COVER TERMS OF SERVICE

Last Updated: November, 4, 2024

These Terms of Service (“Terms”) apply to your access to and use of (i) the website located at www.coverworldwide.com (or any successor links) and all associated web pages, websites, and social media pages (the “Site”) provided by Cover Inc. (“Cover”, “we”, “our” or “us”), (ii) mobile applications that may be downloaded to your smartphone or tablet (each an “App”), (iii) and online services accessible via the Site and App (together with the Site and App, the “Services”). When we say, “you,” “your” or “yourself”, we mean you as an individual or the legal entity exercising rights under these Terms through you. If you use the Services on behalf of another person or entity, (i) all references to “you” throughout these Terms will include, and these Terms will be binding on, that person or entity, (ii) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (iii) in the event you violate these Terms, that person or entity agrees to be responsible to us.

BY AGREEING TO THESE TERMS, YOU AND COVER AGREE TO RESOLVE MOST DISPUTES SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. IF YOU DO NOT WISH TO ARBITRATE DISPUTES WITH COVER, YOU MAY OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 19(K). If you do not agree to these Terms, do not use our Services.

We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Services.

  1. Cover Services

Cover is a platform designed for chefs and food enthusiasts to share and access a wide array of recipes and other cooking resources. The Cover Services offer five levels of subscriptions: Premium, Platinum, Professional, Platinum Contributor, and Professional Contributor (each a "Subscription Tier"). Each Subscription Tier provides varying levels of access to the platform's features and varying amounts of monthly Credits (as described in Section 7) to access recipes. Platinum Contributor and Professional Contributor subscribers may also be permitted to enroll in the Contributor Program (as further described in Section 8) to receive payments for their contributed recipes.

  1. Eligibility and Use Restrictions

Cover is a platform designed for chefs and food enthusiasts to share and access a wide array of recipes and other cooking resources. The Cover Services offer five levels of subscriptions: Premium, Platinum, Professional, Platinum Contributor, and Professional Contributor (each a "Subscription Tier"). Each Subscription Tier provides varying levels of access to the platform's features and varying amounts of monthly Credits (as described in Section 7) to access recipes. Platinum Contributor and Professional Contributor subscribers may also enroll in the Contributor Program (as further described in Section 8) to receive payments for their contributed recipes.

  1. Age. You must be at least 13 years old to use the Services. Users under 18 years of age (or the age of legal majority where the user lives) may only use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. The parent or legal guardian of a user under the age of 18 (or the age of legal majority) is fully responsible for the acts or omissions of such user in relation to our Services. If you are a parent or legal guardian and you believe that your child under the age of 18 is using our Services without your consent, please contact us at support@coverworldwide.com.
  1. Jurisdiction. You may only use our Services in jurisdictions authorized by Cover. Use of our Services is currently authorized only in the United States.
  1. Your Information

You may provide certain information to Cover in connection with your access or use of our Services, or we may otherwise collect certain information about you when you access or use our Services. You agree to receive emails, SMS or text messages, and other types of communication from Cover via the Services using the email address or other contact information you provide in connection with the Services. You represent and warrant that any information that you provide to Cover in connection with the Services is accurate.

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.

  1. Accounts

You must create an account with Cover in order to use some Services. If you create an account with us, you must: (a) not share or permit others to use your individual account credentials; (b) promptly update any information contained in your account if it changes; (c) use a strong password for your account that is unique to our Services and not used by you in any other website or online service; and (d) maintain the security of your account, as applicable, and promptly notify us if you discover or suspect that someone has accessed your account without your permission. We reserve the right to reject, require that you change, or reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.

