cove Platform Master Terms & Conditions
This cove Master Platform Terms & Conditions (“T&C”) are entered into by and between Livelyhood, Inc. (dba cove) (“Company”) and the entity that has executed an Order that references and incorporates these T&C by reference (“Client”), and governs Client’s access to and use of the cove platform described on such Order (“Platform”) and related services described on such Order. “Order” means Company’s standard written order form or other ordering document signed by Company and Client referencing these T&C, and containing the pricing, subscription term, and other specific terms and conditions applicable to Client’s access to and use of the Platform. These T&C and the Order Forms, constitute the complete understanding between the parties on the subject matter (“Agreement”) and this Agreement is effective on the earlier of: (a) the date that the first Order is fully executed by the parties, or (b) Client’s initial access to and use of the Platform (“Effective Date”). By entering into an Order Form and/or otherwise accessing or using the Platform, Client agrees to be bound by these T&C and the other terms and conditions of the Agreement. If Client does not accept these T&C, Client is not authorized to access or use the Platform.
- Design/Implementation. Company will deploy an end-to-end, service experience platform for Client consistent with the specifications selected in the Order.
- License to Platform. Subject to the terms of the Agreement (including the T&C), Company hereby grants Client a limited, non-exclusive, non-transferable (except as set forth otherwise herein or otherwise in the Order), non-sublicensable (except with regard to Client Users as provided herein), royalty-free license to access and use the features and functionality of the Platform for Client’s internal business purposes. Client’s access to and use of the Platform shall be subject to any restrictions set forth herein (and in any Order), including but not limited to any restrictions on the designated space in the Client’s facility or facilities (each, a “Licensed Site”), the number of Client-designated users (“Client Users”), and the duration of the license. All rights not expressly granted to Client are reserved by Company and its licensors and providers.
2.1 Licensed Site and Client Users. Client is licensing the Platform for use in connection with one or more Licensed Sites by one or more Client Users as set forth in the Order entered into by Client and Company, that references and is governed by this T&C. Client will have the option to add additional Licensed Sites and Client Users in the future by executing one (1) or more additional Order(s).
2.2 License Term. Client’s license of the Platform will begin upon the effective date set forth on the Order (“License Effective Date”), and shall continue for the initial license term as set forth in the Order (“Initial License Term”), and thereafter, shall renew, for one or more consecutive periods of the same length as the Initial License Term (each such renewal, a “Renewal License Term”, and, collectively with the Initial License Terms, the “License Term”), unless earlier terminated as provided in Section 7. Either party may elect to not renew the License Term for the applicable Order with 30 days written notice to the other party prior to the end of the Initial License Term or then-current Renewal License Term thereafter.
2.3 License Restrictions. Client will not, and will not knowing enable any Client Users or any other party to: (a) reverse engineer, disassemble or decompile any component of the Platform; (b) interfere in any manner with the operation of the Platform; (c) sub-license any of Client’s rights under the terms of this T&C, or otherwise use the Platform for the benefit of any unauthorized third party; (d) modify, copy or make derivative works based on any part of the Platform; or (e) access or use the Platform to build a similar or competitive product or service or attempt to access the Platform through any unapproved interface; (f) use the Platform to transmit, store or publish any content that is unlawful; or (g) otherwise use the Platform in any manner that exceeds the scope of use permitted under the terms of this T&C or is inconsistent with applicable law. In addition, Company may impose limits on Client’s bandwidth use and file storage associated with the Platform as set forth on the Order, and/or if Client exceeds the limits set forth in the Order, Company may impose additional fees or throttle Client’s bandwidth or file storage with the Platform, provided that Company shall provide Client with written notice when Client is close to exceeding such limits. Client shall not use the Platform to engage in any activities or conduct that is illegal.
3. Payment. In consideration for access to the Platform, Client shall make payments (“Platform Fees”), without offset or deduction, in accordance with the payment schedule set forth in the applicable Order (“Payment Schedule”). Any and all due dates specific to invoicing by Company to Client and remittance of payment by Client to Company shall adhere to the Payment Schedule. Any and all payments shall be remitted via automated clearing house (“ACH”) as defined in the Order.
