API Terms of Use

1. Definitions

1. 1.1 "Application" or "App" means any software or mobile application, website, product or service that is developed, created or offered using the Covalent API.
   
   

2. 1.2 "API Reference" means the documentation, data, information and other instructions that Covalent provides regarding the use of the Covalent API found at https://covalenthq.com/docs/api
   
   

3. 1.3 "API" means the Application Programming Interface made available to the public by Covalent as well as the related API Reference.
   
   

4. 1.4 “Beta Versions” means versions of new functionality for the API Services and/or Updates that are not generally commercially available and which Covalent may pre-release to all or some of its customers for which customers are expected to report any bugs they encounter and provide feedback before the general release.‍
   
   

5. 1.5 “Company Technology” means Covalent’s proprietary technology including Covalent’s Services, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know- how, trade secrets and any related intellectual property rights throughout the world (whether owned by Covalent or licensed to Covalent from a third party) and also including any derivatives, improvements, enhancements or extensions of the foregoing conceived, reduced to practice or developed during the term of the Agreement.
   
   

6. 1.6 “Data” means information, data, text, content, videos, images, audio clips, photos, graphics, and / or other types of content, information and/or data made available through the Covalent API, including any of the foregoing obtained or licensed by Covalent from publicly available sources or third party providers.
   
   

7. 1.7 “Free Tier” means a no fee access to the API Services with limited functionality meant to review, demonstrate and evaluate the API Services. 
   
   

8. 1.8 “Order Form” means Covalent’s standard order form signed by an authorized representative of each party and pursuant to which Customer orders the API Services and which sets forth the applicable subscription fees and other information relevant to Customer’s access and use of the API Services.
   
   

9. 1.9 “Rate Limits” means limits to the number of API calls to the API Services.
   
   

10. 1.10 “Updates” mean all upgrades, enhancements, improvements, maintenance releases, additions, and modifications of the Covalent API made generally commercially available as part of the API Services during the Term of this Agreement. Updates may also include updates and new features and/or functionality for the Services, for which Covalent reserves the right to charge an additional fee if Customer elects to activate such new features and/or functionality of the Services, as applicable.
    
    

2. Services

1. 2.1 API Services. The API Services consist of the Covalent API utilizing Covalent’s proprietary systems, programs, applications and software. Subject to and in accordance with this Agreement and the applicable Order, including, without limitation, payment of all applicable fees, Covalent will use reasonable commercial efforts to make the API Services available to Customer. In addition to making available the API Services to Customer, Covalent may, from time to time in its sole discretion, make available to Customer Beta Versions. Use of Beta Versions is at Customer’s sole risk.
   
   

2. 2.2 Customer Access. Customer acknowledges and agrees that Customer’s and its Users’ access and use of the API Services is dependent upon access to telecommunications and Internet services. Customer will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the API Services, including, without limitation, all costs, fees, expenses, and taxes of any kind related to the foregoing. Covalent will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications or Internet services or any such hardware or software.‍
   
   

3. 2.3 Modifications to the API Services. Covalent reserves the right to modify the API Services on a continuous basis and if any such modification materially and adversely reduces the functionality of the API Services, Customer may terminate its subscription for the API Services pursuant to Section 5. Covalent may condition the implementation of new features, functionality or other modifications to the API Services on Customer’s payment of additional fees provided that Covalent generally charges other customers for such modifications.
   
   

4. 2.4 Support Services. Covalent will provide the Support Services as defined in, and subscribed to by Customer in an Order. Support Services include providing monitoring, reporting, updates, upgrades, bug fixes and other support with respect to the API Services.
   
   

5. 2.5 Provision of Services. Covalent will provide the Services to Customer pursuant to the applicable Order and subject to the terms and conditions of this Agreement. The Services shall begin on the “Services Activation Date” and continue during the Order Term. “Services Activation Date” means the “Effective Date” set forth in the applicable order or, if no “Effective Date” is set forth in the Order, the date on which Company makes the Services available to and ready for use by Customer.
   
   

6. 2.6 Free Tier. If Customer uses the API Services Free Tier, Customer acknowledges  that the API Services ARE PROVIDED “AS-IS’ WITHOUT WARRANTY AND CAN BE REMOVED AT ANY TIME FOR ANY REASON. Customer is not entitled to any Support Services although Covalent may offer Support Services at their discretion in any format. 
   
   

7. Customer acknowledges and agrees that Covalent is not the provider of the Customer Software, Third Party Services or Supported Instrument and has no responsibility or liability for any Customer Software, Third Party Services or Supported Instrument integration with the API Services.