  1. User Content
  1. Our Services may allow you and other users to create, post, store, and share content, including recipes, reviews, messages, job postings, text, photos, videos, and other materials (collectively, “User Content”). Depending on your account settings, when you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others. If you choose to make any of your information publicly available through the Services, you do so at your own risk.
  1. Except for the license you grant below, as between you and Cover, you retain all rights in and to your User Content, excluding any portion of the Services included in your User Content. You grant Cover and its subsidiaries and affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you or any third party. You hereby irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory.
  1. You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, post, store, or share any User Content that:
  • Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
  • Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law;
  • May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
  • Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
  • Impersonates, or misrepresents your affiliation with, any person or entity;
  • Contains any unsolicited promotions, political campaigning, advertising, or solicitations;
  • Contains any private or personal information of a third party without such third party’s consent;
  • Contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or
  • In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Cover or others to any harm or liability of any type.
  1. If you include recommendations of products or brands in your User Content, you agree to comply with applicable advertising laws or content guidelines, including the FTC’s Endorsement Guides.
  1. Enforcement of this Section 5 is solely at Cover’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 5 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.
  1. We do not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may:
  • Delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including without limitation for any violations of applicable law or these Terms;
  • Terminate or suspend your access to all or part of the Services, temporarily or permanently, if your User Content or conduct is reasonably likely, in our sole determination, to violate applicable law or these Terms;
  • Take any action with respect to your User Content that is necessary or appropriate, in Cover’s sole discretion, to ensure compliance with applicable law and these Terms, or to protect Cover’s rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and
  • As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content on or through the Services.
  1. Prohibited Conduct
  1. Use of our Services is subject to your compliance with our Community Guidelines and this Section 6. You will not use our Services if you are not eligible to use our Services in accordance with Section 2 and will not use our Services other than for their intended purpose. Further, you will not, on or in connection with our Services:
  • Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
  • Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
  • Use or attempt to use another user’s account or information without authorization from that user and Cover;
  • Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
  • Sell or resell our Services;
  • Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
  • Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
  • Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;
  • Reverse engineer any aspect of our Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
  • Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services except in accordance with instructions contained in our robot.txt file to compile results for public search engine;
  • Develop or use any applications or software that interact with our Services without our prior written consent;
  • Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
  • Link to any online portion of the Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by Cover; or
  • Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.
  1. Enforcement of this Section 6 is solely at Cover’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.
  1. Cover Membership Program and Subscription Operation

As described in further detail below, some Services are only accessible if you enroll in an automatically renewing subscription with Cover (a “Recurring Subscription”).

