Last updated: February February 16, 2023
BY CLICKING "I AGREE" OR SIMILAR CONFIRMATION OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THE TOU.
IF YOU ARE AGREEING TO THIS TOU ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THE ORGANIZATION AND ARE AGREEING ON BEHALF OF THAT ORGANIZATION. WHERE YOU ARE AGREEING ON BEHALF OF AN ORGANIZATION, "YOU" OR "YOUR" REFERS TO THAT ORGANIZATION.
1. Additional Terms
The Service operated by Covalent may be subject to Additional Terms if you've agreed to a Custom Plan. If there is any conflict between the TOU and the Additional Terms, the Additional Terms shall apply with respect to your use of the Service.
Covalent reserves the right to modify the TOU at any time (each, an "Update") and shall make each Update available on the Website. You are deemed to accept any Update by continuing to use the Service. Unless Covalent states otherwise, an Update is automatically effective 30 days after posting on the Website.
3. Access to the Service
3.1 Age of Access. You must be at least the age of majority in your jurisdiction in order to use the Service.
3.2 Access to the Service. You acknowledge and agree that your access and use of the Service depends upon access to telecommunications and Internet services. You will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Service, 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.
3.3 Accounts and Login Information. Access to the Service, including purchasing a product via the Service, may require registering an account with Covalent (each, an "Account"). In order to access an Account, you may be required to provide your email address and full name and obtain a user ID and password ("Login Information"). You shall manage and ensure the security, conﬁdentiality and authorized use of Login Information. You are prohibited from sharing Login Information. Covalent strongly recommends that you keep your Login Information confidential, and you shall notify Covalent promptly of unauthorized access or use of your Account.
4. Subscription, License and Use of the Service
4.1 Subscription. Covalent grants you a limited, revocable, non-exclusive, non-transferable subscription to access the Service and to use features associated with your Account as restricted by this TOU. You acknowledge and agree that we may modify, suspend or remove sections or features of the Website, your Account or any part of the Service at any time, acting in our sole and absolute discretion.
4.2 License. If accessing the Service, including through any Plan, Covalent grants you a non-exclusive, non-sublicensable, non-transferable, revocable, limited license to access and use the Service if used from Covalent directly or from an authorized third party, as restricted by your Plan terms. You agree that no title or ownership interest in the Service is transferred or assigned to you and that this TOU is not a sale of any right to the Service.
4.3 Payment. To purchase the Service, you must provide Covalent with valid payment information requested by Covalent and agree that Covalent, or a third-party payment provider on behalf of Covalent, may initiate payment for any purchase you authorize (each, a "Payment"). Payments may be processed by one or more third parties on behalf of Covalent, and such third parties may change without notice to you. Covalent does not store your Payment details internally, and any Payment information you share with us may be stored via a third-party payment provider. You must promptly notify Covalent of any changes related to your Payment method by updating your Account. All fees are denominated in United States dollars unless otherwise specified.
4.4 Late Payment and Collection Costs. If Covalent does not receive Payment from your payment method, you agree to pay all amounts due upon demand. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys' fees) incurred by Covalent to collect any amount not paid when due.
4.5 Taxes. All fees charged for Service 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 Service, all of which you will be responsible for and will pay in full, except for taxes solely based on Covalent's net income.
4.6 Plan Details. Unless you have agreed in writing to customized terms with Covalent ("Additional Terms"), the following plans (each, a "Plan") shall apply as selected. Each Plan has a limited number of credits ("Credit Limits") and a limited number of application programming interface ("API") calls to the Service ("Rate Limits").
(a) Free Plan. If you selected a "Free" Plan, the Free Plan is free and has Credit Limits and Rate Limits.
(b) Premium Plan. If you selected a "Premium" Plan, Covalent shall provide an enhanced version of the Service but may still have some limitations in terms of Credit Limits, Rate Limits and other enterprise-level limitations.
(c) Inner Circle Plan. If you selected an "Inner Circle" Plan, Covalent will provide you with a customized plan ("Custom Plan") which includes additional support, account management, and, from time to time, early access to new features. This plan requires you to get in contact with Covalent and may require one or more supplementary terms ("Additional Terms")
Further details of the Plans can be found on the Website here.
4.7 Cancellations. Unless you have agreed in writing to customized terms with Covalent for a Custom Plan, all paid Plans are set up for AUTOMATIC BILLING.
YOU AGREE THAT WE MAY CHARGE YOUR SELECTED PAYMENT METHOD (E.G., CREDIT CARD) FOR ANY FEES ON THE APPLICABLE PAYMENT DATE, INCLUDING ANY APPLICABLE TAXES, AND ON A RECURRING BASIS IF APPLICABLE UNTIL YOU PROVIDE WRITTEN NOTICE TO COVALENT (VIA EMAIL OR THE SERVICE) THAT YOU ARE CANCELING YOUR SUBSCRIPTION.
(a) Premium Plan. You can cancel your Premium Plan at any time, and you will remain Premium until your next payment is due. After that, your account will switch to the Free Plan.
4.8 Authorized Use. When using the Service, you may not:
a. gain unauthorized access to the Service;
b. share your Account with others (except as explicitly permitted in writing by Covalent);
c. alter, change or circumvent security-related aspects of the Service;
d. use any automated system (bot, spider, etc.) or any similar or equivalent manual process to access, acquire, copy or monitor any portion of the Service;
e. reproduce, rearrange, modify, change, alter, decompile, reverse engineer, translate, create derivative works from, display, perform, publish, or distribute the Service;
f. break, disrupt or attempt to break or disrupt any device used to support the Service or other's experience of the Service or knowingly exploit a flaw or bug in the Service;
g. store upload, or transmit material that is infringing, libellous, unlawful or in violation of any person's rights or a group of people's rights;
h. use the Service to provide information or data to a competitor of Covalent;
i. use the Service to make an abusive amount of calls to retrieve data from the Service;
j. use the Service in a manner that exceeds your Plan Rate Limits and/or Credit Limits, including by creating multiple Accounts;
k. harass, abuse, stalk, threaten or impersonate any person or group of people;
l. sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by Covalent;
m. promote, encourage or undertake illegal activities; or
n. infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information,
as determined by Covalent in our sole and absolute discretion.