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MASTER SERVICES AGREEMENT

This Master Services Agreement (this “Agreement”) is a legally binding agreement governing access to and use of Covie’s Services. This Agreement is entered into between Covie Systems, Inc., a Delaware corporation with a principal place of business located at 211 E 7TH ST STE 620 AUSTIN, TX 78701-3218 (“Covie”) and entity or person placing an Order or accessing or using the Services (“Client”). If you are placing an Order or accessing or using the Services on behalf of a company, organization, or other entity, then that entity is the Client. In that case, you are binding that entity to this Agreement and you represent and warrant that you are authorized to do so.

By clicking “I agree” (or a similar checkbox or button), placing an Order, or accessing or using the Services, you indicate your assent to be bound by this Agreement. If you do not agree to this Agreement, do not use or access the Services. This Agreement contains mandatory arbitration provisions that require the use of arbitration to resolve disputes. Please read it carefully.

The “Effective Date” of this Agreement is the earlier of (a) the date on which Client first accesses or uses the Services and (b) the date on which Client’s first Order is agreed to by Covie.

Covie may modify this Agreement from time to time in accordance with Section 9 (Modifications) below.

  1. ACCESS RIGHTS; RESTRICTIONS
    1. Access. Subject to the Client’s compliance with the terms and conditions of this Agreement, Covie hereby agrees that during the applicable term of an Order (as defined below), the Client has the non-exclusive right to: (i) internally use the package of application programming interface materials provided by Covie (the “API Package”) solely as necessary to make an application owned and operated by the Client, which application is described in such Order or otherwise approved by Covie in writing (the “Client Application”) interoperate with the Covie services described on https://www.Covie.io/ (collectively with the API Package, the “Services”), (ii) use the Services in such Client Application provided to end users (consumers or businesses) (the “End Users”) for the use case permitted by Covie in writing, including, but not limited to, as set forth in the applicable Order or in the Covie dashboard, and (iii) use the End User information and data provided via the Services (the “Output”) solely in such Client Application for such use case. All use of the Services and Output must be only as provided in this Agreement, only in accordance with Covie’s applicable technical user documentation and subject to the applicable use case, Client Application, and business unit restrictions (if any). The “Order” means, whether available on Covie’s website or otherwise, a Covie order form, pricing schedule, or rate card for the Services.
    2. Restrictions. Unless Covie specifically agrees in writing, Client will not, and will not enable or assist any third-party to: (i) attempt to reverse engineer (except as permitted by law), decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) make the Services or Output available to, or use the Services or Output for the benefit of anyone other than Client or End Users; (iv) sell, resell, license, sublicense, distribute, rent or lease any Services or Output to any third-party, or include any Services or Output in a service bureau, time-sharing, or equivalent offering; (v) publicly disseminate information from any source regarding the performance of the Services or Output; or (vi) attempt to create a substitute or similar service through use of, or access to, the Services or Output. Client will use the Services and Output only in compliance with (a) the rights granted hereunder and (b) any agreements between Client and End Users (for clarity, including any privacy policy or statement of work). Notwithstanding anything to the contrary, the Client accepts and assumes all responsibility for complying with all applicable laws and regulations in connection with all of Client’s activities involving any Services, Output, or End User data. In addition, Client acknowledges and agrees that Covie is neither a “consumer reporting agency” nor a “furnisher” of information to consumer reporting agencies under the Fair Credit Reporting Act (“FCRA”) and the Output is not a “consumer report” under the FCRA and cannot be used as or in such. Client represents and warrants that it will not, and will not permit or enable any third-party to, use the Services (including Output) as a or as part of a “consumer report” as that term is defined in the FCRA or otherwise use the Services (including Output) such that the Services (including Output) would be deemed “consumer reports” under the FCRA. Client will comply with the provisions set forth in any product- or territory specific exhibit, addendum, or other document attached to this Agreement, but such provisions will only apply if Client uses the Service set forth in such document.
    3. Ownership. Except for the rights expressly granted under this Section 1, Covie reserves and retains all right, title, and interest in and to the Services which includes but is not limited to the API Package and any related Output (except for raw End User data, which belongs to the End User), software, products, works, and other intellectual property created, used, or provided by Covie for the purposes of this Agreement. To the extent the Client provides Covie with any feedback relating to the Services (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), Covie will own all right, title and interest in and to such Feedback (and the Client hereby makes all assignments necessary to achieve such ownership).
    4. Privacy and Authorizations. Before any End User engages with the Client Application in a manner that uses the Services, the Client warrants and will ensure that it provides all notices and obtains all consents required under applicable law to enable Covie to process End User data in accordance with Covie’s privacy policy (currently available at https://www.Covie.com/privacy). Client will not (i) make representations or other statements with respect to End User data that are contrary to or otherwise inconsistent with Covie’s privacy policy or (ii) interfere with any independent efforts by Covie to provide End User notice or obtain End User consent.
    5. Permitted Users. Client may permit its employees, agents, contractors and service providers to access the Services and Output on Client’s behalf (“Permitted Users”), provided that Client remains responsible for their compliance with all of the terms and conditions of the Agreement (including without limitation terms relating to use of Services and Output) and that any such use of the Output and Services is for the sole benefit of Client. Client is responsible under Section 2 (Payments) of the Agreement for any fees or charges incurred by its Permitted Users in their use of the Services. If Client enables any third parties as Permitted Users, Client (and not Covie) remains solely responsible for its relationships with such third parties and for any related billing matters, technical support, or disputes.
    6. Development Accounts. In addition to allowing production access to the Services as described in Section 1.a ("Production Access"), Covie may offer free sandbox or development accounts for the Services ("Development Accounts"). Client may use Development Accounts solely for internal evaluation of the Services to determine whether to place a paid Order, and not for Production Access or any other purpose. In using Development Accounts, Client must comply with Covie's relevant documentation, policies, and instructions, including as relates to the data types and use cases eligible for Development Accounts. Covie may make available different types of Development Accounts, and each Development Account may have limited functionality and other usage limits. Covie may modify or disable Development Accounts (and delete related data submitted by Client or provided by Covie) without notice or liability to Client. Covie has no support obligations for Development Accounts. Subject to this paragraph, Development Accounts remain subject to the terms and conditions of this Agreement, including without limitation Sections 1.b (Restrictions) through 1.e (Permitted Users), 1.g (Compliance Reviews), 6 (Warranty; Disclaimer) and 7 (Limitation of Liability).
    7. Compliance Reviews. To access or use the Services, whether Development Accounts or Production Access, Client must successfully pass Covie's compliance reviews, which may include automated verifications, online questionnaires, and requests for information ("Compliance Reviews"). As part of the Compliance Reviews, Client must provide prompt responses to Covie's requests for information about Client, the Client Application, Client's business and associated entities, and Client's intended use of the Services. Client represents and warrants that all information it provides to Covie as part of Compliance Reviews will be accurate and complete, and Client will immediately notify Covie if any previously provided information is out-of-date or becomes inaccurate. Client may be required to complete more than one Compliance Review, for instance, to enable Development Accounts or upgrade to Production Access, or as requested by Covie based on changes in Client's use of the Services or increased risk factors. Client's passage or failure of any Compliance Review is in Covie's sole discretion. If Client fails any Compliance Review or fails to provide prompt and complete responses within three business days after Covie's requests for information (even if Client has passed a previous Compliance Review or received provisional access to the Services), Covie may suspend, revoke, or terminate Client's access to the Services, without notice or liability to Client.
  2. PAYMENTS

