Acceptance of Terms
Collection and Use of Personal Information
Confidentiality, Intellectual Property, and Data Protection
You are granted a non-exclusive, non-transferable, revocable license to access and use the Site strictly in accordance with these TOU. As a condition of your use of the Site, you warrant to Covius that you will not use the Site for any purpose that is unlawful or prohibited by these TOU. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
All content included as part of the Site, all data and materials developed or provided by Covius in connection with the operation of the Site, including without limitation all pages, screens, functionality, text, images, and the general “look and feel” used on the Site, and all proprietary rights inherent therein or appurtenant thereto, are the property of Covius or its suppliers and protected by copyright and other applicable laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Covius content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your authorized business use, and will make no other use of the content without the express written permission of Covius and, where applicable, the copyright owner. You agree that you do not acquire any ownership rights in any protected content. Covius does not grant you any licenses, express or implied, to the intellectual property of Covius or its licensors, except as expressly authorized by these TOU.
Registration, Passwords, and Responsibilities
If any of the Covius CMA Services require you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a username and password. By accessing the Site, you agree that (i) you are authorized to use the login credentials being used; (ii) you will not grant access to the Site to unauthorized persons; (iii) you are authorized to access the information contained within the Site; (iv) you are accessing the information for a permitted business purpose and no other unauthorized purpose; (v) you will log-off the Site immediately upon completion of each session; (vi) you will not intentionally spread viruses or other malicious computer codes to the Site; (vii) you will maintain high-level spam and virus protection on all computers and systems used to interface with the Site; and (viii) you will not download, transfer, save or otherwise keep any data contained on the Site, except as authorized.
Covius does not allow multiple users to access the Site through a single username and password and may cancel or suspend your access to the Site if you do this without further notice to you. You acknowledge that Covius is not responsible for third party access to your account that results from theft or misappropriation of your account. Covius reserves the right to refuse or cancel service, terminate accounts, and/or remove or edit content in Covius ‘s sole discretion. Covius will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Covius or another party due to someone else using your account or password. You may not use anyone else’s account at any time.
By granting you access at any time, we do not obligate ourselves to do so at any other time, or to maintain the Site in any form, and we expressly reserve the right to modify, suspend, or terminate your access privileges. You agree and understand that we may, in our sole discretion and without any prior notice, close the Site and delete any files which you may maintain at the Site and any information which you may choose to post. You should keep a copy of any material which you post to or maintain at the Site because we will not undertake to retain copies of any material which we or others may delete from the Site.
When you visit the Site or send e-mails to Covius, you are communicating electronically, and by doing so you consent to receive communications from Covius electronically. Covius will communicate with you by email or by posting notices on the Site. Except as otherwise expressly provided herein, you agree that all agreements, notices, disclosures and other communications that are provided to you electronically via e-mail or by posting notices on the Site satisfy any legal requirement that such communications be in writing.
Upon registration on the Site, you will select a username and password. You agree that your use of your username or password and any other use by you of the Site constitute your electronic signature and authenticate your communications to Covius or third-parties using the Site, and otherwise satisfy any legal requirement that such communications be in writing.
Covius may provide, at its sole discretion, upgrades, modifications, improvements, enhancements, extensions, and other changes to the Covius CMA Services, including related documentation and additional support. All support requests should be directed to firstname.lastname@example.org. Covius Technical Support shall make reasonable efforts to respond to support requests promptly and no later than two business days from receipt of the email support request. Covius Technical Support will make reasonable efforts to resolve the issue, but Covius cannot guarantee that every issue will be resolved.
Materials Provided to Covius or Posted at Site
Covius does not claim ownership of the materials you provide to Covius (including feedback and suggestions) or post, upload, input or submit to any Covius CMA Services or its associated services for review by the general public, or by the members of any public or private community, (each a “Submission” and collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting (“Posting”) your Submission, you are granting Covius, its affiliated companies, necessary sub-licensees (including third parties whose products, technologies and services use or interface with any specific parts of a software or service that includes the Submission), without charge, the right to use, share and commercialize your Submission in any way and for any purpose. You will not give any Submission that is subject to a license that requires Covius to license its software or documentation to third parties because we include your Submission in them.
Covius is under no obligation to post or use any Submission you may provide, and Covius may remove any Submission at any time in its sole discretion.
By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in these TOU including, without limitation, all the rights necessary for you to Post the Submission.
