Effective date: 01/01/2025
Welcome to www.covalenttech.ai (the “Site”), owned and operated by Covalent Technologies, Inc. (“Covalent,” “we,” or “us”). By using this Site, you agree to this privacy policy and terms and conditions of use (the “Terms”); if you do not agree, you may not use the Site. Covalent may modify the Site and/or these Terms from time to time without notice to you, except that if Covalent makes material changes to these Terms, we will post the revised Terms and the revised effective date on this Site and/or provide notice by some other means. By using the Site following any modifications to the Terms, you agree to be bound by the modified Terms. If you choose enter into an arrangement with Covalent with respect to our enterprise products and/or services, you understand such arrangement will be covered by a separate agreement governing such subject matter, and not by these Terms.
1. SERVICES AND SUPPORT; LIMITATIONS OF AI
1.1 Subject to the terms and conditions of this Agreement, Covalent will use commercially reasonable efforts to provide the User with access to the Services through the internet. The Services are subject to modification from time to time at Covalent's sole discretion, for any purpose deemed appropriate by Covalent. Covalent will use reasonable efforts to give the user prior written notice of any such modification.
1.2 Covalent reserves the right to suspend user’s access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event the User is in breach of this Agreement, including failure to pay any amounts due to Covalent.
1.3 Subject to the terms hereof, Covalent will provide reasonable support to the User for the Services from Monday through Friday during Covalent's normal business hours.User may have the opportunity to interact with certain features of the Services that leverage artificial intelligence and machine learning capabilities (“AI”) to help User review, monitor, and make plans regarding its product supply needs (User’s “Product Supply Uses”). Any advice or information that User receives from these AI features are generated electronically using AI, and are not generated by a human. AI is a rapidly evolving field, and Covalent is working to improve its AI offerings by making them more accurate, reliable, and beneficial. However, given the probabilistic nature of AI, User’s use of AI features within the Services may yield inaccurate results or incorrect advice in some situations. The Services are meant to assist in Product Supply Uses, but the Services do not substitute for the expertise of trained professional humans. User acknowledges and agrees that relying upon any information generated through AI features without first verifying the accuracy of such information with a qualified human could cause harm, including but not limited to legal, financial, and physical harm, for which Covalent is not responsible or liable.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 User will not, and will not permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or obtain the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (“Software”) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) modify, translate, or create derivative works based on the Services or Software; (iii) use the Services or Software for timesharing or service bureau purposes or for any purpose other than its own internal use for its own internal benefit; (iv) use the Software or Services in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way; (v) use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws, regulations and rights (including but not limited to those related to privacy, intellectual property, consumer and child protection, SPAM, text messaging, obscenity or defamation); or (vi) include any irrelevant, unnecessary, fraudulent, or deceptive terms or instructions into the Services in attempts to “break,” steer, or otherwise attempt to solicit results from the AI features that would violate this Agreement or any applicable laws.
2.2 Covalent will obtain and process certain content/data provided by or on behalf of User (“Content”) to perform its obligations under this Agreement. User and its licensors will (and User hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all Content distributed through the Services and the intellectual property rights with respect to that Content, and User has obtained all applicable and necessary consents from all persons whose Content (including personally identifiable Content) may be processed in connection with the Services (“Necessary Consents”). User will not make any employment-related decisions based on information obtained by User via the Services.
2.3 User will cooperate with Covalent in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Covalent may reasonably request. User will also cooperate with Covalent in establishing a password or other procedures for verifying that only designated employees of User have access to any administrative functions of the Services.
2.4 User will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). User may change the individual designated as Primary Contact at any time by providing written notice to Covalent.
2.5 User hereby agrees to indemnify and hold harmless Covalent against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation by User of this Agreement or otherwise from User’s use of Services, including any dispute related to Content and/or User’s failure to obtain any Necessary Consents. Although Covalent has no obligation to monitor Content, Covalent may do so and may remove any such Content or prohibit or suspend any use of the Services it believes may be (or is alleged to be) in violation of this Agreement, or that may infringe or violate rights of a third party.
2.6 User is responsible for maintaining the security of User account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of User account with or without User’s knowledge or consent.