3.1 Payment Details and Late Fees. Company may discontinue performance and/or suspend access to the Platform under the applicable Order if Client fails to pay any undisputed sum due upon the due date outlined in the applicable Order and fails to make such payment within thirty (30) days of receiving written notice from Company that such amount is past due. Company reserves the right to charge and collect a service fee on any unpaid, past-due Platform Fees and expenses, which remain unpaid thirty (30) days after receipt of notice from Company, equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law. All payments due hereunder shall be net of any applicable sales, use and other transaction taxes, and Client agrees to pay (or reimburse Company or its authorized representative for, as the case may be) any such taxes due in connection with the applicable Order, excluding taxes on Company’s or its authorized representative’s income. Company shall list all such taxes as a separate line item on the applicable invoice.
4. Termination for Default. If any one or more of the following events occur, said event shall be deemed a default of the applicable Order: (a) Client’s failure to pay any sum required to be paid by Client when the same shall be due and payable, which failure continues for more than thirty (30) days after receipt of written notice from the Company that such payment is past due; and/or (b) either party’s material breach or default of any term or obligation under the applicable Order, which breach or default, to the extent curable, continues for more than thirty (30) days after written notice from the non-breaching party. In the event of a default, the non-defaulting party may terminate the applicable Order. Upon any such termination, the Client’s right to access the Platform shall thereupon cease and terminate. Additionally, upon any termination by (i) Company due to Client’s default, Client shall be liable for all sums which may have been due or sustained prior to such default, for all sums yet to be realized during the length of the applicable Order; and (ii) Client as a result of Company’s default, Client shall not be liable for any additional Platform Fees after the termination date and Company shall refund any prepaid Platform Fees prorated from the date of termination until the end of the Subscription Term. Upon any termination of the applicable Order, as a result of a party’s default, the defaulting party will be liable for all damages suffered or incurred by the non-defaulting party on account of such default (if any). Each party shall be entitled to all rights and remedies now or later allowed at law or in equity, all of which shall be cumulative to the extent that the exercise of any one or more rights or remedies shall not be deemed to constitute a waiver of the non-defaulting party’s right to exercise any one or more other rights and remedies herein provided or provided at law or in equity.
5. Data and Security.
5.1 Data. All content, information or data (a) relating to Client, its affiliates or Client Users that is communicated to, or collected or processed by Company or the Platform under the applicable Order; or (b) that is provided by, or on behalf of, Client, its affiliates or Client Users to Company or the Platform (collectively, “Data”) is exclusively owned by Client and is Client’s Confidential Information (as defined below) and nothing contained in this T&C shall be considered as granting the Company any proprietary rights in the Data. Client grants Company a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and fully paid license (a) during the License Term, to use the Data solely as necessary to provide the Platform to Client for the purposes of performing the applicable Order, and (b) during and after the Term, to use the Data in an aggregated and anonymized form which does not reveal (and cannot be used to reveal) the identity of Client, its affiliates or, any Client User, or any other individual or entity (“Aggregated Data”) internally, solely as necessary to: (i) improve the Platform and Company’s related products and services; and (ii) generate statistics regarding use of the Platform. For the avoidance of doubt, no Client-only statistics or personally identifiable information of an individual will be disclosed to third parties without Client’s prior written consent.
5.2 Data Security. Company shall implement and maintain, in accordance with applicable laws, rules and regulations, administrative, technical and physical security measures that are reasonably designed and intended to (a) protect the Data and Client’s account from unauthorized access, disclosure or use; and (b) prevent the destruction, loss, or alteration of Data. Client will not attempt to disable, modify or circumvent any security safeguard adopted by Company. Client acknowledges and agrees that Company may monitor, record and audit Client’s and Client Users’ use of the Platform in order to protect the security of the Data and the security of Company’s information systems. In the event a Client User uses the Platform in a manner that poses an immediate and material risk to the security of the Platform or Company’s information systems, Client agrees that Company may suspend such Client User’s account as necessary to protect the security of the Platform or Company’s information systems, provided that Company shall, where reasonably practicable, provide reasonable advance written notice to the Client User and an opportunity to cure the use and shall suspend the Client User’s account for no longer than is required.
