CovetMe provides sales and marketing services, operates online websites at https://www.covet.me and operates various external applications (“Apps”) that create technological and commercial relationships between third-party retailers, advertisers and other businesses associated with CovetMe (“Merchants”), individuals and entities with websites, blogs, social media presence, agents or agencies, digital publishers and other content platforms (“Content Publishers”, “you” or “your”), and consumers to facilitate sales (“Sales”) of products and services (collectively, “Products”) and the promotion of Merchants (collectively, the “Services”). This Terms of Service Agreement (the “Agreement”) governs your use of the Services.
The Services are owned and operated by CovetMe. CovetMe has the right at any time to change or discontinue any aspect or feature of the Services including, without limitation, the content and software needed for access or use. By using the Services, you understand and agree to all terms and conditions of this Agreement.
1. Term, Termination and Modifications
The Agreement shall be effective immediately upon your use of the Services (the “Effective Date”) and shall continue in full force indefinitely until terminated. CovetMe may terminate your use of the Services with or without cause or notice, including, without limitation, if CovetMe believes that you have violated or acted inconsistently with the Agreement. You may terminate the Agreement upon written notice to CovetMe. In the event of termination, Section 4, Section 5 and all your representations, warranties, indemnifications, and promises shall survive. Furthermore, Sections 21-28 will continue to govern any claim or dispute.
2. Access to Our Services.
- CovetMe will assess the suitability of your websites, blogs, social media presence, agents or agencies, digital publishers and/or other content platforms (“Content”) upon your application to use the Services, and may extend an invitation to access the Services at its sole discretion. As part of the application process, agents must submit to CovetMe documentary evidence of their agency status. See also section 4(i). Content Publishers who accept the invitation and register for the Services will be eligible to generate commissions as described herein.
- Subject to your acceptance of this Agreement, your acceptance of our invitation to join CovetMe, your continuing compliance with this Agreement and any other relevant CovetMe policies, CovetMe grants to you a personal, non-exclusive, non-transferable, revocable limited license to use and display the Services and any related software (excluding source and object code) for your personal use on a mobile device or machine(s) of which you are the primary user. You agree not to use the Services for any other purpose, including without limitation to copy, distribute, assign, sell, sublicense, or prepare derivative works, except as specifically allowed in this Agreement.
- Content Publishers may integrate links to applicable Merchants (“Merchant Links”) into their Content, allowing their readers to access and buy Merchant Products. Each link embedded by a Content Publisher will identify the Content Publisher as the source of Sale (defined below).
- Each individual content platform must be submitted to CovetMe for evaluation. For example, if you publish a blog and also have a presence on Instagram, then you must submit both the blog website address and your Instagram profile for evaluation. Content Publishers that use Merchant Links or any other Services on non-approved Content forfeit all commissions generated through such Content.
- CovetMe reserves the right to discontinue the Services or to change the content of the Services in any way and at any time, with or without notice to you, and without liability. CovetMe makes no predictions, warranties, or guarantees, express or implied, about the quality of any of the products or services provided by any Merchant, or other individual, company, or service provider utilizing the Services or featured on the Services and assumes no liability related thereto.
3. Eligibility, Registration and Use.
THE SERVICES ARE AVAILABLE ONLY TO INDIVIDUALS AGED 13 YEARS OF AGE OR OLDER. IF YOU ARE 13 OR OLDER, BUT UNDER THE APPLICABLE AGE OF MAJORITY IN YOUR STATE OR JURISDICTION OF RESIDENCE, THEN YOU AGREE TO REVIEW THIS AGREEMENT WITH A PARENT OR LEGAL GUARDIAN TO MAKE SURE YOU AND YOUR PARENT OR LEGAL GUARDIAN UNDERSTAND AND AGREE TO THIS AGREEMENT. IF YOU ARE THE PARENT OR LEGAL GUARDIAN AGREEING TO THE AGREEMENT FOR YOUR CHILD OVER 13 YEARS OF AGE, THEN YOU AGREE ON YOUR CHILD’S BEHALF AND FURTHER AGREE AND ACCEPT FULL RESPONSIBILITY FOR YOUR CHILD’S USE OF THE SERVICES. CovetMe DOES NOT ENCOURAGE, SOLICIT, OR PERMIT VISITORS TO THE SERVICES WHO ARE UNDER THE AGE OF 13.