Client will pay Covie for the Services as set forth in each Order entered into under this Agreement (the “Payments”). Unless otherwise specified in an Order, Payments must be made within thirty (30) days from the date of Covie’s invoice. Unpaid invoices are subject to a finance charge of 10% per annum or the maximum permitted by law, whichever is lower, computed on the basis of the actual number of days elapsed and a year of 365 days, plus all expenses of collection. The Client will be responsible for all (i) taxes associated with Services other than taxes based on Covie’s net income and (ii) Covie’s costs of collection in the event of the Client’s delinquent payment. All Payments made are non-refundable (unless required under applicable law), non-cancellable, and not subject to set-off.

  1. TERM; TERMINATION
    1. Term of Agreement. This Agreement will commence on the Effective Date and will continue in effect unless terminated in accordance with this Agreement. On the effective date of termination of this Agreement, all issued Orders under the Agreement will also terminate unless otherwise agreed by Covie and the Client.
    2. Term of Orders. Each Order will have a term as specified in each such Order (the “Term”) beginning on the effective date of each such Order.
    3. Termination.
      1. For Cause. Either party may terminate this Agreement and any applicable Orders in the event the other party materially breaches the terms of this Agreement or any Order and fails to cure such breach within ten (10) days from receipt of written notice thereof. In addition, Covie may immediately suspend the Services in the event it determines or believes that (a) there is unauthorized access to the Services via Client’s account, (b) continued provision of the Services may do material harm to Covie or its networks or systems or reputation or subject Covie to liability, or (c) Client materially breached Section 1 or 2 of this Agreement. For clarity, notice of termination for an Order shall not be construed to be notice of termination for this Agreement or for any other Order.
      2. For Convenience. If there are no active Orders, either party may terminate this Agreement for any reason and without cause upon at least thirty (30) days’ prior written notice to the other party.
      3. Effect of Termination. Upon termination of an Order, all rights granted to Client with respect to such Order will terminate and Client will make no further use of the terminated Services or the applicable API Package (copies of which will be returned to Covie or destroyed within 30 days of the end of the Term). But for Section 1.a with respect to any terminated Order, all provisions of this Agreement will remain in force in the event of any Order’s or this Agreement’s termination.
  2. CONFIDENTIALITY

During the term of this Agreement, each party (a “Disclosing Party”) may disclose, under this Agreement, the other party (a “Receiving Party”) with confidential and/or proprietary materials and information of the first party (“Confidential Information”). All materials and information disclosed by Disclosing Party to Receiving Party under this Agreement and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, will be considered Confidential Information; for the avoidance of doubt, the Service, all pricing information and terms of this Agreement, are Confidential Information of Covie. Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under this Agreement. The obligations in this Section 4 will not apply to any information that: (i) is made generally available to the public without breach of this Agreement, (ii) is developed by the Receiving Party independently from the Disclosing Party’s Confidential Information, (iii) is disclosed to Receiving Party by a third-party without restriction, or (iv) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party’s request, Receiving Party will return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, (a) Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as this Agreement and (b) all Feedback and the API Package will be solely Covie’s “Confidential Information.”