5.3 Data Restrictions. Company shall not use, disclose or otherwise make available any Data for any purpose other than for providing the Platform to Client and Client Users or otherwise in accordance with the applicable Order. Following the termination of the applicable Order, upon Client’s request, Company shall provide Client with limited access to the Platform to enable Client to download all Data, for a period of seven (7) days, and thereafter, Company will delete all the Data (other than Aggregated Data) from the Platform and Company’s devices and equipment; provided, however, Company shall be entitled to retain one (1) copy of all such Data solely for archival purposes, subject to Company’s continued compliance with the data security and confidentiality obligations hereunder.
6. Confidentiality. Each party shall maintain in confidence all non-public information and know-how disclosed pursuant to the applicable Order, whether communicated, disseminated, and/or shared orally and/or in a written form that is designated as proprietary and/or confidential, including, but not limited to, the terms of this T&C (“Confidential Information”), using at least the same standard of care used by each party to protect its own confidential information (but in no event less than a reasonable standard of care). Each party shall not disclose, publish, release, transfer or otherwise make available the other party’s Confidential Information in any form to, or for the use or benefit of, any person or entity other than its employees who have a need to and as required to perform its obligations or exercise its rights under the applicable Order, provided that each party may disclose the terms and conditions of the applicable Order to legal and financial consultants who agree to be bound by the terms of this Section in the ordinary course of its business.
6.1 Exclusions. The parties’ obligations of nondisclosure under this T&C shall not apply to Confidential Information which the receiving party can demonstrate: (i) is or becomes a matter of public knowledge through no fault of the receiving party; (ii) was rightfully in the receiving party’s possession prior to disclosure by the disclosing party; (iii) subsequent to disclosure, is rightfully obtained by the receiving party from a lawful possession of such Confidential Information; (iv) is independently developed by the receiving party without reference to Confidential Information. The receiving party may disclose any Confidential Information as and to the extent required to be disclosed by operation of law or by an instrumentality of the government, including any court, tribunal or administrative agency; provided that, the receiving party shall, to the extent legally permissible, notify the disclosing party prior to such disclosure and (if reasonably requested by the disclosing party and at the disclosing party’s cost) shall assist the disclosing party in seeking to obtain a protective order or to otherwise minimize the extent of such disclosure.
7. Term and Termination. This Agreement shall commence on the Effective Date and continue until termination as set forth herein. Each Order shall commence on the License Effective Date and shall continue for the License Term, unless earlier terminated as provided below.
7.1 Termination for Default. Either party may terminate the applicable Order in accordance with Section 4. Further, either party may terminate this Agreement (including all outstanding Orders) in the event of a material breach by the other party of the T&C, which breach remains uncured for a period of thirty (30) days from written notice of such breach.
7.2 Services. In the event the Agreement or applicable Order is terminated or not renewed for any reason, then any and all rights granted to Client hereunder to the Platform shall terminate and Client and all Client Users shall cease to use and access the Platform; provided, however, if an Order is terminated (rather than the entire Agreement), the rights to the Platform shall terminate only with respect to the terminated Order.
7.3 Survival. The terms and conditions which by their nature or effect are required or intended to be observed, kept, or performed after the expiration or termination of the applicable Order (including those contained in Sections 6, 7, and 10, 11, 13, and 15) shall survive any termination or expiration of the applicable Order.
