TERMS OF USE

Last updated: February February 16, 2023

This Terms of Use (the “TOU”) is entered into between you ("you" or “your”) and Silota Research and Development Inc., dba Covalent Research and Development and any affiliates or subsidiaries, including Covalent Network Corporation (collectively, “Covalent”, “we”, “our” or “us”), and applies to all websites, including gov.covalenthq.com, cqtscan.com, bearmarketbuilders.com, silota.com (the “Website”), and products and services, including free products and services, operated by Covalent (collectively, the “Service”).

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.

2. UPDATES

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 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.

4.8 Suspension and Termination. Covalent may suspend or terminate access to the Service and/or your Account, without notice or compensation to you, at any time for any reason (or for no reason) including but not limited to technical issues, your non-compliance with the TOU or your failure to adhere to the terms of an agreement with Covalent. Covalent has sole discretion to lift a suspension or reverse a termination. Your access to the Service and/or your Account automatically terminates upon the earliest of the date: (a) you or Covalent terminates access to your Account or (b) of your non-compliance with the TOU.

4.9 Privacy Policy and Privacy Law Compliance. Your use of the Service is governed by a Privacy Policy detailing how Covalent collects, uses and discloses personal and anonymous data about you and is available at the Website. If at any time you disagree with the Privacy Policy, you must immediately stop use of the Service and contact Covalent at the address provided below.

5. PROPRIETARY RIGHTS

5.1 Ownership and Rights. Covalent retains all rights, titles and interests in the Service, including but not limited to copyrights, copyrightable works, patents, patent rights, trademarks, trade names and trade secrets, and in Accounts or modifications to the Service and/or interactions and analytics data provided by you through the Service (collectively, “Covalent Content”). The TOU does not convey any right, title or interest in, or constitute the sale of any right to, Covalent Content, the Service, any related software or your Account, except as expressly provided in this TOU.

5.2 User Content. Through the Service, you may provide Covalent with questions, responses, comments, customer feedback, recommendations, advice, ideas, submissions, forum posts, or other information ("User Content"). User Content excludes anything that is already Covalent Content. By providing User Content, you represent and warrant that all consents, licenses and rights necessary to license User Content to Covalent are obtained and hereby grant Covalent an irrevocable, fully paid, royalty-free, non-exclusive, perpetual, worldwide license to User Content under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums without attribution, notice, permission, royalty or payment. Covalent is under no obligation to review or act upon any User Content that you may provide.

5.3 Links to other Websites. Our Service may contain links to third-party websites. These links are provided solely as a convenience to you. By linking to these websites, we do not create or have an affiliation with or sponsor such third-party websites. The inclusion of links within our Service does not constitute any endorsement, guarantee, warranty, or recommendation of such third-party websites. Covalent has no control over the legal documents and privacy practices of third-party websites; as such, you access any such third-party websites at your own risk.

6. DISCLAIMER AND LIMITATION OF LIABILITY

6.1 DISCLAIMER. THE SERVICE PROVIDED TO YOU “AS IS” AND COVALENT AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, ITS “REPRESENTATIVES”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR COMPLIANCE WITH LAWS WITHIN YOUR JURISDICTION. WITHOUT LIMITING THE FOREGOING, COVALENT MAKES NO REPRESENTATIONS THAT USE OF THE SERVICE WILL NOT INFRINGE ANY COPYRIGHT, PATENT, TRADEMARK LAW OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, COVALENT AND ITS REPRESENTATIVES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE, SERVICES PERFORMED AND PRODUCTS PROVIDED BY COVALENT OR OTHER THIRD PARTIES OR ANALYTICS PROVIDED THROUGH THE SERVICE, WILL COMPLY WITH APPLICABLE LAWS WITHIN YOUR JURISDICTION, MEET YOUR REQUIREMENTS, NOT CAUSE DAMAGE TO YOU, YOUR PROPERTY OR PROPERTY OF OTHERS, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR-FREE OR WILL NOT HARM YOUR COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY COVALENT AND ITS REPRESENTATIVES SHALL CREATE ANY WARRANTY, AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.

6.2 LIMITATION OF LIABILITY. COVALENT AND ITS REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES. TO THE EXTENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT APPLICABLE IN YOUR JURISDICTION, ANY CLAIM THAT YOU MAY HAVE AGAINST COVALENT AND ITS REPRESENTATIVES MUST BE COMMENCED NO LATER THAN 6 MONTHS AFTER THE DAY ON WHICH THE CLAIM IS DISCOVERED OR OUGHT TO HAVE BEEN DISCOVERED BY YOU.