  1. INDEMNITY

The Client will defend, indemnify and hold Covie harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees), arising from or in connection with: (i) Client breach of any laws or regulations (including with respect to privacy); (ii) Client’s or any Permitted User's use of the Services and Output; or (iii) Client’s violation of any agreements it has with any End User.

  1. WARRANTY; DISCLAIMER

THE SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER COVIE NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY WARRANTY THAT THE SERVICES ARE FREE FROM DEFECTS. COVIE DOES NOT MAKE ANY WARRANTY AS TO THE OUTPUT THAT MAY BE OBTAINED FROM USE OF THE SERVICES. CLIENT, IF AN INDIVIDUAL, MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

  1. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER COVIE NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY: (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS, ERROR, OR INTERRUPTION OF USE OR DATA (IN EACH CASE, WHETHER DIRECT OR INDIRECT); OR (C) COST OF COVER OR LOSS OF BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE. TO THE FULLEST EXTENT PERMITTED BY LAW, COVIE’S AGGREGATE LIABILITY IN CONNECTION WITH EACH ORDER (INCLUDING ALL LIABILITY UNDER THIS AGREEMENT THAT ARISES AS A RESULT OF SUCH ORDER) WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO COVIE DURING THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY (PROVIDED THAT, IF NO FEES ARE PAID OR PAYABLE, SUCH AMOUNTS WILL BE LIMITED TO ONE HUNDRED DOLLARS (US$100.00)). THE PARTIES AGREE THAT THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 7 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

  1. MISCELLANEOUS
    1. Enforceability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
    2. Assignability. This Agreement is not assignable or transferable by Client except with Covie’s prior written consent; provided, however, that Client may, upon prior written notice to Covie, transfer and assign its rights and obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates. If such a transfer or assignment is made in favor of a direct competitor of Covie, then Covie may terminate this Agreement upon written notice to Client. Covie may freely assign this Agreement.
    3. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
    4. No Partnership. No agency, partnership, joint venture, or employment is created as a result of this Agreement.
    5. Notice. Any notices in connection with this Agreement will be in writing and sent by first class mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified above (or such other address as may be properly specified by written notice hereunder). Email notice will be permitted by Covie if sent to the Client’s account email address.
    6. Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages, pandemic, governmental actions and requirements, and the acts and omissions of Covie’s data suppliers.
    7. Consent for Marketing. During the term of this Agreement, (a) Client agrees to participate in case studies and other similar marketing efforts reasonably requested by Covie; (b) Covie may disclose that Client is a Covie customer to third parties; and (c) Covie may include on and in Covie’s website, case studies, marketing materials, and conference presentations and other speaking opportunities, Client’s testimonials and other feedback regarding the Services, name, website URL, use case, and logo and other marks. Upon request from Client, Covie will promptly stop making the disclosure and use described in the foregoing sentence except to the extent already included in any then-existing materials.
    8. Governing Law; Arbitration; Venue. This Agreement will be governed by the laws of the State of Texas, without regard to the conflict of law provisions thereof. The application of 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute or claim arising or relating to this Agreement will be submitted to and finally resolved by binding arbitration in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by a single arbitrator appointed in accordance with such Rules. The arbitration will take place in Austin, Texas, USA, in the English language and the arbitral decision may be enforced in any court of competent jurisdiction. With respect to any court challenge to JAMS jurisdiction to arbitrate any claim or dispute arising or relating to this Agreement, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in Austin, Texas. With respect to all disputes arising in relation to this Agreement, but subject to the preceding arbitration provision, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in Austin, Texas.
  1. MODIFICATIONS

From time to time, Covie may modify this Agreement. Covie will use commercially reasonable efforts to notify Client of the modifications and the effective date of such modifications through communications via Client’s account, email, or other means.

Development Accounts: Client must accept the modifications to continue accessing or using Development Accounts. If Client objects to the modifications, its exclusive remedy is to cease any and all access and use of Development Accounts.

Production Access: If the effective date of the modifications is during the term of a paid Order for Production Access and Client objects to the modifications, then (as its exclusive remedy) Client may terminate its affected Order upon notice to Covie, and Covie will refund to client any fees it has pre-paid for use of the Services for the terminated portion of the term of the applicable Order. To exercise this right, Client must provide Covie with notice of its objection and termination within thirty (30) days after Covie provides notice of the modifications.

Client may be required to click to accept or otherwise agree to the modified Agreement in order to continue accessing or using the Services, and in any event continued access or use of the Services after the modified version of this Agreement goes into effect will constitute Client’s acceptance of such modified version.