2.7 User further acknowledges, agrees to and is bound by the Terms of Service and Privacy Policy on Covalent's website (as they may be updated from time to time), with respect to the subject matter therein.
2.8 User acknowledges and agrees that the Services may operate on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Covalent is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. User is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Covalent does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between User and a third party provider is solely between User and such third party provider and is governed by such third party’s terms and conditions.
3. CONFIDENTIALITY; DATA PROTECTION
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. Notwithstanding anything to the contrary, Covalent may aggregate data related to the Services and User’s use thereof and use such aggregated data to evaluate and improve the Services and otherwise for its business purposes; such aggregated data is not Personal Information (defined below).
3.3 Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirors.
3.4 The parties acknowledge and agree that Covalent is, to the extent applicable, a Service Provider for the purposes of the California Consumer Privacy Act, as amended by the California Privacy Rights Act of 2020 (“CCPA”), and that Company is receiving Personal Information from User in order to provide the Services pursuant to the Agreement, which constitutes a Business Purpose. User shall disclose Personal Information to Covalent only for the limited and specified purposes described in this Agreement. Covalent shall not Sell or Share Personal Information provided by User under this Agreement, and shall not retain, use, or disclose such Personal Information for any purpose, including a Commercial Purpose, other than as necessary for the specific purpose of performing the Services for User pursuant to the Agreement, or as otherwise set forth in the Agreement or as permitted by the CCPA. Covalent shall notify User if it makes a determination that it can no longer meet its obligations under the CCPA and will not combine Personal Information received from, or on behalf of, User with Personal Information that it receives from, or on behalf of, another party, or that it collects from its own interaction with the Consumer Covalent shall comply with all obligations applicable to Service Providers under the CCPA, including by providing Personal Information provided by User under the Agreement the level of privacy protection required by CCPA. Covalent shall maintain the confidentiality of Personal Information and, where Covalent engages a sub-processor, notify User (which notification may be provided on Covalent’s website, in its security documentation, or otherwise) and require that each sub-processor processing Personal Information on Covalent’s behalf enter into a written contract with Covalent requiring that person meet the obligations of the CCPA and be subject to a duty of confidentiality with respect to such processing. If any individual contacts Covalent to make a request pertaining to their Personal Information, Covalent shall promptly forward the request to User and shall not respond to the individual except as instructed by User. Covalent also acknowledges that User may, upon written notice, take such reasonable and appropriate steps as may be necessary to stop and remediate any unauthorized use of Personal Information by Covalent. Covalent may process Personal Information provided by User only as long as required to provide the Services to User under this Agreement or by applicable law or regulation, and shall return or delete all Personal Information provided by User under this Agreement upon User’s written request. As used in this paragraph, the terms “Business Purpose,” “Commercial Purpose,” “Consumer,” “Personal Information,” “Service Provider,” “Sell” and “Share” are as defined under the CCPA.
4. INTELLECTUAL PROPERTY RIGHTS
Except as expressly set forth herein, Covalent alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User or any third party relating to the Service and/or the Software, which are hereby assigned to Covalent. User will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. Covalent hereby grants User a non-exclusive, nontransferable, revocable right to use the Resulting Data for its internal analysis purposes only. This Agreement is not a sale and does not convey to User any rights of ownership in or related to the Service or Software, or any intellectual property rights.
5. WARRANTY DISCLAIMER
THE SERVICES AND COVALENT PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. COVALENT (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
6. LIMITATION OF LIABILITY
IN NO EVENT WILL COVALENT (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF COVALENT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF COVALENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE LESSER OF (i) TEN THOUSAND DOLLARS, OR (ii) THE FEES PAID TO COVALENT HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7. EXPORT AND GOVERNMENT MATTERS
Notwithstanding anything else, User may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing User acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Service is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by Covalent are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Service Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 8. MISCELLANEOUSIf 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. This Agreement is not assignable, transferable or sublicensable by User except with Covalent's prior written consent. Covalent may transfer and assign any of its rights and obligations under this Agreement with written notice to User. Both parties agree that 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 that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Covalent in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Covalent will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in San Francisco, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement, provided that either party may seek injunctive relief in any court of competent jurisdiction. User agrees to participate in case studies or other forms reasonably requested by Covalent. If you have any questions about these Terms, please email support@covalenttech.ai.