As part of the registration process, you will select a username and password and provide certain information. You must provide accurate information. By registering for the Services, you hereby authorize CovetMe to send you emails and other communications.
You are solely responsible for maintaining the confidentiality of your username and password. You may not authorize others to use your account, and you may not share, assign or otherwise transfer your account or login information to any other person or entity. You are responsible for any and all activities that are conducted through your account. CovetMe shall be entitled to assume that a user presenting your username and password is, in fact, you. You agree to notify CovetMe immediately of any unauthorized use of your account. CovetMe shall have the right at any time to change, modify or amend your username and password.You represent and warrant that the information you provide to CovetMe is accurate, true, not confidential, and not in violation of any contractual obligations or other third party rights. You agree that it is your responsibility to keep your information accurate and updated. You represent and warrant that you are not a competitor of CovetMe and are not using the Services in competition with CovetMe. You further represent and warrant that you are using the Services solely for personal reasons and that you are not an attorney or an agent of an attorney conducting an investigation to a potential claim related to the Services, any materials available through the Services, or CovetMe.
CovetMe shall have the right in its sole discretion to substitute, replace, modify or upgrade the Services as CovetMe deems advisable; and, all substitutions, replacements, modifications and upgrades shall be incorporated in and subject to this Agreement and shall be the exclusive property of CovetMe. If CovetMe shall provide you with any substitutions, replacements, modifications and/or upgrades, you will be required to utilize such version. CovetMe will only be required to support the most recent and current version provided to you.
4. Your Obligations.
- You agree that systematic retrieval of data from the Services to create or compile directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of CovetMe is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein. You may not engage in the practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Services, in any manner or in any quantities not authorized by CovetMe. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of CovetMe or its affiliates without prior express written consent. You may not use any meta tags or any other “hidden text” utilizing CovetMe ‘s name or trademarks without our express written consent.
- You agree that you will not use any device, software or routine to bypass any code which may be included to prevent you from breaching the obligations in this Section or to interfere or attempt to interfere with the proper working of the Services. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our or our host’s infrastructure. You agree that you will not knowingly provide false information to sabotage or otherwise negatively affect the Services.
- You agree not to copy, transcribe and/or publish, transmit, or otherwise share, in any way, directly or indirectly, any CovetMe images, features, functionality, code or any other aspects of the Services, in whole or in part, with any third parties or on any third-party websites, including, without limitation, the use of screen shots.
- You agree you will not reverse engineer, disassemble or decompile any CovetMe prototypes or software, nor any other systems, information, materials or objects which are provided to you or to which you are granted access hereunder. To the extent you breach this Section, any software, trade secrets, inventions, improvements, or other intellectual property resulting from such non-permissible use will be the property of CovetMe (“Derivative Work Product”). You hereby automatically, irrevocably and always SELL, ASSIGN, CONVEY, AND OTHERWISE FULLY TRANSFER all right, title, and interest in such Derivative Work Product, including all rights in the patents, copyrights and other intellectual property rights pertaining to the Derivative Work Product. At the request of CovetMe, its successors and/or assigns, you will, without additional consideration, timely execute all papers and perform such other acts as CovetMe, its successors and/or assigns, deems necessary to ensure that CovetMe is the sole owner of all intellectual property rights in the Derivative Work Product.