3. Grant of License

1. Pursuant to the provisions of this Agreement, Covalent hereby grants Customer a limited, non-exclusive, non-assignable, non-transferable and revocable license to use the API Services to develop, test, and support any software application, mobile application, website, platform, service or product, as well as to integrate or incorporate the Covalent API with Customer’s Application. The license granted to Customer is subject to the limitations set forth in Section 7.4 Restrictions  below, and Customer agrees that violation of Section 7.4 Restrictions will automatically terminate the license granted herein to Customer to use the API Services (such termination of license being without any liability whatsoever on Covalent). Covalent will therefore be entitled to at any time thereafter to immediately suspend, obstruct, restrict or terminate Customer access to and/or use of Customer account and/or Covalent API key without any notice or liability to Customer, and without prejudice to any other remedies available to Covalent at law, in contract, tort or equity.
   
   

4. Fees and Payment Terms

1. 4.1 Fees and Expenses. Customer shall pay all agreed upon fees for the Services set forth in the applicable Order (“Services Fees”) in accordance with terms set forth in the applicable Order.
   
   

2. 4.2 Payment Terms. Unless the applicable Order provides otherwise, Customer will pay Services Fees within 14 days after Customer’s receipt of the applicable invoice for such Services. All payments will be made in United States Dollars.
   
   

3. 4.3 Late Payments. Covalent may charge interest on all past due invoices at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower.
   
   

4. 4.4 Taxes. All fees charged for Services are exclusive of all taxes and similar fees now in force, enacted or imposed in the future on the transaction and/or the delivery of Services, all of which Customer will be responsible for and will pay in full, except for taxes solely based on Covalent’s net income.
   
   

5. Term and Termination

1. 5.1 Term of Agreement. The term of this Agreement will commence on the Effective Date and continue until all Orders have terminated or expired or until earlier termination of this Agreement as provided in this Section 5 (the “Term”).
   
   

2. 5.2 Term of an Order. “Initial Term” means the minimum term for which Covalent will provide the Services to Customer, as indicated on the applicable Order. The Initial Term shall commence on the Service Activation Date. The term of each individual Order will automatically renew for additional terms equal in length to the Initial Term (each a “Renewal Term”), unless a party provides written notice to the other party at least 30 days prior to the end of the Initial Term or then current Renewal Term. The Initial Term and all Renewal Terms are collectively referred to as the Order Term.
   
   

3. 5.3 Termination for Cause. A party may terminate this Agreement if the other party breaches any material term or condition of the Agreement and fails to cure such breach within 30 days after receipt of written notice of such breach; except that, in the case of Customer’s failure to pay Services Fees, which must be cured within 5 days after receipt of written notice from Covalent. In addition, either party may terminate this Agreement immediately on written notice to the other party if such other party breaches Section 6 - Confidentiality.
   
   

4. 5.4 Effect of Termination. Upon the effective date of termination of this Agreement: (a) each Order shall terminate and Covalent will immediately cease providing the Services; and (b) within (30) calendar days after such termination, each party will return or destroy all Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information, except as required to comply with any applicable legal or accounting record keeping requirement.
   
   

6. Confidentiality

1. 6.1 Nondisclosure. Each party (“Receiving Party”) acknowledges that it will have access to certain confidential information of the other party (“Disclosing Party”) concerning the Disclosing Party’s business, plans, vendors, employees, customers, technology, products, and other confidential information of Disclosing Party (collectively, “Confidential Information”). Confidential Information includes all information in tangible or intangible form that is marked or designated as confidential by the Disclosing Party or that, under the circumstances of its disclosure, should be considered confidential. Confidential Information of Covalent includes Company Technology. Receiving Party agrees that it will not (a) use the Disclosing Party’s Confidential Information in any way, for its own benefit or the benefit of any third party, except as expressly permitted by, or as required to implement, this Agreement, (b) disclose to any third party (except as expressly permitted by this Agreement, required by law or to such party’s attorneys, accountants and other advisors as reasonably necessary or contractors that are bound by written agreements at least as restrictive as this Agreement) any Confidential Information of the Disclosing Party. Receiving Party will protect the confidentiality of the Confidential Information of the Disclosing Party using precautions that are at least as stringent as it takes to protect its own Confidential Information, but in no case will it use less than reasonable precautions to protect such Confidential Information.
   
   

2. 6.2 Exceptions. Receiving Party will have no obligations of confidentiality under Section 6.1 for information that is proven by Receiving Party: (a) to have been known to Receiving Party prior to its receipt from Disclosing Party from a source other than one having an obligation of confidentiality to Disclosing Party; (b) to have become publicly known, except through a breach of this Agreement by Receiving Party; or (c) to have been entirely independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party. Receiving Party may disclose Confidential Information pursuant to the requirements of a governmental agency or applicable law, provided that it gives Disclosing Party reasonable prior written notice sufficient to permit Disclosing Party to contest such disclosure.
   
