERWISE SUBJECT TO THE LAWS INONE OF THOSE JURISDICTIONS, ANY STATUTORY ENTITLEMENT AVAILABLE TO YOU WILL BEDEEMED LIMITED TO THE EXTENT (IF AT ALL) PERMISSIBLE UNDER THAT LAW, AND, IFLIMITATION IS NOT PERMITTED, THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAYNOT APPLY TO YOU.
19. Arbitrationand Governing Law. THE PARTIES AGREE TOSUBMIT ANY DISPUTES ARISING FROM, OR RELATED TO, THIS AGREEMENT, THE SERVICES,OR OF USE OR THE WEBSITE, AND ANY DISPUTES BETWEEN THE PARTIES, INCLUDINGDISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION,INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATIONUNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION APPLYINGNEW YORK LAW. THE SEAT OR LEGAL PLACE OF ARBITRATION WILL BE NEW YORK CITY, NEWYORK. YOU AGREE TO ARBITRATE IN YOUR INDIVIDUAL CAPACITY ONLY – NOT AS AREPRESENTATIVE OR MEMBER OF A CLASS – AND YOU EXPRESSLY WAIVE ANY RIGHT TO FILEA CLASS ACTION OR SEEK RELIEF ON A CLASS ACTION BASIS. FURTHERMORE, UNLESS YOUAND COMPANY AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONEPERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF AREPRESENTATIVE OF CLASS PROCEEDING. ALL ARBITRATION PROCEEDINGS ARECONFIDENTIAL, UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE. ARBITRATION ORDERSAND AWARDS REQUIRED TO BE FILED WITH APPLICABLE COURTS OF COMPETENTJURISDICTION ARE NOT CONFIDENTIAL AND MAY BE DISCLOSED BY THE PARTIES TO SUCHCOURTS. A PARTY WHO IMPROPERLY DISCLOSES CONFIDENTIAL INFORMATION WILL BESUBJECT TO SANCTIONS. THE ARBITRATOR AND FORUM MAY DISCLOSE CASE FILINGS, CASEDISPOSITIONS, AND OTHER CASE INFORMATION AS REQUIRED BY A COURT ORDER OF PROPERJURISDICTION. Notwithstanding the foregoing, the parties may seek injunctiverelief or specific performance in any court in the State of New York in orderto protect its intellectual property rights or to enforce the confidentialityobligations under this Agreement without the requirement to submit the disputeto arbitration, prove monetary damages or post bond. This Agreement will begoverned by and construed in accordance with the laws of the State of New York,without giving effect to its conflict of laws provisions.
21. Assignment.This Agreement, or therights granted hereunder, may not be assigned, sold, leased or otherwisetransferred in whole or part by you. Should this Agreement, or the rightsgranted hereunder, by assigned, sold, leased or otherwise transferred by theCompany, the rights and liabilities of the Company will bind and inure to anyassignees, administrators, successors, and executors.
22. Severability.If any part orsub-part of this Agreement is held invalid or unenforceable by a court of lawor competent arbitrator, the remaining parts and sub-parts will be enforced tothe maximum extent possible. In such condition, the remainder of this Agreementshall continue in full force.
23. NoWaiver. In the event that Wefail to enforce any provision of this Agreement, this shall not constitute awaiver of any future enforcement of that provision or of any other provision.Waiver of any part or sub-part of this Agreement will not constitute a waiver ofany other part or sub-part.
24. NoAgency, Partnership or Joint Venture. No agency, partnership, or joint venture has been createdbetween the parties as a result of this Agreement. No party has any authorityto bind the other to third parties.
25. GeographicRestrictions.The owner of the Website is based in the state of New York in the UnitedStates. We provide this Website for use only by persons located in the UnitedStates. We make no claims that the Website or any of its content is accessibleor appropriate outside of the United States. access to the Website may not belegal by certain persons or in certain countries. If you access the Websitefrom outside the United States, you do so on your own initiative and areresponsible for compliance with local laws.
26. ForceMajure. The Company is notliable for any failure to perform due to causes beyond its reasonable controlincluding, but not limited to, acts of God, acts of civil authorities, acts of militaryauthorities, riots, embargoes, acts of nature and natural disasters, and otheracts which may be due to unforeseen circumstances.
27. ElectronicCommunications Permitted. Electroniccommunications are permitted to both parties under this Agreement, includinge-mail or fax. For any questions or concerns, please email Company at thefollowing address: info@CoverForce.com.
28. CaliforniaResidents. The provider of Servicesis CoverForce Inc., with the following contact information: [insert address], [insert telephone], info@CoverForce.com. If you are a California resident, inaccordance with Cal. Civ. Code §1789.3, you may report complaints to theComplaint Assistance Unit of the Division of Consumer Sites of the CaliforniaDepartment of Consumer Affairs by contacting them in writing at 1625 NorthMarket Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800)952-5210 or (916) 445-1254.