- You agree and acknowledge that CovetMe is placing its confidence and trust in you. As a Content Publisher, you will have access to CovetMe intellectual property and other Confidential Information (as defined below) that enables CovetMe to succeed in its business, that is proprietary in nature and is the exclusive property of CovetMe. CovetMe, in its sole discretion, may choose which Confidential Information it shares with you, and may alter or discontinue sharing at any time, at its sole discretion. You agree to protect all Confidential Information and to use it only for the benefit of CovetMe. See Section 21 for further terms. You covenant and agree that during the term of this Agreement and for one (1) year following the Termination hereof for any reason, you will not directly or indirectly engage in or carry on any business that is in competition with the Business of CovetMe. For purposes of this Agreement, “Business of CovetMe ” shall include the Services as defined above.
- You agree that during the term you are using the Services, and for two (2) years thereafter, you will not use CovetMe materials, information or other resources obtained or accessed by you in connection with your use of the Services to compete with CovetMe or to solicit Content Publishers, Merchants, vendors, Developers, or agents, employees or affiliates or CovetMe away from a business relationship with CovetMe.
- You agree to be bound by any application, forum, or specific rules published within the Service.
- You agree to comply with any and all applicable national, federal, state and local laws, statutes, rules, regulations and orders (collectively, the “Laws”), in connection with your use of the Services, including, without limitation, Laws requiring you to disclose the nature of your relationship with CovetMe and/or Merchants, and all related FTC and similar consumer protection and privacy-related Laws and guidelines. By way of example and not limitation, you agree, represent and warrant compliance with the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and the FTC’s .com Disclosures. You also agree that you will not utilize the Services to a facilitate or encourage, directly or indirectly the violation of any Law, including the laws, statutes, rules, regulations or orders of any foreign nation or any treaty among nations.
- Agents. If you are an agent (attorney-in-fact) representing a Content Publisher, you represent and warrant that you have full legal power and authority to act on the Content Publisher’s behalf, without any court approval or supervision, to enter into this Agreement and bind the Content Publisher. As part of the application process, you agree to submit to CovetMe documentary evidence of your agency status, such as a copy of the relevant power of attorney agreement. You agree that both you personally and the Content Publisher you represent are bound by this Agreement. You agree to make all required disclosures and updates to the Content Publisher in relation to this Agreement and the Services. You agree to immediately notify CovetMe of any change in your status or authority to act as an agent for the Content Publisher and you consent to any inquiry by CovetMe to the Content Publisher relating to this Agreement or the conduct of the Content Publisher’s business associated therewith, including but not limited to the relationship between you and the Content Publisher.
- Contributors. CovetMe may, but is not obligated to, permit you to add Contributors to your CovetMe account (and CovetMe may withdraw that permission at its sole option). Contributors are typically employees who edit and curate your Content. Contributors are not publishers who generate their own content. Before you can add a Contributor to your CovetMe account, you will be asked to provide CovetMe with certain information, including but not limited to the person’s name, the person’s title or status with you and/or your company, and the length of time the person has held that title or status. If CovetMe approves of the addition of a Contributor to your account, the Contributor must individually accept this Agreement. You agree to immediately notify CovetMe if a Contributor’s title or status changes and you consent to any inquiry by CovetMe to your Contributors relating to this Agreement or the conduct of the Content Publisher’s business associated therewith, including but not limited to the relationship between you and the Contributor.
5. Your Content.
- You represent, warrant and agree that you are the exclusive owner of your Content and/or you have all rights, licenses, consents and releases necessary for the Content that you make available on the Services, including the right to grant all of the rights and licenses in this Agreement without CovetMe incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you. You further represent, warrant and agree that your Content does not infringe, misappropriate or violate a third party’s intellectual property rights, a third party’s rights of publicity or privacy, or any other law or regulation.
