End User License Agreement

Covey, Inc. Sourcing Platform End User License Agreement

This is an End User License Agreement ("Agreement") between Covey, Inc. (“Covey”) and you (“you,” “your” or “User”), and governs your access to and use of (i) Covey’s Platform (defined below), including without limitation, any Content Materials (defined below); and (ii) any User Documentation (defined below).

Notwithstanding the preceding paragraph, additional terms may accompany certain Content Materials, in which case, such additional terms shall supplement and/or substitute the terms and conditions of this Agreement, to the extent set forth in such additional terms.

THIS IS A LEGAL DOCUMENT BETWEEN YOU AND COVEY. IT IS IMPORTANT THAT YOU READ THIS DOCUMENT. BY ACCESSING, DOWNLOADING, IMPLEMENTING OR USING THE PLATFORM AND ANY CONTENT OR PRODUCTS IN THE PLATFORM (THE “CONTENT MATERIALS,” AS FURTHER DEFINED BELOW), YOU: (​i) SIGNIFY THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS IN THIS AGREEMENT; AND (ii) EXPRESSLY AGREE TO THE TERMS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS, DOWNLOAD, IMPLEMENT OR USE THE PLATFORM OR ANY CONTENT MATERIALS.

If you agree to the terms of this Agreement, you have the following rights, obligations and responsibilities:

1. ​Definitions

“Access Rights”means the specific rights granted to you with respect to the access and/or use of the Platform and/or any Content Materials, as set forth in your contractual agreement with Covey.

“Content Materials” means all content, materials and other information made available to end users in and/or through the Platform.

“Platform” means Covey’s recruitment software platform that i. allows employees to source candidates, add them to the Covey CRM, and message them with campaigns and ii. allows employees to refer their contacts to their employer for job openings; the accompanying documentation, and all updates, upgrades and enhancements thereof that may be provided by Covey hereunder, which Covey makes available to end users for access and use via the Internet.

“Third Party Content/Services” means all content, materials, services and other information supplied third parties to Covey and which Covey makes available to end users in and/or through the Platform.

“User Data” means all content, materials and other information that you upload, transmit input, or distribute to your employer in and/or through the Platform, including information that you export from your networks and uploaded to the Platform.

“User Documentation” means all user documentation and similar materials regarding the use of the Platform that is provided by Covey to you hereunder, regardless of whether in print, online or electronic format.

2. ​Grant​ ​of​ ​License

During the term and subject to the terms and conditions of this Agreement, including without limitation, your Access Rights, Covey hereby grants to you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable right and license to: (i) access and use the Platform, solely for your internal purposes only; and (ii) use, reproduce and copy (but only to the extent set forth in), internally display, and internally distribute the Content Materials and User Documentation accessed through the Platform, solely for your internal purposes.

The Platform may permit users to download and/or print certain Content Materials and/or User Documentation. You may print and/or make a reasonable number of copies of such Content Materials and User Documentation, solely as necessary to exercise the license rights granted in this Section 2. All such copies shall bear the original and unmodified copyright, patent and other intellectual property markings that appear on or in such Content Materials and/or User Documentation. Except as otherwise expressly set forth herein, you may not use, copy or distribute the Content Materials or User Documentation without the prior written authorization of Covey.

3. ​Availability Covey shall use commercially reasonable efforts to ensure that the Platform is available for use and/or access by end users on an uninterrupted basis. However, you acknowledge and agree that the Platform will not always be available, as a result of, among other things, scheduled maintenance, system downtime, failures of the Internet generality, and other causes. In the event the Platform becomes unavailable for access and/or use by end users (other than as a result of scheduled maintenance and/or system downtime), Covey shall use reasonable commercial efforts to restore such availability. You acknowledge and agree that except as otherwise set forth herein, Covey shall have no liability to you with respect to any such unavailability.

Covey further reserves the right to modify, alter and/or change the Platform at any time, including without limitation, by modifying, altering and/or changing the Content Materials or by removing certain Content Materials altogether. You acknowledge and agree that Covey shall have no liability to you with respect to any such modifications, alterations or changes, or with respect to any Content Materials that have been removed from the Platform altogether.

