This Agreement is between Coviant Software (“Supplier“) and [You] the person/company buying the services (“Customer“), hereinafter referred to as “the Parties”. The Supplier is in the business of providing Software and Services which it makes available to the Customer. The Supplier’s terms and conditions of sale are set out below in this Agreement.

If appropriate, an accompanying Statement of Work may also be incorporated in to this Agreement. If there is any conflict or inconsistency between this Agreement, the Purchase Order, and any Statement of Work, the terms in this Agreement shall prevail.

BY ACCEPTING THIS AGREEMENT, YOU AS THE CUSTOMER AGREE TO THE TERMS OF THIS AGREEMENT. IF ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU AS THE CUSTOMER REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” AS THE CUSTOMER SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

Acceptance of Terms

At such time as the Customer shall request an Estimate or Invoice from the Supplier, the Customer indicates acceptance of the relevant provisions of this Agreement. When the Customer provides to the Supplier a suitable Purchase Order, if accepted by the Supplier, or direct payment, it confirms acceptance of all remaining provisions in this Agreement.

This Agreement is not evidence of, and does not create, an exclusive relationship between the Supplier and the Customer.

General Good Faith

The Supplier and the Customer will always act properly and fairly towards each other.

If any part of this Agreement is unenforceable, the rest will remain in force.

No delay or failure by the Supplier or the Customer to enforce its rights under this agreement will be treated as though it had given up those rights.

The Supplier and the Customer will each pay its own costs for preparing or approving this agreement.

If the Customer requests changes to this Agreement, such changes are only effective if they are approved in writing by the Supplier, with approval limited to a maximum term of one (1) year. Written renewal of such approval, if desired by the Customer, is the responsibility of the Customer to request in writing, allowing a reasonable timeframe for review and consideration before the annual term has expired, or at any time changes are requested, whichever comes first. The Supplier may make reasonable changes to the terms of this Agreement from time to time. Before purchasing or renewing, it is the responsibility of the Customer to review these terms. Executing a purchase or renewal confirms acceptance of this Agreement, as modified.

This Agreement does not create a partnership or a joint venture between the Parties nor confer any right to any third party.

Price and Payment

In consideration for the Supplier providing Software licensing and/or performing the Services pursuant to this Agreement, the Customer must pay the Supplier the Charges as outlined in the Invoice and in such currency as may be agreed between the Parties.

The Supplier shall invoice the Customer for the Charges in accordance with the terms of this Agreement. If the Customer requires the use of a Purchase Order for new Licensing or renewal, then the Customer shall issue such a Purchase Order in a timely fashion and in a manner accepted by the Supplier. For each Invoice, the Customer shall deliver payment in full in a manner accepted by the Supplier to be completed and cleared before the Invoice due date, which will be within 30 days of issuance or before expiration of coverage or licensing, whichever comes first. Invoices for new Licensing will be due upon receipt. New or replacement Licensing is delivered only upon completed payment.

Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this Agreement by the due date, the Supplier reserves the right to charge the delinquent Customer reasonable penalties and interest at the rate of 5% monthly on the unpaid amount until payment is made in full, whether payment happens before or after any court judgment. The Customer shall pay the overdue amount together with any interest, and the Supplier may suspend all or part of the Licensing, Subscription, or Services until payment has been made in full.

If failure to pay continues, then at the Supplier’s sole discretion legal action may be sought, and the Customer shall be liable for all costs of enforcement and recovery, including reasonable legal fees.

Intellectual Property Rights

The Customer acknowledges that all of the Intellectual Property Rights in the Services or Software together with any related materials or Documentation are and shall remain the property of the Supplier, and the Customer shall acquire no rights in either the Services or Software.

The Customer will not infringe any of the Intellectual Property Rights of the Supplier and will report any infringement to the Supplier as soon as it becomes aware of it.

Cancellation and Returns

The return of any Software shall be at the sole discretion of the Supplier.

If the Customer wishes to amend any details of a Service, it must do so in writing as soon as possible after purchase and before delivery, and it will be subject to the sole discretion of the Supplier as to whether such changes can be effected.

Limitations of Liability

Except as expressly and specifically provided in this Agreement, the Customer assumes sole responsibility for results obtained from the use of the Software and/or Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Customer by the Supplier or any actions taken by the Supplier at the Customer’s direction. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement. The Software and/or the Services and Documentation are provided to the Customer on an “as is” basis.

The Supplier shall have no liability to the Customer for any wasted or lost management time, profits, business, goods, use, revenue, data, or information, nor for any indirect, special or consequential losses or damages that the Customer suffers, sustains, or incurs (including as a result of an action brought by a third party) in connection with the Software and/or Services or otherwise, regardless of whether or not such losses or damages were reasonably foreseeable or actually foreseen by the Parties.

Except in respect to any liability which may not be excluded or limited, or as expressly provided in these terms, the Supplier shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement or otherwise in connection with this Agreement, for any economic losses (including loss of profits, contracts, business or anticipated savings) or for any indirect, special or consequential loss, damage, costs, expenses or other claims or for loss of goodwill or reputation or for damage to or loss of Data (whether caused by the negligence of the Supplier, its agents, or otherwise).

In no event will the total aggregate liability of the Supplier under or in connection with this Agreement in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement (including negligence) exceed the aggregate of 12 month’s fees, save for any claims arising howsoever from any infringement of the Supplier’s intellectual property rights by the Customer either directly or indirectly.

The Supplier shall not be liable to the Customer or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to Software, if the delay or failure was due to an event of Force Majeure.

Confidentiality

The Parties agree the following:

1) that they will keep confidential all the Confidential Information that they disclose to each other (for example pricing) for the duration of this Agreement and seven (7) years after termination of this Agreement, and shall not use or exploit such Confidential Information in any way except for the performance of this Agreement, not make it available to any third party or copy, reduce to writing or otherwise record such information except as permitted in this Agreement and shall apply the same security measures and degree of care to such confidential information as the recipient applies to its own Confidential Information;

2) they will hold in confidence all Confidential Information of the other Party and not to disclose, or cause it to be disclosed, to any person other than its personnel and professional advisors;

3) to not make use of the Confidential Information of the other Party (including by duplicating or distributing it), except as is necessary for the use of the Software or Services and for the administration of this Agreement;

4) that the Supplier shall have the rights to use the name, logo or trademarks of the Customer on any of its products and/or services (including marketing materials or website), with the Supplier acknowledging that consent can be subject to the Supplier’s compliance with the Customer brand guidelines at the Customer’s discretion when delivered in writing;

5) that these confidentiality terms do not apply to: (i) information that becomes or is in the public domain (other than due to a breach of these terms); (ii) information that is already known to a Party (where that Party can reasonably prove and demonstrate it); (iii) information that must be disclosed due to legal, regulatory or governmental requirements, rules or orders; and (iv) information that the Parties have agreed in writing may be disclosed.

The Parties may use and retain the Confidential Information for their own internal business processes and purposes, which will include the retention of Confidential Information in electronic and computer records, files and devices.

Remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Disputes

The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes, or at the sole discretion of the Supplier upon failure to reach agreeable terms, the parties agree to be subject to binding arbitration.