  1. Subscription Benefits. You may be able to access different benefits depending on which Subscription Tier you choose. A description of the benefits associated with different Subscription Tiers will be provided on the Services.
  1. Subscription Fees. Recurring Subscriptions may be made available on either a monthly or a yearly basis (“Subscription Periods”) for the recurring fee indicated at the time you enroll (“Subscription Fee”). Recurring Subscriptions are continuous until you cancel them, and you will be charged the Subscription Fee both (i) when you initially enroll in a Recurring Subscription or when your Promotional Offer (as defined in Section 7(f) below) ends and (ii) at the beginning of each subsequent Subscription Period until you cancel. You hereby authorize Cover to use the payment information you provide to automatically charge you the Subscription Fee at the beginning of each Subscription Period until you cancel your Recurring Subscription. You are responsible for ensuring that you have the right to use any payment method that you submit in connection with a Recurring Subscription. In the event that your payment method cannot be charged for a Subscription Fee, Cover may in its sole discretion suspend your access to the Services and continue to bill you for Services until payment is received. In the event legal action is necessary to collect on balances due, you will reimburse us and our vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses.
  1. Managing Subscriptions. You may change your Subscription Tier or cancel your Recurring Subscription through the membership portal accessible from the Site. You must change your Subscription Tier or cancel your Recurring Subscription at least 24 hours before the end of the current Subscription Period to avoid being charged the Subscription Fee for your current Subscription Tier for the next Subscription Period. If you change your Subscription Tier, that change will take effect the next Subscription Period as long as you have provided at least 24 hours’ notice. If you cancel your Recurring Subscription before the end of the current Subscription Period, we will not refund any Subscription Fees already paid to us and, as long as you have provided at least 24 hours’ notice, your Recurring Subscription will be cancelled at the end of its then-current Subscription Period.
  1. Credits. Certain Subscription Tiers may provide you with an allotment of or the opportunity to buy credits (“Credits”) each month. Credits have no cash value and are personal to you, meaning they cannot be sold, transferred (by operation of law or otherwise), assigned, or shared. You may redeem Credits as permitted by the Services to access (“Follow”) certain recipes or other content that other users have posted to the Service. Any Credits you have purchased will be redeemed before any Credits granted in connection with your Subscription Tier. Unused Credits expire on the earlier of (i) the credit terms as stated in the description of the benefits associated with different Subscription Tiers and (ii) the date your account is closed. Credits closest to expiring will automatically be used first, and expired Credits are removed from your account.
  1. Plan Changes. Cover may change the Subscription Fee charged for Recurring Subscriptions or change the benefits offered by a Subscription Tier at any time by posting updated pricing or tier benefits on the Services; provided, however, that the Subscription Fee for your Recurring Subscription will remain in force for the duration of any Subscription Period for which you have paid. After that Subscription Period ends, you will be charged at the then-current Subscription Fee on a going forward basis. If you do not agree to a Subscription Fee change, you must cancel your Recurring Subscription at least 24 hours before the changes take effect.
  1. Promotional Offers. You may be offered a trial period before your Recurring Subscription begins or a discounted initial Subscription Fee on a Recurring Subscription through the use of promotional codes, coupon codes, offer codes, or other promotional discounts (each a “Promotional Offer”). If we offer you a Promotional Offer, the specific terms of your Promotional Offer will be provided in the marketing materials describing the particular offer or at registration (“Offer Terms”). You must meet all eligibility requirements stated in these Terms and the Offer Terms to enroll in a Promotional Offer. Unless stated otherwise in the Offer Terms, Promotional Offers are only for new customers who have not previously subscribed to the Services or enrolled in a Promotional Offer. Cover reserves the right, in its discretion, to determine your Promotional Offer eligibility, and to modify or cancel a Promotional Offer at any time. Promotional Offers only last for the period of time stated in the Offer Terms (the “Promotional Period”). Unless otherwise stated in the Offer Terms or at registration, payment information is required to enroll in a Promotional Offer. By enrolling in a Promotional Offer, you enroll in a Recurring Subscription, and the Subscription Fee for your Promotional Subscription will, during the Promotional Period, be the price stated in the Offer Terms. Upon the end of the Promotional Period, your Recurring Subscription will automatically renew at the then-current price as stated in Section 7(b). If you do not wish to be charged at the then-current price, you must cancel your Recurring Subscription as stated in Section 7(c) at least 24 hours before the end of the Promotional Period.
  1. Eligibility. To enroll in a Recurring Subscription, you must have a valid billing address within a country that can be selected as part of the signup process in the Services.
  1. Restrictions. You may not resell access to the Services or use the Services for the benefit of any third-party.
  1. Prices and Taxes. The Subscription Fee shown when enrolling in a Recurring Subscription excludes all taxes. Taxes will be added to the amount of your Subscription Fee and itemized on the checkout page. You will have an opportunity to review taxes before you confirm your enrollment. We do not collect taxes for jurisdictions in which we do not have a substantial nexus, in which case you will be liable to the appropriate taxing authority for any sales taxes relating to your Recurring Subscription.
  1. Refunds. You may cancel your Recurring Subscription at any time, but no refunds are offered for Recurring Subscriptions.
  1. Reservation of Rights. Cover reserves the right, including without prior notice, to impose conditions on the honoring of any Promotional Offers; to bar any user from enrolling in a Recurring Subscription; and to alter the payment option for Recurring Subscriptions.
  1. Contributor Program
  1. Contributor Program. While you maintain a Recurring Subscription to the Platinum Contributor or Professional Contributor Subscription Tier, Cover may permit you to sign up for the Contributor Program, which makes you eligible to earn a Contributor Payout, as described below.
  1. Contributor Payout. While you maintain enrollment in the Contributor Program and a Recurring Subscription to the Platinum Contributor or Professional Contributor Subscription Tier, your account will be credited with funds for each user with a Recurring Subscription that Follows one of your recipes for a quarter (the “Contributor Payout”). The amount of funds that will be credited to your account for each recipe you post depends on the tier of the recipe (“Recipe Tier”) and the Subscription Tier of the users who Follows the recipe. If a user stops Following your recipe before the end of a quarter, for example because the user has ended their Recurring Subscription, you will be credited a Contributor Payout for the partial quarter based on the number of months a user was Following your recipe. If you downgrade your Subscription Tier but remain eligible for the Contributor program, you will only receive a Contributor Payout for recipes posted at a Recipe Tier at or below your new Subscription Tier. See our Contributor Payout Guidelines for current Contributor Payout amounts. Cover may change the Contributor Payout Guidelines at any time by posting an updated version, with all such changed going into effect at the start of the next quarter.
  1. Payment. Here’s what to expect with Cover’s payment process:
  • Paid Quarterly: Cover will, subject to your ongoing compliance with Section 23, initiate an electronic funds transfer of your Contributor Payout balance to you each quarter. The funds transfer will be made to the account information you provide, and the amount transferred to you will be Cover’s then current calculation of the Contributor Payout owed to you minus any amounts you may owe to Cover under these Terms. All transfers to you will be payable in United States dollars. You may occasionally experience delays in accessing such funds after Cover has initiated a transfer. We may also block or hold payments for violations of these Terms or based on our policies or for compliance reasons, including when you have not provided adequate tax reporting information.
  • Contributor Payout Minimum: Generally, we will only initiate a transfer to you if your Contributor Payout balance is $100 or more. If you haven’t accrued $100 in unpaid Contributor Payout, we will roll your unpaid Contributor Payout over to the next quarter and initiate a transfer to you only when your Contributor Payout balance crosses the $100 payment threshold. We will, however, initiate a transfer for any Contributor Payout that was credited to you more than a year ago, regardless of the amount.
  • Offsets and Bank Fees: If we incur any wire transfer, bank, or payment fees, we may deduct those fees from your Contributor Payout. We have no responsibility for any of these types of fees incurred by you. We may also deduct from your Contributor Payout any amounts that you owe to us under these Terms.
  1. Tax Forms. You must provide Cover or a third-party payment provider designated by Cover with your bank or other payment account details and a completed Form W-9 along with any other tax information identified by Cover. You represent and warrant that all tax information you provide in connection with these Terms is accurate, and you will inform Cover or its designated third-party payment provider if any of the information you have provided changes. If you do not provide full and complete information as required by this section, Cover may not transfer any Contributor Payout to you.
  1. Premium Responsibilities. While you maintain a Recurring Subscription to the Professional Contributor Subscription Tier, you must respond to all messages you receive on the Cover Chef Chat messaging platform from users Following your recipes within 48 hours. If you, in Cover’s sole opinion, consistently fail to respond to messages within 48 hours, Cover may downgrade your Subscription Tier.
  1. Promotions

Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern.

  1. Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights in the Services are owned by Cover or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services and intellectual property rights in the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal or internal use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights.

  1. Trademarks

The Cover, Nosh Pit, Cover Culinary Exchange, Cover Connect, and Cover Chef Chat names and our logos, our other product or service names, slogans, and the look and feel of the Services are trademarks of Cover and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

  1. Feedback

You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Cover or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to improve or develop products or services in Cover’s sole discretion. Cover will exclusively own all works or improvements based on any Feedback. You understand that Cover may treat Feedback as nonconfidential.

  1. Repeat Infringer Policy; Copyright Complaints
  1. Our Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others.
  1. Reporting Claims of Copyright Infringement. If you believe that any content on our Services infringe any copyright that you own or control, you may notify Cover’s designated agent as follows:

Designated Agent: Copyright Manager
Address: 110 N. Bridge St.
P.O. Box 77
Bellaire, MI 49615
Telephone Number: 312.672.2473
Email Address: copyrightcompliance@coverworldwide.com

Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on our Services is infringing, you may be liable to Cover for certain costs and damages.

  1. Third-Party Content and Offerings
  1. Third-party code may be utilized in connection with the Services that may be subject to open-source licenses (“Open-Source Software”). The Open-Source Software is licensed to us under the terms of the license that accompanies such Open-Source Software and may be licensed to you under the terms of the same license or through other terms. Nothing in the Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software.
  1. We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content, information, or offerings available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content for those interested in such content, but your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.
  1. We have no obligation to monitor Third-Party Content, and we may block or disable access to any Third-Party Content (in whole or part) through our Services at any time. Your access to and use of such Third-Party Content may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Content). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.
  1. Indemnification

To the fullest extent permitted by applicable law, you will indemnify and hold harmless Cover and our subsidiaries and our officers, directors, agents, partners, and employees (individually and collectively, the “Cover Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (including attorneys' fees) associated with claims, demands or other actions arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. The Cover Parties will have control of the defense or settlement, at Cover's sole option, of any third-party claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Cover or the other Cover Parties.

  1. Disclaimers

Your use of our Services and any content or materials provided therein or therewith is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Services and any content or materials provided therein or therewith are provided “as is” and “as available” without warranties of any kind, either express or implied. Cover disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

In addition, Cover does not represent or warrant that our Services or any content provided therein or therewith are accurate, complete, reliable, current, or error-free or that access to our Services or any content provided therein or therewith will be uninterrupted. While Cover attempts to make your use of our Services safe, we cannot and do not represent or warrant that our Services or any content provided therein or therewith or our servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Services and any content provided therein or therewith. All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Cover and the other Cover Parties.