7.4 Sale of Licensed Site. In the event that a Licensed Site is sold or otherwise transferred to another ownership entity via a valid third party transaction, as defined by the applicable jurisdiction in which the Licensed Site is located, the Client maintains any and all outstanding obligations related to any balance of payments due to Company prior to the date of the transfer. Should Client validly assign the applicable Order per the provisions outlined in Section 9, any and all obligations related to the applicable Order, including but not limited to any balance of payments, shall be assigned and thus become the sole obligation of the assignee. It is understood and agreed that if the applicable Order is assigned by Client to a purchaser of the Licensed Site, then from and after the date of such assignment Client shall be released and discharged from any and all liability under the applicable Order arising after the date of such assignment, and the purchaser of the Licensed Site shall be responsible for any and all such liability under the applicable Order arising after the date of such assignment, and Company will not assert any prior default of Client under the applicable Order as a defense to the performance by Company of its obligations under this T&C.
8. Force Majeure. In the event that either party is unable to perform any of its obligations under the applicable Order because of causes beyond its reasonable control or because of any act of God, including accident to third party (other than of a subcontractor) equipment or machinery; any fire, flood, hurricane, tornado, storm, climate-related event or other weather condition; any war, act of war, act of public enemy, terrorist act, sabotage, riot, civil disorder, act or decree of any governmental body; any failure of communications lines, transportation, electricity or power; any earthquake, civil disturbance, commotion; third party (other than of a subcontractor) lockout, strike or other labor or industrial disturbance; or any epidemic, pandemic, quarantine, or any other natural or artificial disaster (“Force Majeure Event”), the party who has been so affected shall immediately give written notice to the other party and shall make reasonable efforts to promptly resume performance. Upon receipt of such notice, failure to make any performance under the applicable Order so affected as a result of the Force Majeure Event shall not be deemed a breach and performance times shall be considered extended for a period of time equivalent to the time lost because of any such delay; provided that (i) the party seeking to be excused provides prompt written notice to the other party of any such delay or failure; (ii) the party seeking to be excused (and the subcontractors of such party) are without material fault in causing the default or delay; (iii) the default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing party through the use of alternate sources, workaround plans or other means; and (iv) the party seeking to be excused uses commercially reasonable efforts to continue to perform and to mitigate the impact of its non-performance notwithstanding the Force Majeure Event. In the event a Force Majeure Event prevents, hinders or delays performance of a party’s obligations for a period of thirty (30) or more days, the other party may terminate any service or the applicable Order upon written notice. Except as provided below, nothing provided herein shall excuse the delay of any payment that is validly due by Client to Company under the applicable Order. In no event shall Client be obligated to pay any Platform Fees to Company with respect to any portion of the Platform not actually provided during a Force Majeure Event.
9. Assignment. This T&C shall inure to the benefit of, and be binding on, the parties, their affiliates, successors and administrators, heirs and permitted assigns. Neither Party may assign or transfer, the applicable Order or all or any part of its rights or obligations under this T&C without the other Party's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, either party shall have the right to assign the applicable Order or its rights or delegate any of its responsibilities under this T&C (i) to an affiliate; or (ii) in connection with a merger, consolidation or reorganization of Client or the sale of substantially all of its assets or business; and (iii) Client shall have the right to assign the applicable Order in connection with one or more sales of any Licensed Sites as set forth in Section 7.4; provided that the assigning party shall inform the other party of such assignment or delegation in writing within thirty (30) days from the date of such assignment.
