COVE TERMS OF USE

PART I: ACCEPTANCE OF THE TERMS OF USE

These terms of use are entered into by and between you and Cove Platform, LLC (on behalf of itself and its subsidiaries and affiliates, the "Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference, (collectively, these "Terms of Use"), govern your access to and use of the Company’s online platform, including any content, functionality and services offered on or through the site (the "Platform").

Please read the Terms of Use carefully before you start to use the Platform. By using the Platform or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://cove.io, incorporated herein by reference. If you do not want to agree to these Terms of Use and our Privacy Policy, you must not access or use the Platform.

This Platform is offered and available to users who are 18 years of age or older. By using this Platform, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

CHANGES TO THE TERMS OF USE

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Platform.

Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access the Platform so you are aware of any changes, as they are binding on you.

ACCOUNT REGISTRATION

In order to access the Platform, you must create an account and complete our registration process. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. You are responsible for all actions taken on or through your account at the Platform, including (but not limited to) any instructions to the Company placed through your account. 

ACCESSING THE PLATFORM AND ACCOUNT SECURITY

We reserve the right to withdraw or modify the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.

You are responsible for:

• Making all arrangements necessary for you to have access to the Platform.
• Ensuring that all persons who access the Platform through your internet connection are aware of these Terms of Use and comply with them.

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current and complete.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Platform or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

USE OF THE PLATFORM: NO INVESTMENT ADVICE OR RECOMMENDATIONS

The Company provides third-party fund administration, syndicate management and related services to sponsors, syndicate leads, investors and other parties. The Company does not make or engage in offers or sales of securities, solicit offers or sales of securities, or provide investment advice or recommendations to any person. The Company is not a registered broker-dealer or registered investment advisor.

Sponsors, syndicate leads and other parties who use the Platform’s fund administration, syndicate management and other services in connection with investment program are solely responsible for ensuring that their use of the Platform and any User Content (as defined below) complies with all applicable laws (including, without limitation, U.S. federal securities laws and state blue sky laws). By accessing and/or using the Platform, you hereby release any and all claims you have or may have against the Company and its subsidiaries and affiliates, and each of their respective employees, members, managers, officers, directors, partners, agents, successors and assigns (the “Company Persons”), that are in any way related to your use of the Platform or any User Content (defined below).

• By accessing and/or using the Platform, you further agree to indemnify, defend and hold the Company and any Company Persons harmless from any claim or demand made by any third party due to or arising out of your violation of these Terms of Use. Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the Company or any Company Person. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Platform.

ACH PAYMENTS

You accept Dwolla’s privacy policy including consent to collect and use your name, email and bank information and to allow Cove to share that information with Dwolla or a service provider like Dwolla. You expressly authorize Cove’s service provider, Dwolla, Inc. to originate credit transfers to your financial institution account. Cove will provide customer support for your Dwolla activity.

PERSONAL INFORMATION

We take care to allow your personal information to be accessed only by those who really need to in order to perform their tasks and duties, and to share with third parties who have a legitimate purpose for accessing it. Cove will never sell or rent your personal information. We will only share your information in the following circumstances:

We may share your information with third party identity verification services in order to prevent fraud. This allows Cove to confirm your identity by comparing the information you provide us to public records and other third party databases. These service providers may create derivative data based on your personal information that can be used solely in connection with provision of identity verification and fraud prevention services.

Cove may use Plaid, Inc. ("Plaid") to verify your bank account and confirm your bank account balance prior to approving a transaction. Cove only shares your information with Plaid in accordance with these Terms of Service and its Privacy Policy. Information shared with Plaid is treated by Plaid in accordance with its Privacy Policy, available at https://plaid.com/legal/. We may share your information with service providers under contract who help with parts of our business operations such as bill collection, payments, marketing, and technology services. Our contracts require these service providers to only use your information in connection with the services they perform for us, and prohibit them from selling your information to anyone else.

We may share your information with financial institutions with which we partner to process payments you have authorized.

• We may share your information with companies or other entities that we plan to merge with or be acquired by. Should such a combination occur, we will require that the new combined entity follow this Privacy Policy with respect to your personal information. You will receive prior notice of any change in applicable policies.
• We may share your information with companies or other entities that purchase Cove assets pursuant to a court-approved sale under U.S. Bankruptcy law;
• We may share your information with law enforcement, and officials, or other third parties when we are compelled to do so by a subpoena, court order, or similar legal procedure, or when we believe in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report suspected illegal activity or to investigate violations of our User Agreement or any other applicable policies..