4. ​Your Account

In order to access and use the Platform, you must register for a user account (“Your Account”). In registering for Your Account, you must provide accurate, current and complete information as may be prompted by any registration forms or as otherwise requested by Covey (collectively, “Registration Data”). By submitting the Registration Data, you represent and warrant that the Registration Data is accurate, current and complete.

You are fully responsible for all usage and activity on the Platform under Your Account and shall be liable for all such use and activity. You shall be solely responsible for maintaining the confidentiality and security of your login and password(s), and shall immediately notify Covey of any known or suspected unauthorized use(s) of Your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your login and password(s). You further agree to: (i) take reasonable efforts to resolve any unauthorized access to the Platform; and (ii) reasonably cooperate with Covey in resolving the unauthorized access. Notwithstanding anything else herein, Covey reserves the right to pursue any and all claims against you under Your Account.

Except as otherwise authorized in writing by Covey and/or as permitted by your Access Rights, the license rights granted in this Agreement are limited solely for your internal use in accessing and/or using the Platform and/or the Content Materials. Except as otherwise authorized in writing by Covey and/or as permitted by your Access Rights, you agree that under no circumstances will you permit any other person or entity to use Your Account for the purpose of accessing the Platform, nor may you access and/or use the Platform and/or the Content Materials using the account information of any other person, entity or organization.

5. ​Third Party Content/Services

Certain Third Party Content/Services may require that each end user enter into a contractual agreement with the third party that provides such Third Party Content/Services. You acknowledge and agree that any such Third Party Content/Services are provided as a convenience for you, and not as an endorsement or recommendation by Covey of the third party provider. While Covey has used commercially reasonable measures to evaluate the third party providers of such Third Party Content/Services and the contents thereof, Covey does not guarantee the reliability, completeness, accuracy, and/or legality of such Third Party Content/Services.

Your use of all such Third Party Content/Services is at your own risk. If in using the Third Party Content/Services, you leave the Platform or otherwise enter into a contractual agreement with a third party provider with respect to such Third Party Content/Services, then your use of such Third Party Content/Services is governed by that contractual agreement or the third party provider’s terms of use and any dispute between you and such third party regarding the Third Party Content/Services is solely between you and the third party provider. Covey shall have no liability to you or to any other third party with respect to any such dispute.

6. ​Term and Termination

This Agreement will commence as of the date you first click “I ACCEPT THE TERMS OF THE LICENSE AGREEMENT” on the registration page (the “Effective Date”) and will continue until terminated as set forth in this Agreement. This Agreement will terminate as follows: (i) as applicable, in the event you are no longer authorized to access and/or use the Platform; (ii) if you commit a breach of this Agreement and fail to cure such breach within ten (10) days after notice from Covey; or (iii) Your Account is terminated. Upon any termination of this Agreement, you must cease all use of the Platform, destroy all copies of any Content Materials and/or User Documentation then in your possession or control, and take such other actions as Covey may reasonably request to ensure that no copies of the Content Materials and/or User Documentation remain in your possession or control. Use that is not blocked by Covey following expiration or termination of this Agreement does not constitute a renewal or extension of this Agreement. The following provisions shall survive the termination or expiration of this Agreement: Section 1, 5, 6, 7, 8, 9, 10, 11, and 14 - 20.

7. ​Intellectual Property Rights

You acknowledge and agree that the Platform, the Content Materials, and the User Documentation are licensed and not sold. The Platform, the Content Materials and the User Documentation are owned by Covey and/or its licensors, and are protected by United States trademark and copyright laws and international treaty provisions. Covey and/or its licensors own and retain all right, title and interest in and to the Platform, the Content Materials and the User Documentation, including any and all patents, trademarks, copyrights, trade secrets and other intellectual property rights embodied or contained therein. Your possession, installation, or use of the Platform, the Content Materials, and the User Documentation does not transfer to you any right, title or interest in any of the foregoing and you will not acquire any such right, title or interest, except as expressly set forth in this Agreement and/or your Access Rights.