- License. You grant to CovetMe a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform and publicly display your Content for the purpose of operating, promoting, and improving the Services. Without limiting the above, you grant to CovetMe the right to syndicate your Content for any purpose, including without limitation the right to use such syndicated Content to promote the CovetMe brand. You further grant to CovetMe all rights necessary to facilitate your use of a third party’s site, app or services that require syndication or other use of your Content in connection with CovetMe. You further grant to CovetMe a non-exclusive, worldwide, royalty-free license to use your trademarks and logos for the purpose of promoting your use of CovetMe Services. CovetMe agrees to reasonably comply with any requirements you provide concerning the style, design, display and use of your trademarks and logos.
6. Inappropriate Content.
You may not post inappropriate Content in connection with the Services. Inappropriate Content includes anything CovetMe, in its sole discretion, determines to be offensive or inappropriate for inclusion or use on the Services. It includes, without limitation, Content that:
- impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with any person or entity, or creates a false identity for purposes of misleading others;
- promotes or contains material that is illegal, harmful, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, libelous, sexually explicit, violent, invasive of another’s privacy, hateful, discriminatory based on race / sex / religion / nationality / disability / age / sexual orientation, directed toward children under 13 years of age pursuant to the Children’s Online Privacy Protection Act (see also, FTC’s Children’s Privacy Site at https://business.ftc.gov/privacy-and-security/childrens-privacy), or otherwise objectionable;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- you do not have the right to disclose under contract or applicable law;
- contains software viruses or any other technology designed to interrupt, destroy or limit the functionality of the Services;
- involves the transmission of “junk mail”, “chain letters” or unsolicited mass e-mails – “spam”;
- uses automated scripts or other technology to collect information from or otherwise interact with the Services or other users without their consent;
- engages in solicitation activities such as pyramid schemes;
- provides material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- includes other people’s personally identifying information or other confidential information, such as credit card numbers, Social Security numbers, license numbers, passwords, phone numbers, addresses, and email addresses; or
- violates or encourages or facilitates the violation of any applicable local, state, national or international law, including but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
Violating this Agreement may lead to you being immediately and permanently banned, with notification to your Internet Service Provider if deemed necessary.
CovetMe may, in its sole discretion, provide Content Publishers with access to special promotional programs, including those initiated and conducted in collaboration with one or more third-parties (“Promotions”). Participation in any such Promotions by Content Publishers is voluntary. All benefits and responsibilities relating to the Promotions shall be governed by the terms and conditions of such Promotions, and Content Publishers participating in such Promotions agree to be bound by all such terms and conditions. Any Content Publishers participating in Promotions hereby agree and acknowledge that a breach of any Content Publishers’ obligations under such Promotions will constitute a breach of this Agreement by such Content Publishers. Moreover, if the terms of any Promotions require a sharing of commissions or Referral Fees generated by the Promotions with a third party or parties, such participating Content Publishers agree that such commissions or Referral Fees will be shared among third-party and the participating Content Publishers (i.e., it will not be paid out of CovetMe’s Revenue Share, as defined below). CovetMe may change, suspend, or discontinue any aspect of Promotions at any time, including the availability of any Promotions, and reserves the right to make certain Promotions available only to select Content Publishers, and to remove any Content Publishers from any Promotion at any time, in CovetMe’s sole discretion.
When a CovetMe user earns rewards, in the form of online shopping vouchers, the voucher must be used within 6 months from when the Covetme user redeems it.
CovetMe users are limited to earning a maximum of 1000€ worth of vouchers per month.
- When a reader uses a Merchant Link on Content and purchases the item (“Sale”), a commission will be credited to the Content Publisher. Commission rates vary and are established by the Merchant on a product-by-product basis.
- “Closed Net Commissions” will be deposited into the account designated for Content Publisher’s commissions (the “Content Publisher Commission Account”) when such commissions are Closed. A “Net Commission” is any commission received from a Merchant on a Sale, less CovetMe Revenue Share. A commission is considered “Closed” when a product purchased using a Content Publisher’s Merchant Link can no longer be returned, based on the Merchant’s return policy, and CovetMe has received a commission payment from the Merchant for any commissions earned on the product. The period in which a commission Closes is established solely by the Merchant and will likely change from time to time. CovetMe is not responsible for unpaid commissions and will only deposit Closed Net Commissions into the Content Publisher’s Commission Account once CovetMe receives the commission payment from the Merchant. “CovetMe Revenue Share” is Closed commissions less payments to Content Publishers.