10. Representations and Warranties, Indemnification and Limitation of Liability.
10.1 Representations and Warranties. Company represents and warrants that (a) the Platform shall conform in every material respect to the requirements and specifications set forth in the applicable Order; provided, however, Company’s sole liability and Client’s sole remedy in the event of a breach of the foregoing Company shall correct or re-perform any defective or nonconforming portion of the Platform at its expense, and if Company is not able to correct or re-perform any defective or nonconforming portion of the Platform, then Client shall have the right to terminate the applicable Order and receive a refund of all pre-paid amounts for the period of time following the effective date of termination; (b) the Company implements and maintains reasonable safeguards consistent with good industry practices designed to prevent the introduction into the Platform of any viruses or any other code that would have the effect of disabling or otherwise shutting down all or any portion of the Platform or any of Client systems, other than code that is intentionally inserted by Company in the ordinary course of business to monitor and manage usage, including to disable unauthorized use; (c) Company is authorized to grant to Client, such rights as are granted pursuant to the applicable Order and as are required for Client to receive access to the Platform as authorized by this Agreement; (d) neither the Platform, nor the use thereof as contemplated by this T&C, shall infringe or constitute an infringement or misappropriation of any third party intellectual property or other proprietary or privacy right (provided, however, Company’s sole liability and Client’s sole remedy in the event of a breach of this representation and warranty in Section 10.1(d) is Company’s indemnification obligation in Section 10.2 below); and (e) Company shall comply with all laws, rules and regulations, including data privacy and protection laws, applicable to Company’s performance of its obligations hereunder (provided, however, Company’s sole liability and Client’s sole remedy in the event of a breach of this representation and warranty in Section 10.1(e) is Company’s indemnification obligation in Section 10.2 below).
10.2 Indemnification. Client agrees to protect, indemnify, defend, and hold harmless the Company and its affiliates, subsidiaries, parent corporations, officers, directors, agents, and employees from and against any and all losses, damages, expenses, claims, demands, liabilities, judgments, settlements, fines, penalties, amounts, costs, and causes of action of every type and character to the extent arising out of or in connection with any demands, claims, and causes of action brought by a third party alleging (a) a claim of personal injury or property damage arising from Client’s gross negligence or willful misconduct in connection with the Licensed Site; and (b) any violation by Client of applicable federal, state, or local laws, rules, or regulations, or the laws, rules, or regulations of any foreign jurisdiction. Company agrees to protect, indemnify, defend, and hold harmless the Agent, Client, Client Users and its and their respective affiliates, subsidiaries, parent corporations, officers, directors, partners, members, agents, employees, and tenants, guests, or invitees at the Licensed Site(s) from and against any and all losses, damages, expenses, claims, demands, liabilities, judgments, settlements, fines, penalties, amounts, costs, and causes of action of every type and character to the extent arising out of or in connection with any demands, claims, and causes of action brought by a third party alleging (i) that the Platform, or any services or materials provided hereunder, or the use thereof by Client or the Client Users as authorized herein infringes, violates or misappropriates a third-party’s intellectual property or other proprietary rights; (ii) a claim of personal injury or property damage arising from Company’s gross negligence or willful misconduct; (iii) any violation by Company of applicable federal, state, or local laws, rules, or regulations or the laws, rules or regulations of any foreign jurisdiction (including Data Protection Legislation) in Company’s performance of its obligations hereunder; and (iv) any violation by Company of Section 5 or 6. The remedy set forth herein will be Client’s sole remedy and Company’s sole liability for any infringement claim arising under the applicable Order.
10.3 Limitations of Liability. EXCEPT FOR LIABILITY ARISING FROM (a) A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (b) COMPANY’S BREACH OF SECTIONS 5; (c) EITHER PARTY’S BREACH OF SECTION 6; OR (d) A PARTY’S OBLIGATIONS UNDER SECTION 10.1 or 10.2, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT LOSSES OR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES IN CONNECTION WITH THE APPLICABLE ORDER; AND (ii) EXCEPT FOR THE HIGHER LIMIT PROVIDED IN SUBPARAGRAPH (iii) BELOW, IN NO EVENT WILL EITHER PARTY’S LIABILITIES TO THE OTHER PARTY UNDER THE APPLICABLE ORDER EXCEED, IN THE AGGREGATE ALL PLATFORM FEES PAID AND PAYABLE UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; AND (iii) IN NO EVENT WILL COMPANY’S LIABILITIES UNDER THE APPLICABLE ORDER RELATING TO 10.3(b) EXCEED THE GREATER OF (I) TWO (2) TIMES ALL PLATFORM FEES PAID AND PAYABLE UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, AND (II) ONE MILLION UNITED STATES DOLLARS ($1,000,000). COMPANY ACKNOWLEDGES AND AGREES THAT ANY AGENT ACTING IN ITS CAPACITY AS MANAGING AGENT OF THE LICENSED SITE FOR CLIENT SHALL HAVE NO LIABILITY OR OBLIGATION TO COMPANY UNDER THE APPLICABLE ORDER.