8. ​Restrictions and Requirements


a. ​Transfer​ ​of​ ​Rights

Except as otherwise expressly authorized herein, you may not rent, distribute, sublicense, lease, give, loan, allow the use of, or otherwise transfer the Platform, the Content Materials or the User Documentation, or any part thereof, including any accompanying software and documentation, to any third party. You may not permit third parties to benefit from the use or functionality of the Platform via a timesharing, service bureau or other arrangement except to the extent such use is expressly permitted by this Agreement.

b. ​Reverse Engineering and Modification

You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, underlying user interface techniques or algorithms of the Platform, or any part thereof, directly or indirectly, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based upon the Platform, the Content Materials, or the User Documentation, or any part or portion thereof.

c. ​User Conduct

You further agree not to: i. Use the Platform and/or the Content Materials in any unlawful manner or in any manner that could damage, disable, overburden or impair the Platform or any network or server owned or controlled by Covey or otherwise associated with the Platform; ii. Use any robot, spider, crawler, scraper or other automated means or interface not provided by Covey to access the Platform, or to extract data; iii. Use automated scripts to collect information from or otherwise interact with the Platform; iv. Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; v. Violate any local, state, national or international law; vi. Use or attempt to use another user’s account without prior written authorization from Covey; vii. Circumvent or attempt to circumvent any content filtering techniques or use limitation or protection device that Covey may employ; viii. Attempt to access any service or area of the Platform that you are not authorized to access; ix. Access, disclose, use, disseminate, store, reproduce, sell, lease, license, or publish any portion of the Platform, the Content Materials, or User Documentation in any manner except as expressly authorized herein; x. Probe, scan or test the vulnerability of any system or network owned or controlled by Covey or otherwise associated with the Platform; xi. Use the Platform to execute denial of service attacks; xii. Use the Platform or Content Materials to create products or perform services which compete or interfere with those of Covey or its licensors; xiii. Upload, transmit, or otherwise publish any User Data to or through the Platform that: (i) advertises or solicits the sale of goods or services; (ii) is obscene, indecent, or otherwise sexually explicit or abusive; (iii) defames any person or entity or otherwise invades anyone’s rights or causes any form of injury to any other person or entity; or (iv) contains software viruses or any other malicious code; xiv. Use the Platform and/or the Content Materials in any manner that violates, infringes, or misappropriates the intellectual property rights, publicity or privacy rights, or other proprietary rights of any third party; xv. Download all or parts of the Platform and/or the Content Materials in a systematic or regular manner or so as to create a collection of materials comprising all or a material subset of the Platform, in any form; or xvi. Use the Platform and/or Content Materials in excess of your Access Rights; or xvii. Interfere with service to any other user, host or network owned or controlled by Covey or otherwise associated with the Platform.

9. ​User Content

The Platform permits end users to upload and/or transmit content, materials and other information owned and/or controlled by such end users. All such User Data is and shall at all times remain your sole and exclusive property, provided that, you hereby grant to Covey a non-exclusive, irrevocable, and perpetual license to load, use, transmit, modify, distribute and/or make available such User Data for Covey’s lawful business purposes. You represent and warrant to Covey: (i) that you own such User Data or otherwise have sufficient rights and consents in and relating to the the User Data to grant the license rights granted to Covey in this Section; (ii) that such User Data does not, and its use by Covey as contemplated in this Section will not, violate, infringe, or misappropriate the intellectual property rights or other privacy or proprietary rights of any third party; and (iii) that there are no claims currently pending or threatened as to your ownership of or rights in the User Data, or as to your violation, infringement or misappropriation of any third party intellectual property rights or other proprietary rights with respect to the User Data, and to your knowledge, you have not engaged in any acts or omissions likely to result in any such claims. In the event that Covey discovers that the User Data is in violation of this Section 9, Covey may, without limiting its rights or creating any liability therefor, immediately remove the User Data from the Platform, and may further block and/or restrict your access thereto pending resolution of any such violation.