- Closed Net Commissions are payable to the Content Publisher on the 7th and 22nd of each month, provided the Content Publisher’s Commission Account equals U.S. $100.00 or more and the Content Publisher is in good standing. Closed Net Commissions shall be paid to the Content Publisher by PayPal, or by any such other payment method acceptable to CovetMe.
- If CovetMe terminates a Content Publisher’s Commission Account for any reason, or if the Content Publisher unsubscribes from the Services, then any Net Commissions Closed as of the date of termination in an amount over U.S. $100.00 will be paid to the Content Publisher. All pending commissions that have not Closed as of the date of termination and Closed Net Commissions totaling less than U.S. $100.00 are forfeited.
- If any payment processed or attempted by CovetMe to Content Publisher is rejected, returned, or otherwise unsuccessful, CovetMe will attempt to resend. You will be charged the relevant fees for each payment attempt, regardless of whether the payment is successfully received. If a payment is returned, rejected, or otherwise unsuccessful for two (2) consecutive payments, CovetMe may, in its sole discretion, suspend or otherwise place a hold on the Content Publisher’s Commission Account until the issue is fully resolved, as determined by CovetMe in its sole discretion.
- If there is little to no activity in a Content Publisher Commission Account for eighteen (18) consecutive months, CovetMe may, in its sole discretion, suspend or terminate the Content Publisher Commission Account.
9. New User Referrals.
- Content Publishers may refer other publishers to CovetMe using the CovetMe referral program (each a “New User”). Content Publishers must have a pre-existing personal or professional relationship with all New Users they refer, which must be confirmed by the New User. Misuse of this feature will result in loss of privileges, including forfeited commissions, at CovetMe ‘s sole discretion.
- Content Publishers who refer a New User, that is acceptable to CovetMe and that registers for the Services (each, a “Referred Account”), will receive 15% of CovetMe ‘s Revenue Share from the New User’s Referred Account for 12 months, commencing on the date the New User’s application is accepted to join CovetMe, if that amount totals over U.S. $100.00 (“Referred Account Fee”). To qualify for the commissions provided in this Section, Referred Accounts must be new CovetMe accounts not currently registered with CovetMe and not already in the CovetMe applications queue or otherwise previously accepted to join CovetMe. If a New User initially is declined acceptance on to the CovetMe platform and later re-applies directly to CovetMe, this account will not be considered a Referred Account.
- If a Referred Account is referred by more than one person or entity, CovetMe will ask the Referred Account to identify who it wishes to designate as the referring person or entity.
- Active and Inactive Accounts. “Active Accounts” are Content Publishers that have made a transactional Sale through one of CovetMe ‘s Merchant links. An “Inactive Account” is one which has not converted a Sale using CovetMe in a period at or greater than 120 days. If a Content Publisher Referred Account does not become an Active Account within three months following acceptance to the platform, does not convert a Sale for any consecutive 120 day period, or the account accrues less than U.S. $100.00 in total sales commissions for any 120 day period, then they are classified as an Inactive Account and CovetMe reserves the right to delete that account from the CovetMe platform and that New User will no longer be deemed a Referred Account. If a Referred Account is removed from CovetMe platform, in order for New User to re-qualify as a Referred Account, the New User must be referred again directly by a Content Publisher through a marketing channel agreed to by both parties within 30 days of a Referred Account being removed from CovetMe platform.