   

7. Intellectual Property

1. 7.1 Ownership. As between the parties, Covalent owns the Company Technology. No rights in any Company Technology are granted to Customer and all rights, title and interest in all Company Technology, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of the United States, any other jurisdiction or any treaty (“IP Rights”) remain with Covalent.
   
   

2. 7.2 General Skills and Knowledge. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement prohibits Covalent from utilizing any skills or knowledge of a general nature gained or created by Covalent during the course of providing the Services, including, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of Covalent.
   
   

3. 7.3 Usage Data. Covalent may publish, share or otherwise distribute, to any party, analytics, statistics or other data related to Customer’s use of the API, web service, portal or proxy usage (“Usage Data”), provided that such Usage Data are aggregated with the data from other Covalent customers or users in a manner that does not allow usage data about Customer to be separated from the aggregate data and identified as relating to Customer.
   
   

4. 7.4 Restrictions. Except as expressly provided for in the documentation or by the terms of this Agreement, Customer shall not: (a) directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code, trade secrets or know-how in or underlying any Company Technology or any portion of the System, (b) use the API for any illegal, unauthorized or otherwise improper purposes; (c) modify or make derivative works of any part of the Company Technology or; (d) access the API in order to build a similar or competitive product or service; or (e) use the Service in a manner that exceeds reasonable request volume as defined in the Order, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the API Reference or this Agreement.
   
   

8. Representations and Warranties

1. 8.1 Mutual Representations and Warranties. Each party represents and warrants that it has full right, power, and authority to enter into this Agreement and to perform its obligations and duties under this Agreement, and that the performance of such obligations and duties does not and will not conflict with or result in a breach of any other agreement of such party or any judgment, order, or decree by which such party is bound.
   
   

2. 8.2 Service Level Commitment. The service levels applicable to API Services are set forth in the Order. Customer’s sole and exclusive remedy and Covalent’s sole and exclusive obligation, for any failure to meet the service levels are as provided in the Order.
   
   

3. 8.3 Average Speed to Answer. Covalent will use commercially reasonable efforts to respond within a timeframe defined in the Order to technical issues notice about which is delivered by Customer to Covalent via a dedicated instant messaging service, email or telephone.
   
   

4. 8.4 API Reliability. Covalent provides API Services dependent on the uptime of its third party providers. Covalent is not responsible for outages from these parties. Company uptime commitments for API Services are outlined in the Order.
   
   

5. 8.5 Remedies. In the event of a breach by Covalent of the warranties in this Section, Customer’s sole remedy shall be termination of this Agreement pursuant to Section 5.
   
   

6. 8.6 Disclaimer of Third Party Actions. Customer acknowledges that Covalent does not and cannot control the flow of Data to or from the Services or within any portion of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt Customer’s connections to the Internet (or portions thereof). Although Covalent will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events with respect to Customer’s use of the Services, Covalent cannot guarantee that such events will not occur. Accordingly, Covalent disclaims any and all liability resulting from, or related to, such events.
   
   

7. 8.7 Representations and Warranties by Customer. Customer understands and acknowledges that, except as otherwise expressly set forth in an addendum to this Agreement, Covalent is not the source of any Data and Customer’s rights and obligations regarding the access and use of Data through the Services is subject to the applicable agreements of the third party data providers that are the source of the Data (“Third Party Agreements”) to which Customer must agree in order to access and use the Data. Accordingly, Customer represents and warrants that: (a) that it shall comply with and shall not violate any Third Party Agreements; and (b) that it will not violate any applicable law or regulation, or cause a breach of any agreement with any third party, in connection with the performance of its obligations and use of the Services. In the event of any breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, Covalent shall have the right to immediately suspend any of the Services in order to prevent harm to Covalent or its business and to limit any potential liability. If practicable, Covalent will provide notice and opportunity to cure. Once cured, at Covalent’s discretion, Covalent will use reasonable efforts promptly restore the Services.
   