Covey has no obligation to back up or maintain your User Data, and Covey takes no responsibility and assumes no liability for your User Data, including without limitation any loss or damage thereto.

10. ​Warranty​ ​Disclaimer

a. ​General

COVEY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO THE PLATFORM, THE CONTENT MATERIALS, AND/OR THE USER DOCUMENTATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, VALIDITY AND/OR NONINFRINGEMENT.

b. ​Availability.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE PLATFORM MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS, INCLUDING WITHOUT LIMITATION, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF THE SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE OR THE INTERNET. COVEY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY, ACCESSIBILITY OR PERFORMANCE.

c. ​No Reliance.

THE PLATFORM AND/OR THE CONTENT MATERIALS ARE INFORMATIONAL IN NATURE AND ARE FOR YOUR USE AS EXAMPLE MATERIALS ONLY. ACCORDINGLY, THE PLATFORM AND/OR THE CONTENT MATERIALS MUST BE CUSTOMIZED TO YOUR OPERATIONS BASED ON YOUR OWN ORGANIZATIONAL AND OPERATIONAL HAZARD ASSESSMENTS, CONTRACTUAL AGREEMENTS, EXPOSURES, ETC. USE OF ANY CONTENT, PROGRAM OR APPLICATION CANNOT AND DOES NOT DIMINISH ANY OBLIGATIONS ESTABLISHED BY ANY FEDERAL, STATE, OR LOCAL STATUTE, CODE, REGULATION, RULE, OR STANDARD. RATHER, YOU ARE RESPONSIBLE FOR USING YOUR OWN PROFESSIONAL SKILL, JUDGMENT AND EXPERIENCE IN ACCESSING AND/OR USING THE PLATFORM AND/OR THE CONTENT MATERIALS.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PLATFORM AND/OR THE CONTENT MATERIALS DOES NOT GUARANTEE THAT THE PLATFORM AND/OR THE CONTENT MATERIALS WILL PREVENT LOSSES, CLAIMS, LIABILITY, LAWSUITS, OR ACCIDENTS OR SATISFY APPLICABLE FEDERAL, STATE OR LOCAL STATUTES, CODES, REGULATIONS, RULES OR STANDARDS. COVEY ASSUMES NO RESPONSIBILITY FOR THE MANAGEMENT AND/OR CONTROL OF YOUR ACTIVITIES, OR FOR THE CORRECTION OF CONDITIONS OF YOUR OPERATIONS. YOU AGREE NOT TO RELY ON, OR TO INSTRUCT, ADVISE OR AUTHORIZE ANY OTHER INDIVIDUAL OR ORGANIZATION TO RELY ON, THE PLATFORM AND/OR THE CONTENT MATERIALS. ALL RISKS ASSOCIATED WITH THE ACCESS TO AND/OR USE OF THE PLATFORM AND/OR THE CONTENT MATERIALS IS SOLELY WITH YOU.

d. ​User Data.

THE CONTENT MATERIALS ARE CHECKED TO BE VIRUS FREE. HOWEVER, ANY USER DATA IS NOT GUARANTEED BY COVEY TO BE FREE OF VIRUSES OR MACROS WHICH MAY PREVENT USE OF SUCH USER DATA. YOU, AND NOT COVEY, ARE RESPONSIBLE TO ASSURE THAT ALL USER DATA IS FREE OF VIRUSES, OR COMPLIANT WITH ANY APPLICABLE FEDERAL, STATE OR LOCAL STATUTE, CODE, REGULATION, RULE OR STANDARD. 11. ​Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL COVEY, OR ITS SUPPLIERS, LICENSORS, SUCCESSORS OR ASSIGNS, BE LIABLE TO YOU OR TO ANY OTHER THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE OR OTHER PECUNIARY LOSS), ARISING OUT OF THE USE OR INABILITY TO USE THE PLATFORM AND/OR THE CONTENT MATERIALS, EVEN IF COVEY HAS BEEN ADVISED OF OR OTHERWISE HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COVEY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSES OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED $100. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. ​Export​ ​Restrictions

You may not download, export or re-export any software received hereunder, regardless of the manner in which received: (i) into, or to a national or resident of, any country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. Accordingly, you hereby represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You acknowledge that it is your sole responsibility to comply with any and all government export and other applicable laws and that Covey has no further responsibility with respect thereto.