10. Third-Party Applications.
- CovetMe may, in its sole discretion, provide Content Publishers with access to third-party applications, which interface with CovetMe application programming interfaces (“CovetMe APIs”) (for purposes of this Agreement, such third-party applications are “Developer Apps”). Such Developer Apps use CovetMe APIs, but are not endorsed by CovetMe. Use of such Developer Apps by Content Publishers is voluntary. Use at your own risk. By using Developer Apps, you are granting Developer Apps access rights to your Content, including without limitation related metadata. CovetMe makes no representations or warranties regarding Content Publishers’ use of any Developer Apps, which shall be governed by a separate agreement between Content Publishers and the owners of such Developer Apps. Content Publishers agree that CovetMe has no liability whatsoever for the Developer Apps, including, without limitation, providing continued access to the CovetMe APIs, technical issues related to the Developer Apps or their interaction with the CovetMe APIs, and any damages or claims caused by, arising out of or relating to the Developer Apps. CovetMe may change, suspend, or discontinue any aspect of the CovetMe APIs at any time, including the availability of any CovetMe APIs. CovetMe may also impose limits on certain features and services or restrict Developer App’s access to parts or all of the CovetMe APIs or the CovetMe Services without notice or liability.
- Content Publishers agree that, where a Content Publisher’s use of Developer Apps leads to a Sale, any resulting Closed Net Commission will be impacted and that Developer App will earn 14% of your Closed Net Commission (i.e., it will not be paid out of CovetMe ‘s Revenue Share).
11. Non-Disparagement and Non-Interference.
You agree that you will not make disparaging statements about CovetMe or its Services, employees or agents or any Merchants featured on the Services at any time. For the purpose of this Agreement, “disparaging” means a statement that denigrates the reputation, goods, or services of another. Moreover, you agree that you will not take any action that could be deemed to interfere with CovetMe’s relationship with any Merchant or other Content Publisher. Without limiting any other damages or remedy available to CovetMe or a Merchant or other Content Publisher, violation of this provision will result in loss of privileges, including forfeited commissions, at CovetMe ‘s sole discretion.
12. No Guarantee of Success.
CovetMe makes no representations or warranties regarding your potential rewards, which will be influenced by a number of factors beyond the control of CovetMe. It is possible that you will not earn any rewards at all.
13. CovetMe Information and Press Releases.
The Services may contain interviews, discussions, press releases and other information (collectively, ” CovetMe Information”) about us, our business and our Services, including links to third-party websites that contain such Information, which are being provided as a convenience to visitors of the Services. While all Information prepared by CovetMe is believed to be accurate as of the date prepared, we disclaim any duty or obligation to update any Information. Statements concerning companies other than CovetMe should not be relied upon as being provided or endorsed by us. The opinions expressed in any Information are solely those of the author(s) and do not necessarily reflect those of CovetMe
The Services may contain links to third party sites or third party applications, including advertisers. However, please be aware that CovetMe is not responsible for and cannot control the terms of service or privacy policies of such other sites. We encourage you to be aware when you leave the Services, and to read the applicable agreements for each and every site or application. The Agreement applies solely to these Services. CovetMe is not responsible for and makes no representations or warranties regarding links, including without limitation, the content, accuracy, opinions, functionality, or services provided in such linked sites or applications. Inclusion of any linked site or application on the Services does not imply approval or endorsement by CovetMe.
15. Ownership of Intellectual Property.
Unless otherwise specified, all materials that are part of the Services are owned, controlled, or licensed by CovetMe and are protected by law from unauthorized use. The entire contents of the Services are protected under copyright, patent, trademark, and/or other intellectual property laws. CovetMe, the CovetMe logos, and all designs are trademarks and/or trade dress of CovetMe and may not be used without the express written permission of CovetMe. All other trademarks appearing on the Services are the property of their respective owners
You do not acquire any ownership rights by using the Services or downloading material from or uploading material to the Services. You agree not to (and shall not allow any third party to) reproduce, distribute, publish, prepare derivative works, publicly perform, publicly display, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer or exploit any right in the Services, in whole or in part, except as expressly permitted herein.