In addition to the warranty and representation set forth above, by Posting a Submission that contains images, photographs, pictures or that are otherwise graphical in whole or in part (“Images”), you warrant and represent that (a) you are the copyright owner of such Images, or that the copyright owner of such Images has granted you permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of your use and as otherwise permitted by these TOU, (b) you have the rights necessary to grant the licenses and sublicenses described in these TOU, and (c) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in these TOU, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Images. By Posting Images, you are granting (a) to all members of your private community (for each such Images available to members of such private community), and/or (b) to the general public (for each such Images available anywhere on the Services or Site, other than a private community), permission to use your Images in connection with the use, as permitted by these TOU, of any of the Services or Site, (including, by way of example, and not as a limitation, making prints and gift items which include such Images), and including, without limitation, a non-exclusive, world-wide, royalty-free license to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Images without having your name attached to such Images, and the right to sublicense such rights to any supplier of the Services. The licenses granted in the preceding sentences for Images will terminate at the time you completely remove such Images from the Services or Site, provided that such termination shall not affect any licenses granted in connection with such Images prior to the time you completely remove such Images. No compensation will be paid with respect to the use of your Images.
Links to Third Party Sites
THE SITE MAY CONTAIN LINKS WHICH WILL LET YOU LEAVE THE COVIUS CMA SITE (THE “LINKED SITES”). THE LINKED SITES ARE NOT UNDER THE CONTROL OF COVIUS AND COVIUS IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. COVIUS IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. COVIUS IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY COVIUS OF THE SITE.
Notice Specific to Documentation Available on this Site
All Documentation is the proprietary work of Covius. If Documentation is made available to you on this Site without a Documentation License Agreement, then you may annotate, translate, and make a reasonable number of copies of the Documentation for your internal use and you may distribute a reasonable amount of portions of the Documentation as necessary to conduct your business. You may not publish any such annotations or translations.
The Documentation does not include the design or layout of the Site or any other Covius owned, operated, licensed or controlled site. Elements of Covius websites are protected by trade secrets, trademark, unfair competition, other proprietary rights and laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any Covius site may be copied or retransmitted unless expressly permitted by Covius.
THE DOCUMENTATION AND RELATED GRAPHICS PUBLISHED ON THE SITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION ON THIS SITE. COVIUS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED ON THIS SITE AT ANY TIME.
DISCLAIMER OF WARRANTIES
Covius makes no representations about the suitability, reliability, availability, timeliness, completeness and accuracy of the information, software, products, services and related graphics contained on the Site for any purpose. THE COVIUS CMA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CAPACITY, OR TITLE, AND ANY EXPRESS WARRANTIES BY DESCRIPTION, REPRESENTATION OR OTHER AFFIRMATION OF FACT, SAMPLE, OR ILLUSTRATION, WHETHER ORAL, WRITTEN, OR CONTAINED IN ANY LETTER, BROCHURE, WEBSITE, PHOTOGRAPH, OR OTHER MEDIUM. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF ANY COVIUS CMA SERVICES IS WITH YOU AND ALL CUSTOMERS. COVIUS AND ITS LICENSORS DO NOT WARRANT THAT THE OPERATION OF ANY COVIUS CMA SERVICES OR ASPECTS THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, WILL MEET ALL OF YOUR NEEDS OR REQUIREMENTS, OR WILL CAUSE YOU TO BE IN COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS. COVIUS DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS OF USING ANY COVIUS CMA SERVICES.
IN ADDITION TO THE ABOVE, YOU AGREE THAT ANY POSTAGE INFORMATION THAT IS PART OF OR CONTAINED WITHIN THE COVIUS CMA SERVICES IS DETERMINED BY FACTORS OUTSIDE OF COVIUS’S CONTROL AND IS SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE. COVIUS MAKES NO GUARANTEE AS TO THE ACCURACY OF SUCH DATA. YOU ARE RESPONSIBLE FOR METERING MAIL WITH THE APPROPRIATE POSTAGE. WHEN YOU CREATE A TRANSACTION USING THE COVIUS CMA SERVICES, EACH TRANSACTION IS REPORTED TO THE UNITED STATES POSTAL SERVICE® (“USPS®”), INCLUDING POSTAGE AMOUNTS FOR THE SELECTED SERVICES, IF APPLICABLE. YOU AGREE TO PAY ALL APPLICABLE POSTAGE AND FEES. ADDITIONALLY, YOU ASSUME ALL LIABILITY AND RISK OF PENALTY FOR MAIL THAT IS NOT METERED ACCORDING TO USPS REGULATIONS.