   

8. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED SOLELY ON AN “AS IS” BASIS, AND CUSTOMER’S USE OF THE SERVICES IS AT ITS SOLE RISK. COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
   
   

9. Limitation of Liability

1. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, COST OF REPLACEMENT OF GOODS OR SERVICES, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA OR INTERRUPTION OR LOSS OF USE OF SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, COMPANY’S TOTAL LIABILITY TO CUSTOMER FOR ANY REASON (WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY) IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR OWED BY CUSTOMER TO COMPANY FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
   
   

10. Indemnification

1. Claims Against Customer. Covalent will defend, at its own expense, any claim, suit or action brought against Customer by a third party to the extent that such claim, suit or action is based upon an allegation that the Company Technology, when used in accordance with the terms and condition of this Agreement, infringes the intellectual property rights of such third party (“Customer Claim”), and Covalent will indemnify and hold Customer harmless from and against liability incurred by Customer that is specifically attributable to such Customer Claim or those costs and damages agreed to in a monetary settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying Covalent in writing of such Customer Claim; (b) giving Covalent sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Covalent’ request and expense, assisting in such defense. Notwithstanding the foregoing, Covalent will have no obligation under this Section 10 or otherwise with respect to any infringement claim based upon: (1) any use of the System not in accordance with this Agreement; (2) any use of the System in combination with products, equipment, software, or data not made available by Covalent if such infringement would have been avoided without the combination with such other products, equipment, software or data; or (3) any modification of the System by any person other than Covalent or its authorized agents or subcontractors. Covalent will have no obligation under this Section 10  or otherwise with respect to any claim based upon the use by Customer of any Data accessed through the Service to the extent such claim is not based on the Service itself: This Section 10 states Covalent’s entire liability and Customer’s sole and exclusive remedy for infringement claims or actions.
   
   

11. General

1. 11.1 Force Majeure. Except for Customer’s obligation to make payments to Covalent, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, terrorism, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, epidemic, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Covalent is unable to provide Services for a period of sixty (30) consecutive calendar days as a result of a continuing force majeure event, Customer may cancel the Services without further obligation.
   
   

2. 11.2 Government Regulations. Customer will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information in violation of export control laws or regulations of the U.S. Government or of any country within whose jurisdiction Customer operates or does business.
   
   

3. 11.3 No Third Party Beneficiaries. Covalent and Customer agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or the customers of Customer.
   
   

4. 11.4 Governing Law; Dispute Resolution. This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the Province of British Columbia, Canada without giving effect to any law that would result in the application of a different body of law.
   
   

5. 11.5 Severability; Waiver. If any provision of this Agreement is held invalid by a court or judicial body, then the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach in this Agreement will not constitute a waiver of any subsequent breach or default, and will not negate the rights of the waiving party.
   
   

6. 11.6 Assignment. Neither party may assign or transfer this Agreement nor any of its rights under this Agreement without the other party’s prior written consent which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party shall have the right to assign or transfer this Agreement to a successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any assignment or transfer or attempted assignment or transfer in violation of the foregoing will be null and void. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
   
   

7. 11.7 Notice. Any notice required or permitted to be given under this Agreement shall be delivered by hand, deposited with an overnight courier, sent by email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as listed on the applicable Order or at such other address as may hereafter be furnished in writing by either party to the other party. Such notice will be deemed to have been given as of the date it is delivered, mailed, emailed, faxed or sent, whichever is earlier.
   
   

8. 11.8 Relationship of Parties. Covalent and Customer’s relationship is solely that of independent contractors, and this Agreement will not establish any partnership, joint venture, employment, franchise or agency between Covalent and Customer. Neither Covalent nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
   
   

9. 11.9 Publicity Obligations. Each party agrees that they may include information about each other in their own reports and may distribute such information to third parties with prior approval, which shall not be unreasonably withheld and, subject to the publicity obligations described hereof. A Party that seeks to publicize or distribute materials resulting from this Agreement (the “Publicising Party”) in each instance will notify the other Party (the “Notified Party”) of any publications or other materials for distribution resulting from this Agreement, and seek approval no later than three (3) business days in advance of publication or distribution. Time sensitive publicity opportunities should be taken by both parties, and in these circumstances the parties each agree to waive the approval requirement. Unless waived by the Notified Party in writing, the Publicising Party will acknowledge the Notified Party’s role in any publication (including film and electronic publications) or materials for distribution referring to or resulting from this Agreement, in a manner as follows: “This content is derived from a project conducted together with ”.
   
   

10. 11.10 Entire Agreement. This Agreement, including all applicable Orders, addenda, exhibits and attachments, constitutes the sole, final and entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous understandings, written and oral, regarding such subject matter. Customer use of and/or access to Services is also subject to our Privacy Policy and Website Terms of Service and/or any other terms and conditions that we may implement from time to time at our discretion, of which you must keep yourself updated by regularly visiting the page at https://www.covalenthq.com/api-terms-of-service/. In the event of any conflict between the provisions in this Agreement and any Order, the terms of such Order shall prevail. 
    
    

11. 11.11 Survival. Sections 4, 5.4, 6, 7, 9, 10, and 11 shall survive expiration or termination of this Agreement for any reason.