16. Export Control.
You agree to comply with all U.S. and foreign laws regarding the importation and exportation of goods and services. You represent and warrant that (i) you are not located in any country to which the United States has embargoed goods or has designated as a terrorist supporting country; and (ii) you are not listed on any United States list of prohibited parties.
17. Use of Content in the Services.
The content contained in the Services, and the terms, conditions, and descriptions that appear, are subject to change. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final determination by the Merchants.
18. Feedback and Idea Submission.
All comments, feedback, suggestions, ideas, and other submissions (“Ideas”) disclosed, submitted, or offered to CovetMe in connection with the use of the Services shall be the exclusive property of CovetMe. Such Ideas will be non-confidential and CovetMe shall have no obligations to you, contractual or otherwise. You agree that CovetMe may use, sell, exploit and disclose the Ideas in any manner, for any purpose whatsoever, commercial or otherwise, without restriction, without attribution and without compensation to you.
19. Digital Millennium Copyright Act.
It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). If the information you are complaining about is located on a third party site or application, then you should contact that third party site or application. Please be aware that, in order to be effective, your notice of claim must comply with the detailed requirements set forth in the DMCA. You are encouraged to review them (see 17 U.S.C. § 512(c)(3)) before sending your claim.
You may notify us of alleged infringement of intellectual property rights by contacting us at:Influencer Tech UG (haftungsbeschränkt)
Hackescher Markt 4
Phone: +49 171 701 50 72
Upon receipt of notice of claimed infringement, we will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content at issue.
CovetMe may assign its rights and obligations under this Agreement freely. You may not assign any rights or obligations under this Agreement without CovetMe ‘s written consent.
Content Publisher agrees not to disclose Confidential Information without CovetMe ‘s prior written consent. “Confidential Information” includes without limitation: (a) analytics and/or other statistics relating to performance of CovetMe Services and/or the Business of CovetMe; (b) CovetMe APIs, source code, software, research, products, plans, services and/or developments; (c) customers, customer lists, markets, and/or Content Publisher information; (d) Personal Information; (e) inventions, processes, formulas, technology, designs, drawings, engineering and/or configuration information; (f) performance, analytics, marketing, financial, and/or other business information; (g) any other information designated in writing by CovetMe as “Confidential” or an equivalent designation; and (h) any information which might otherwise be reasonably considered to be confidential. Confidential Information does not include information that has become publicly known through no breach by Content Publisher, or information that has been (i) independently developed without access to Confidential Information, as evidenced in writing; (ii) rightfully received by Content Publisher from a third party; or (iii) required to be disclosed by law or a governmental authority. You agree that you will protect Confidential Information from unauthorized use, access, and/or disclosure with a reasonable degree of care.
YOU ARE AN INDEPENDENT CONTRACTOR. NO EMPLOYEE-EMPLOYER RELATIONSHIP EXISTS BETWEEN YOU AND CovetMe, AND YOU ARE NOT A PARTNER, AGENT, FRANCHISEE, JOINT VENTURER OR ENGAGED IN ANY OTHER JOINT OR COMMON UNDERTAKING WITH CovetMe.
23. No Warranty / Disclaimers.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS”, “WHERE IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT ALLOWED BY LAW, CovetMe AND ITS OFFICERS, AGENTS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS (THE ” CovetMe PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY, PERFORMANCE, NON-INTERFERENCE WITH INFORMATION, AND ACCURACY OF INFORMATIONAL CONTENT. THERE IS NO WARRANTY THAT INFORMATION PROVIDED HEREUNDER, OUR EFFORTS, OR THE SERVICES WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. CovetMe NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE AND USE OF THE SERVICES.
CovetMe PARTIES ASSUME NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, THE SERVICES OR ANY USER COMMUNICATIONS.
CovetMe PARTIES ARE NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON THE SERVICES, WHETHER CAUSED BY USERS OF THE SERVICES OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE SERVICES.