6.3 MAXIMUM AGGREGATE LIABILITY. NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD COVALENT AND ITS REPRESENTATIVES FROM LIABILITY, YOU AGREE THAT COVALENT’S (AND ITS REPRESENTATIVES’) MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY YOU TO COVALENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION OR $100 US DOLLARS, WHICHEVER IS HIGHER.

6.4 Indemnity. You shall defend and indemnify Covalent and its Representatives against any claim, demand, suit or proceeding made or brought against Covalent and its Representatives in connection with your use of the Service (each, a “Claim”) including, but not limited to, any Claim that Covalent, the Service, or you, (i) infringe or misappropriate a third party’s intellectual property rights, (ii) violate any applicable law, including any failure to obtain the required legal documentation, including applicable consent documentation, prior to using the Service, (iii) cause bodily harm or death, or (iv) commit an act of gross negligence or intentional misconduct. Your obligation to indemnify Covalent and its Representatives arises so long as Covalent: (a) promptly gives written notice of the Claim against Covalent (b) gives you sole control of the defense and settlement of the Claim except that you shall not enter any settlement or disposition that attributes liability or confers a financial obligation on Covalent without Covalent’s advance written consent, which shall not be unreasonably withheld or delayed; and (c) gives all reasonable assistance, at your expense.

6.5 Trade Restrictions. You acknowledge that the Service, any information we supply you, and any products, services, information, documentation, software, technology, technical data, and any derivatives thereof, that Covalent makes available pursuant to this TOU (collectively “Excluded Data”) are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories currently including, but not limited to, Cuba, the Crimea region of the Ukraine, Sudan, Iran, North Korea and Syria ("Trade Restrictions"). You represent and warrant that you are not: (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, (iii) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department’s Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List located here; or (iv) subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and U.S. Government EU Dual-Use Regulation EC 428/2009. You are solely responsible for complying with Trade Restrictions for all Excluded Data and any of its content transmitted through the Site. If we determine in our sole discretion that you are actually or likely to be in violation of any representation or warranty set out in this Section, we have the right to terminate your use of and/or access to the Service immediately with or without notice to you, and without compensation to you.

6.6 Reasonable Use Policy. Covalent reserves the right to prevent or stop any customer’s use of Covalent services that exceeds the Rate Limit and/or Credit Limit allowance included in their Plan, or that appears to be abusive or is unduly burdensome on Covalent and its internal systems. For more information on how this policy applies to your Plan, please contact us at [email protected].

7. GENERAL

7.1 No Joint Relationship. Nothing in the TOU shall be construed to create any joint partnership, joint venture, employer-employee or agency relationship between you and Covalent.

7.2 Publicity. You grant us the right to use your company name and logo in conjunction with your use of the Service as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to your standard trademark usage guidelines as provided to us from time to time.

7.3 Governing Law. The TOU and Privacy Policy are governed by the laws of the province of British Columbia and the laws of Canada, without reference to principles of conflicts of laws. The parties irrevocably attorn to the jurisdiction of the appropriate provincial and federal courts of the province of British Columbia to hear any proceedings related to the TOU or Privacy Policy.

7.4 Severability and Waiver. If any provision of the TOU or Privacy Policy is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of the TOU in full force and effect. No failure or delay by a party in exercising any right, power or remedy under the TOU constitutes a waiver.

7.5 Force Majeure. Neither you nor Covalent shall be liable for failure to perform any obligation under the TOU to the extent such failure is caused by a force majeure event (including acts of God, pandemics (including government-imposed recommendations and restrictions due to a pandemic), natural disasters, war, civil disturbance, action by a government entity, strike, and other causes beyond reasonable control). The party affected by the force majeure event shall provide notice to the other party within a commercially reasonable time and shall use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event shall be performed as soon as reasonably possible when the force majeure event concludes.

7.6 Assignment. Covalent may assign the TOU without your consent or notice to you. You cannot assign the TOU.

7.7 Survival. Sections of this TOU that are intended to survive termination shall survive termination of this TOU.

7.8 Entire Agreement. The TOU, Additional Terms, together with the Privacy Policy, constitute the entire agreement between you and Covalent with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided.

7.9 Contact. You may contact Covalent regarding any matter contained in this TOU or send questions to Covalent at [email protected].