11. Notices. Notices hereunder shall be in writing and shall be sent by an internationally recognized overnight delivery service with tracking capabilities (such as FedEx or United Parcel Service), with a contemporaneous email copy, addressed as follows:
If to company: Livelyhood, Inc. (dba cove) 1666 Connecticut Ave NW Washington DC 20009
Attention: Liz Braden Email: notices@cove.is
All notices under these T&C will be deemed to have been duly given when received, if personally delivered; when receipt is confirmed, if sent by certified or registered mail, return receipt requested.
12. Service Levels. Company shall use commercially reasonable efforts to maintain the online availability of the Platform for a minimum availability in any given month of 99.9% (“Uptime Guarantee”) excluding Scheduled Maintenance, a Force Majeure Event, or any outage that results from any Client or third-party technology issue (“Excused Downtime”). “Scheduled Maintenance” shall mean the maintenance or repairs to the resources or technology used to provide the Platform that is scheduled to occur daily between the hours of 12:00-5:00AM EST (05:00-10:00 UTC). Company reserves the right to conduct Scheduled Maintenance outside the daily 12:00-5:00AM EST window with written notice to Client 48 hours in advance. In addition, Company reserves the right to modify the Platform from time to time by adding, deleting, or modifying features to improve the user experience or for other business purposes, and to modify the customer support provided in connection with the T&C. Company further reserves the right to discontinue any feature of the Platform at any time at Company’s sole, reasonable discretion. Any such modification or discontinuance during any License Term shall not materially decrease the overall functionality of the Platform. In the event Company fails to meet the Uptime Guarantee, Client shall receive a credit against the Platform Fees (each, an “SLA Credit” and collectively, the “SLA Credits”) of 2% of the annual Platform Fees divided by 12 for each .25% below the Uptime Guarantee.
13. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law provisions. Any dispute between the parties must be brought in a Federal or state court located in the District of Columbia.
14. Headings. The headings in this T&C are for reference only and shall not affect the interpretation of this T&C.
15. Waiver and Severability. If any provision (or portion thereof) of this Agreement or the application thereof to any person or circumstance is determined to be invalid or unenforceable, the remaining provisions of this Agreement or the application of such provision to other persons or to other circumstances shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. Either party’s waiver of any default by the other party, or any failure by a party to strictly enforce any term or condition herein or to exercise any right arising hereunder, shall not constitute a waiver (a) of any subsequent default, or (b) such party’s right to strictly enforce such terms or conditions or exercise such right thereafter.
16. Entire Agreement. The parties acknowledge that this Agreement, including any Schedules attached hereto, constitutes the complete and exclusive agreement respecting the subject matter hereto and supersedes and renders null and void any and all agreements and proposals (oral or written), understandings, representations, conditions and other communications between the parties relating hereto. Company may update the T&C from time to time upon written notice to Client, and such updated terms will be binding on Client; provided, however, any material changes to the T&C will be mutually agreed upon by Company and Client in writing.
17. Counterparts; Electronic Signatures/Acceptance. This Agreement (including each Order) may be executed in one or more counterparts each of which shall be deemed to be an original instrument and all of which together shall constitute a single agreement. This Agreement (including the applicable Order) may be accepted in electronic form (e.g., by an electronic or digital signature or other means of demonstrating assent) and your acceptance will be deemed binding between the parties. Client agrees that it will not contest the validity or enforceability of the applicable Order because it was accepted in electronic form. If this Agreement (including any Order) has been executed by electronic signature, all parties executing this document are expressly consenting under the Electronic Signatures in Global and National Commerce Act (“E-SIGN”), and Uniform Electronic Transactions Act (“UETA”), that a signature by fax, email or other electronic means shall constitute an Electronic Signature to an Electronic Record under both E-SIGN and UETA with respect to this specific transaction.
Last Update of T&C: 07/16/2023