CovetMe PARTIES MAKE NO WARRANTY THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE CovetMe PARTIES OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
24. Limitation of Liability.
WHEN PERMITTED BY LAW, CovetMe PARTIES, TOGETHER WITH ANY THIRD PARTIES THAT MAY CONTRIBUTE TO OR BE AFFILIATED WITH THE SERVICES, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THE FOREGOING PROVISION MAY HAVE THE EFFECT TO LIMITING THE LIABILITY OF THE CovetMe PARTIES FOR THEIR OWN NEGLIGENCE, INCLUDING THEIR OWN GROSS NEGLIGENCE.
IF YOU ARE DISSATISFIED WITH THE SERVICES, OR ANY OF THE INFORMATION CONTAINED THEREON, OR REFUSE TO ABIDE BY THE AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT PERMITTED BY LAW, CovetMe PARTIES’ TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT YOU PAID TO USE THE SERVICES.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPLETELY HARMLESS CovetMe PARTIES, TOGETHER WITH ANY THIRD PARTIES THAT MAY CONTRIBUTE TO OR BE AFFILIATED WITH THE SERVICES, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, ATTORNEYS’ FEES, EXPENSES, AND SETTLEMENTS, WHETHER GROUNDED IN CONTRACT, TORT, STATUTE, LAW OR EQUITY, INCLUDING WITHOUT LIMITATION CLAIMS ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES OR YOUR INABILITY TO USE THE SERVICES, THE MATERIALS THE SERVICES CONTAIN, ANY SITES OR APPLICATIONS LINKED TO THE SERVICES, ANY DEVELOPER APPLICATIONS, ANY ALLEGED VIOLATION OF THE AGREEMENT, AND ANY ALLEGED VIOLATION OF THE RIGHTS OF A THIRD PARTY. THE FOREGOING PROVISION MAY HAVE THE EFFECT TO PROVIDING INDEMNITY TO THE CovetMe PARTIES LIABILITY AND DAMAGES ARISING FROM THEIR OWN NEGLIGENCE, INCLUDING THEIR OWN GROSS NEGLIGENCE.
26. Choice of Law, Venue and Claim Resolution.
The laws of germany, without application of conflict of law provisions, will apply to any disputes arising out of or relating to this Agreement or the Services. All claims arising out of or relating to this Agreement or the Services will be litigated exclusively in the courts of Germany. The Agreement is fully performable in Germany. The parties consent to personal jurisdiction in Germany and hereby waive any challenge to venue and personal jurisdiction they may have to a lawsuit filed in a state or federal court in Germany.
Any dispute must be raised within one (1) year after the date the cause of action arose. Failure to provide the written documentation within this timeframe will render all claims related to the dispute null and void.
You further agree not to join in any lawsuit with another person or serve as a class representative of any class action lawsuit against CovetMe.
If any provision of the Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions will not in any way be affected or impaired and a valid, legal, and enforceable provision of similar intent and economic impact will be substituted therefore. CovetMe’s failure to require or enforce strict performance of any provision or to exercise any right under the Agreement shall not be construed as a waiver of any such provision or right. The headings appearing at the beginning of each section are for identification and reference purposes only and shall not be used to determine the construction or interpretation of the Agreement.
28. Notices/Contact Us.
Any notices or communication sent to you by CovetMe will be sent to your email address on file with CovetMe, which may be updated by you in writing at any time. It is your responsibility for ensuring that CovetMe has your current email address at all times. Any notice sent to you via such email address by CovetMe shall be deemed given, received, and read by you, whether or not it actually is received and/or read.
Any notices or communications sent by you to CovetMe pursuant to this Agreement must be in writing and sent to the address specified herein or such other address as CovetMe may specify in writing.
All notices will be sent to:Influencer Tech UG (haftungsbeschränkt)
Hackescher Markt 4
ATTN: Legal Effective date: October 9, 2014