If you establish a Cove account indirectly on a third party website or via a third party application, any information that you enter on that website or application (and not directly on a Cove website) will be shared with the owner of the third party website or application and your information will be subject to their privacy policies.

USER CONTENT

The Platform contains materials and information posted, submitted, published, displayed or transmitted by syndicate leads, sponsors, issuers, investors and other parties, including, without limitation, information about investment offering and subscription materials (collectively, "User Content"). The Platform may also contain messaging or communication features, message boards, chat rooms, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit User Content on or through the Platform.

You understand and acknowledge that the Company has no obligation to and does not verify or investigate the legality, reliability, accuracy and appropriateness of any User Content. We shall not be responsible or liable to you or any third party for the content or accuracy of any User Content posted to or transmitted via the Platform.

By using the Platform, you acknowledge and agree that you are not relying on the Company to, and that you understand that we do not, endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any User Content or make any representation or warranty (express or implied) regarding any particular investment outcome or the suitability of any investment. We disclaim all liability and responsibility arising from any reliance placed on such materials or information by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents. By accessing and/or using the Platform, you hereby release any and all claims you have or may have against any Company Persons that are in any way related to your use of the Platform or your use or reliance on any User Content.

YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR USE OF THE PLATFORM AND/OR ANY USER CONTENT POSTED TO OR TRANSMITTED VIA THE PLATFORM IS SOLELY AT YOUR OWN RISK.

YOU ACKNOWLEDGE THAT YOUR PUBLICATION, TRANSMISSION, USE OR RELIANCE UPON ANY USER CONTENT ON OR THROUGH THE PLATFORM IS SOLELY AT YOUR SOLE RISK.

You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

By providing any User Content on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose/according to your account settings.

You represent and warrant that:

• You own or control all rights in and to the User Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
• All of your User Content does and will comply with these Terms of Use.
• You agree to indemnify, defend and hold the Company and any Company Persons harmless from any claim or demand made by any third party due to or arising out of your User Content, your violation of these Terms of Use, and your infringement of any intellectual property or other right of any person or entity. Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the Company or any Company Person. You remain solely responsible for all User Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Platform. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Platform.

INTELLECTUAL PROPERTY RIGHTS

The Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, trade secret and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform, except as follows:

• You may print or download copies of any subscription materials or other documents related to your investment.
• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download information from Platform for your own personal, non-commercial use and not for further reproduction, publication or distribution.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from this site without authorization.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

TRADEMARKS

The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Platform are the trademarks of their respective owners.

PROHIBITED USES

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, U.S. federal and state securities laws).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform or expose them to liability.

MONITORING AND ENFORCEMENT: TERMINATION

We have the right to:

• Remove or refuse to post any User Content for any or no reason in our sole discretion.
• Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
• Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, SERVICE PROVIDERS AND COMPANY PERSONS FROM ANY CLAIMS, DEMANDS OR LIABILITIES RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review any material before it is posted on or transmitted through the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

CONTENT STANDARDS

These content standards apply to any and all User Content and use of Interactive Services. User Content must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Content must not:

• Be posted, transmitted, accessed or used in a manner that violates any provision of U.S. state or federal securities laws;
• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

COPYRIGHT INFRINGEMENT

If you believe that any User Content violates your copyright, please contact the Company at support@cove.io

CHANGES TO THE PLATFORM

We may update the content on the Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

LINKS FROM THE PLATFORM

If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in any advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

DISCLAIMER OF WARRANTIES

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATION ON LIABILITY

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, ANY COMPANY PERSONS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, members, managers, partners, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Platform, including, but not limited to, your User Content, any use of the Platform's content, services and products other than as expressly authorized in these Terms of Use or your use of any information or materials obtained from the Platform.

GOVERNING LAW AND JURISDICTION

All matters relating to the Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

ARBITRATION

At Company's sole discretion, it may require You to submit any disputes arising from the use of these Terms of Use or the Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.

LIMITATION ON TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

WAIVER AND SEVERABILITY

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

ENTIRE AGREEMENT

The Terms of Use (together with the Privacy Policy and any other agreements you are required to execute by the Company in connection with your use of the Platform) constitute the sole and entire agreement between you and the Company with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.

YOUR COMMENTS AND CONCERNS

All feedback, comments, requests for technical support and other communications relating to the Platform should be directed to: support@cove.io