  1. Limitation of Liability
  1. To the fullest extent permitted by applicable law, Cover and the other Cover Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, or special damages or lost profits, even if Cover or the other Cover Parties have been advised of the possibility of such damages.
  1. The total liability of Cover and the other Cover Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $50 or the amount paid by you to Cover for use of our Services in the six months preceding the date on which the first claim giving rise to liability arose.
  1. The limitations set forth in this Section 17 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Cover or the other Cover Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
  1. Release

To the fullest extent permitted by applicable law, you release Cover and the other Cover Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

  1. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND COVER TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU AND COVER CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND COVER FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND COVER AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. COVER AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY’S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 19(l), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THESE TERMS.

  1. Claims This Section Applies To. The dispute resolution and binding arbitration terms in this Section 19 apply to all Claims between you and Cover. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed below) between you and Cover, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that either party wishes to seek legal recourse for and that arises from or relates to these Terms or the Services, including any privacy or data security claims or claims related to the validity, enforceability, or scope of the arbitration requirement or any portion of it.
  1. Informal Dispute Resolution Prior to Arbitration. If you have a Claim against Cover or if Cover has a Claim against you, you and Cover will first attempt to resolve the Claim informally in order to try and resolve the Claim faster and reduce costs for both parties. You and Cover will make a good-faith effort to negotiate the resolution of any Claim for 30 days, or such longer period as mutually agreed in writing (email suffices) by the parties, (“Informal Resolution Period”) from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with these Terms.

    You will send any Claimant Notice to Cover by email to legal@coverworldwide.com. Cover will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Cover. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.

    The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or Cover cannot proceed to arbitration before the end of the Informal Resolution Period. If you or Cover file a Claim in court or proceed to arbitration without complying with the requirements in Section 19, including waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court to enjoin the filing and seek damages from the party that has not followed the requirements in this Section to reimburse it for any arbitration fees and costs already incurred as a foreseeable consequence of that breach.

    The statute of limitations and any filing fee deadlines for a Claim will be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.
  1. Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual property rights of you or Cover, including any disputes in which you or Cover seek injunctive or other equitable relief for the alleged unlawful use of your or Cover’s intellectual property or other infringement of your or Cover’s intellectual property rights (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 19(b) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
  1. Binding Individual Arbitration. Subject to the terms of this section, Claims may only be settled by binding individual arbitration conducted by the American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”). For Claims arbitrated by the AAA, if you are a “Consumer,” meaning that you only use the Services for personal, family, or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules are the rules applicable to Claims between you and Cover as modified by these Terms (the “Rules”). For Claims arbitrated by the AAA, if you are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures are the Rules applicable to Claims between you and Cover as modified by these Terms.

    These Terms affects interstate commerce, and the enforceability of this Section 19 will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Cover to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence). To the extent that you prevail on a Claim and seek public injunctive relief (that is, injunctive relief whose primary purpose and effect is to prohibit and enjoin conduct harmful to the general public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration.
  1. Arbitration Procedure and Location. You or Cover may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with AAA in accordance with the Rules.

    Instructions for filing a demand for with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Cover Inc., by email to legal@coverworldwide.com. Cover will send any demand for arbitration to you by certified mail or email using the contact information you have provided to Cover.

    The arbitration will be conducted by a single arbitrator in the English language. You and Cover both agree that the arbitrator will be bound by these Terms.

    For Claims in which the claimant seeks less than USD $10,000, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in Grand Rapids, MI, unless you are a Consumer and the arbitrator determines that this would pose a hardship for you, in which case the in-person hearing may be conducted in the claimant’s state and county of residence. If you reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules.

    The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Cover agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

    An arbitration award, and any judgment confirming it, apply only to that specific case; it cannot be used or offered as precedent in any other case except to enforce the award itself unless the parties agree prior to issuance of the award. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.
  1. Arbitration Fees. To the extent permitted by applicable law, a claimant must pay all costs incurred by the defending party, including any attorney’s fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument or (ii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.
  1. Frivolous or Improper Claims. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.
  1. One Year to Assert Claims. To the extent permitted by law, any Claim by you or Cover against the other must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Cover will no longer have the right to assert that Claim.
  1. Confidentiality. If you or Cover submits a Claim to arbitration, you and Cover agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Cover agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.
  1. Mass Arbitrations. If 25 or more Claimant Notices are received by a party that raise similar claims and have the same or coordinated counsel, these will be considered “Mass Arbitrations” and will be treated as mass arbitrations according to the AAA’s Mass Arbitration Supplementary Rules, if and to the extent Mass Arbitrations are filed in arbitration as set forth in these Terms. You or Cover may advise the other of your or Cover’s believe that Claims are Mass Arbitrations, and disputes over whether a Claim meets the definition of “Mass Arbitrations” will be decided by the arbitration provider as an administrative matter. To the extent either party is asserting the same Claim as other persons and are represented by common or coordinated counsel, that party waives any objection that the joinder of all such persons is impracticable. The following procedures are intended to supplement the AAA’s Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them.