13. ​Indemnity

You shall defend, indemnify and hold harmless Covey, the parents, subsidiaries and affiliates of Covey, and each of their respective officers, directors, agents, and employees (the “Covey Indemnitees”), for, from, and against any and all claims, demands, loss, damage, liability, or expense (including, but not limited to, attorneys' fees at trial, on appeal, and on any petition for review), arising out of or related to the breach of this Agreement by you, or otherwise arising from the use of the Platform and/or the Content Materials by you, including without limitation, any actual or threatened suit, demand or claim made against the Covey Indemnitees arising out of or relating to your conduct, your violation of this Agreement, your violation of the rights of any third party, or the User Data.

14. ​Communications; Privacy Policy

By accessing and using the Platform, you agree to receive certain electronic communications from Covey. Any personal information supplied by you and any user under Your Account, including Registration Data, will be collected, used and disclosed in accordance with Covey’s Privacy Policy. Please refer to Covey’s Privacy Policy for information on how Covey collects, uses, and discloses personal information from its users, including the use of cookies.

15. ​Audit Rights

Covey may retain administrative access to Your Account through the Platform for purposes of auditing your compliance with the terms of this Agreement, including without limitation, your usage of the Platform and/or the Content Materials.

16. ​Remedial Action

Without limiting the above, Covey may suspend delivery of the Platform if it reasonably determines that you are not in compliance with this Agreement, including without limitation, by exceeding your Access Rights. If delivery is suspended, Covey will restore your access as soon as you come back into compliance with the terms of this Agreement. Covey’s suspension of the Platform is without prejudice to any right, claim or remedy of Covey under this Agreement, including without limitation, Covey’s rights under Section 6 above. You hereby acknowledge and agree that, in the event of any breach or threatened breach of your obligations or responsibilities under Sections 2 and 8 above or any other provision affecting Covey’s and/or its licensors’ intellectual property rights in the Platform and/or the Content Materials, Covey may suffer irreparable injury for which damages at law may not be an adequate remedy. Accordingly, without prejudice to any other rights and remedies otherwise available to Covey at law or equity, Covey shall be entitled to seek equitable relief, including injunctive relief and specific performance, for any such breach or threatened breach of this Agreement by you.

17. ​Amendments

Covey may update or modify this Agreement and any policies affecting the Platform immediately upon notice to you posted to the Platform or distributed via electronic mail. You will be required to click “I ACCEPT THE TERMS OF THE LICENSE AGREEMENT” upon any subsequent use of the Platform following such an update or modification. Your clicking “I ACCEPT THE TERMS OF THE LICENSE AGREEMENT” and your subsequent use of the Platform shall be conclusively deemed an acceptance of all such updates or modifications. Any updates or modifications to this Agreement shall be deemed to supersede and/or replace the Agreement in its prior form, to the extent set forth in such updates or modifications.

18. ​General

a. This Agreement is governed by the laws of the United States and the State of California, without reference to conflict of laws principles. Except where prohibited, you agree that all disputes, claims and legal proceedings in any way arising out of or relating to the Platform, the Content Materials, or this Agreement shall be resolved individually, without resort to any form of class action, and exclusively in the state or federal courts located in Santa Clara County, California. You waive all defenses of lack of personal jurisdiction, improper venue, “forum non conveniens” and the like with respect to such courts. TO THE EXTENT ALLOWED UNDER APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. b. This Agreement is the entire agreement between you and Covey and supersedes any other communications or advertising with respect to Platform. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. c. No provision hereof shall be deemed waived or modified except in a written addendum signed by an authorized representative of Covey. d. In the event that any legal action, including arbitration, is required in order to enforce or interpret any of the provisions of this Agreement, the prevailing party in such action will recover all reasonable costs and expenses, including attorneys’ fees, incurred in connection therewith and on any appeal.

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