You acknowledge that the Internet is neither owned nor controlled by any one entity, and therefore, Covius makes no guarantees that you will be able to access the Site at any given time. Covius shall not be liable for failure of accessibility to the Site or any potential or actual losses you may suffer from an inability to access or use the Site. You agree that Covius is not responsible in any way for any malfunction or downtime in the Site or related software and any damage, injury or lost profits that may arise from such malfunction or downtime. Covius makes no guarantee that the Covius CMA Services will operate seamlessly and without error with any hardware, software or other services (including third party products) that you use. Covius makes no guarantees regarding system uptime. From time to time, and as may be necessary to maintain its systems, Covius reserves the right to take its servers and other hardware offline for repairs, upgrades or routine maintenance.
You agree and understand that Covius CMA Services may be dependent on third party services that Covius cannot control. You expressly agree that the availability of those third party services may impact your use of any Covius CMA Services and therefore will not hold Covius liable for any actions of a third party that may adversely impact such use.
Limitation of Liability
THE USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. COVIUS IS NOT RESPONSIBLE FOR THE CONSEQUENCES OF SUCH USE. Changes are periodically added to the information herein. Covius may make improvements and/or changes to the Site at any time and without further notice to you.
To the maximum extent permitted by applicable law, in no event shall Covius be liable for any direct, indirect, punitive, incidental, special, exemplary, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Site, with the delay or inability to use the Site or related services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through the Site, or otherwise arising out of the use of the Site, whether based on contract, tort, negligence, strict liability or otherwise, even if Covius has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of the Site, or with any of these TOU, your sole and exclusive remedy is to discontinue using the Site.
No Unlawful or Prohibited Use
As a condition of your use of the Covius CMA Services, you will not use the Covius CMA Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Covius CMA Services in any manner that could damage, disable, overburden, or impair any Covius server, or the network(s) connected to any Covius server, or interfere with any other party’s use and enjoyment of any Covius CMA Services. You may not attempt to gain unauthorized access to any Covius CMA Services, other accounts, computer systems or networks connected to any Covius server or to any of the Covius CMA Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Covius CMA Services.
You agree to indemnify, defend and hold harmless Covius, its affiliates, its officers, directors, employees, agents and third parties, and successors and assigns, for any and all claims, losses, proceedings, injuries, costs, liabilities and expenses (including reasonable attorneys’ fees and litigation expenses), whether or not involving a third party claim, relating to or arising out of your use of or inability to use the Site, any postings made by you, your violation of any of these TOU or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Covius 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 Covius in asserting any available defenses.
In the event of any dispute arising out of or relating to these TOU, the parties agree to attempt in good faith to first resolve the dispute by direct negotiation. If the negotiation fails to resolve the dispute, the parties agree to mediation with a neutral third-party mediator acceptable to both parties. The parties will share mediation expenses equally. If the mediation fails, then either party may use any other legal remedy. This paragraph does not limit Covius’s use of legal remedies in collection of any invoiced Services. Attorneys’ fees and costs shall be awarded to the prevailing party in any court proceeding concerning a dispute under these TOU. The parties intend to incorporate the provisions of California Civil Code Section 1717 with respect to the award of attorneys’ fees and costs.
WAIVER OF JURY TRIAL
EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
These TOU shall be governed by the laws of the state of California, without reference to conflict of law principles.
Reservation of Rights
Covius reserves all rights not expressly granted under these TOU, and no other rights are granted under these TOU by implication or estoppel or otherwise.
If any provision of these TOU is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of these TOU, and all provisions not affected by such invalidity shall remain in full force and effect to the fullest extent possible consistent with the intent of the parties. To the extent European Union law is applicable, any restriction in these TOU on disassembly, decompilation and reverse engineering is limited so that it prohibits such activity only to the maximum extent such activity may be prohibited without violating the EEC Directive on the legal protection of computer programs.
You agree that Covius may list you as a client of ours, may display your logo(s) toward this purpose and may publish quotations and testimonials from you or your directors, partners, officers or employees. We agree to promptly cease any such use of your name or logo(s) upon your written request.
No waiver of any provision of these TOU shall be effective unless it is in writing and signed by an authorized representative of Covius. The remedies of Covius under these TOU shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. The failure of a party, at any time or from time to time, to require performance of any obligations of the other party hereunder shall not affect its right to enforce any provision of these TOU at a subsequent time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.
Changes to Terms
Covius reserves the right, in its sole discretion, at any time and without prior notice, to revise these TOU or to impose new TOU with respect to access to or use of the Site. Such modifications shall be effective immediately upon posting or other notice thereof. The most current version of the TOU will supersede all previous versions. Your continued access or use of the Site after notice of any such modifications shall constitute and be deemed your agreement to be bound by such modifications.
Effective as of 01/26/2018
Covius Services, LLC
710 S. Ash St. #200
Glendale, CO 80246