    Mass Arbitrations may only be filed in arbitration as permitted by the process set forth below. Applicable statutes of limitations will be tolled for Claims asserted in Mass Arbitrations from the time a compliant Claimant Notice has been received by a party until these Terms permits such Mass Arbitration to be filed in arbitration or court.

    Initial Bellwether: The bellwether process set forth in this section will not proceed until counsel representing the Mass Arbitrations has advised the other party in writing (email suffices) that all or substantially all the Claimant Notices for the Mass Arbitrations have been submitted.

    After that point, counsel for the parties will select 30 Mass Arbitrations to proceed in arbitration as a bellwether to allow each side to test the merits of its arguments. Each side will select 15 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The parties acknowledge that resolution of some Mass Arbitrations will be delayed by this bellwether process. Any remaining Mass Arbitrations shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in this Section 19(j).

    A single arbitrator will preside over each Mass Arbitration chosen for a bellwether proceeding, and only one Mass Arbitration may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.

    Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Mass Arbitrations, with the mediator’s fee paid for by Cover. Counsel for the claimants and the other party must agree on a mediator within 30 days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the arbitration provider will appoint a 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.

    Remaining Claims: If the mediation process concludes with 100 or more unresolved Mass Arbitrations remaining, any party to a remaining Mass Arbitration may elect to no longer have the arbitration requirement in this Section 19 apply to all remaining Mass Arbitrations for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether process or global mediation. To be effective, such an election must be communicated in writing (email suffices) to counsel for the opposing party within 30 days of mediation concluding. Mass Arbitrations released from the arbitration requirement must be resolved in accordance with Section 20.

    If the mediation process concludes with fewer than 100 Mass Arbitrations remaining or if no party makes a timely election as provided for in the previous paragraph, the arbitrator will randomly select 50 Mass Arbitrations (or the total remaining amount if less than 50) to proceed in arbitration as a second batch. The arbitrator will randomly select eligible claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. Once all arbitrations in the foregoing process are complete, the parties will repeat this process until all Mass Arbitrations have been arbitrated.

    If Mass Arbitrations released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in Mass Arbitrations for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.

    A court will have authority to enforce the bellwether and mediation processes defined in this section and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.
  1. Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by emailing legal@coverworldwide.com. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 20.
  1. Rejection of Future Arbitration Changes. You may reject any change we make to Section 19 (except address changes) by sending us notice of your rejection within 30 days of the change via email at legal@coverworldwide.com. Changes to Section 19 may only be rejected as a whole, and you may not reject only certain changes to Section 19. If you reject changes made to Section 19, the most recent version of Section 19 that you have not rejected will continue to apply.
  1. Severability. If any portion of this Section 19 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 19 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 19; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 19 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 19 will be enforceable.
  1. Governing Law

Any dispute, claim, or controversy arising from or relating to these Terms or the Service will be governed by and construed and enforced in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute, claim, or controversy arising from or relating to these Terms or the Service that is not subject to arbitration pursuant to Section 20 and that cannot be heard in small claims court will be resolved exclusively in the state courts or the federal courts located in New Castle County, Delaware. You and Cover waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section will not apply to you to the extent that local law conflicts with this section.

  1. Modifying and Terminating Our Services

We reserve the right to modify our Services, to suspend or terminate your access to our Services, or to suspend or terminate providing all or part of our Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. All modifications and additions to the Services will be governed by the Terms or Supplemental Terms, unless otherwise expressly stated by Cover in writing. You also have the right to stop using our Services at any time, and you may terminate these Terms by ceasing use of our Services. The parties’ respective rights and obligations under Sections 5(b), 10 (first two sentences and last sentence only), and 11-24 of these Terms, together with all other provisions that may reasonably be construed to survive, will survive the expiration or termination of these Terms for any reason.

  1. Severability

Except as stated in Section 19(m), if any portion of these Terms is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.

  1. Export Control

You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

  1. Miscellaneous
  1. Cover’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between Cover and you may be conducted electronically. We may assign the Terms, in whole or in part, with or without notice to you. You can’t assign your rights or obligations under the Terms, and any attempted assignment in violation of this sentence will be is void.
  1. If you have a question or complaint regarding the Services, please send an email to support@coverworldwide.com. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us. Further, under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.
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