Terms of Service

Effective Date: April 2, 2019

These Terms of Service (the “Terms”) govern your use of all mobile applications and websites owned or operated by Covalent Inc. (“Covalent,” “we” or “us”), including the Kippo application (the “App”), any other websites or mobile applications (e.g., iPhone applications, iPad applications, Android applications, etc.) offered by Covalent, and any other applications, interactive features, widgets and resources offered by Covalent through traditional Internet websites, mobile devices or other social media platforms (all of which are collectively referred to as the “Covalent Service” or “Service”).  Please read these Terms carefully.  By using the Covalent Service, you affirm that you have read and understand, and agree to be bound by, these Terms.  If you do not agree to these Terms, you may not use the Covalent Service.

Your use of certain parts of the Service may be subject to additional terms and conditions ("Additional Terms").  Where Additional Terms apply, we will make them available for you to read through your use of that part of the Service.  By using that part of the Service, you agree to the Additional Terms.

The Covalent Service is not intended for children under 18 years of age.  If you are under 18 years of age, you may not use the Covalent Service.  By using the Service, you affirm that you have the legal right to form a binding Agreement with us.

By using the Service, you also affirm that you (a) have never been convicted of a felony or any violent crime, including any sex crime and (b) are not and have never been a registered sex offender in any jurisdiction.

1. Your Responsibilities

In order to access most features of the Covalent Service, you must register to become a member.  When you register to become a member, Covalent collects certain personal information about you.  You agree that Covalent may use any information Covalent obtains about you in accordance with the provisions of Covalent’s Privacy Policy.

You also agree to: (a) provide true, accurate, current and complete information when prompted (e.g., at registration); and (b) maintain and update such information so that it is true, accurate, current and complete at all times. You are responsible for obtaining and maintaining all equipment and services (e.g., mobile phone and wireless service) needed in order to access and use the Covalent Service and for paying all related charges.

As part of the set-up and registration process, you may be asked to select a username and password.  Covalent may refuse to grant you a username or revoke your username for any reason in its sole discretion, including if we determine that such username impersonates someone else, is illegal, vulgar or otherwise offensive, or is protected by trademark or other proprietary rights law, or otherwise may cause confusion.

You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Service to any third party.  YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.  COVALENT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR PASSWORD OR FOR ANY ACTIONS OCCURRING UNDER YOUR PASSWORD.

We value the integrity of the Covalent community.  To protect this community, you agree not to use the Covalent Service to:

  • violate any local, state, national or international law or regulation;
  • transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another's privacy, hateful or racially, ethnically, or otherwise objectionable;
  • stalk, harass, bully, or harm another individual;
  • transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;
  • knowingly transmit any material that contains adware, malware, spyware, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • defeat or interfere with any security feature of the Covalent Service, or attempt to do so;
  • impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
  • interfere with or disrupt the Covalent Service or servers or networks connected to the Covalent Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Covalent Service; or
  • alter or modify any content or component of the Covalent Service, other than content you have uploaded using the Covalent Service.

You further agree not to use or launch any automated system, including, without limitation, “robots,” “spiders,” “offline readers” or the like, that access the Covalent Service.  Notwithstanding the foregoing, Covalent may allow operators of public search engines to use spiders to index materials from the Covalent Service for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials.  Covalent reserves the right to revoke these exceptions either generally or in specific cases.

2. Ownership of Covalent’s Content; Restrictions on Use

The content on the Covalent Service, other than “User Submissions” (as defined below), including, without limitation, photos, clips, videos, text, software, scripts, graphics, sounds, music, interactive features and the like (collectively, the “Content”) and the “Kippo” and “Covalent” word marks and the Kippo and Covalent design marks, as well as certain other of the names, logos and materials displayed on or through the Covalent Service that constitute trademarks, tradenames, service marks or logos (the “Marks”) are owned by or licensed to Covalent and are subject to copyright, trademark and other intellectual property rights under U.S. and international laws.  You agree not to copy, download, stream capture, archive, upload, publish, broadcast, sell, resell, modify, translate, decompile, disassemble, reverse engineer or exploit for any purposes the Covalent Service or any portion of the Covalent Service, including, without limitation, the Content and the Marks, except as authorized by these Terms or as otherwise intended or authorized by Covalent and its applicable licensors.

The Covalent Service is provided for your personal, non-commercial use only.  You must abide by all copyright notices, trademark notices, information and restrictions contained in or associated with any Content.  You must not remove, alter, interfere with or circumvent any copyright, trademark or other proprietary notices on the Content or any digital rights management mechanism, device or other content protection or access control measure associated with the Content.

3. User Submissions

The Covalent Service may enable you to post and share photos, videos, clips and/or audio recordings, text comments, and other content within the Covalent Service (collectively, the “User Submissions”).

When you provide Covalent with a User Submission, you grant to Covalent and its affiliates, partners, representatives, and their successors and assigns, a non-exclusive, fully-paid, royalty-free, transferable, worldwide license, with the right to grant sublicenses through multiple tiers of sublicensees, to display, publicly perform, distribute (including, without limitation, through third-party websites), store, transcode, broadcast, transmit, reproduce, edit, modify, create derivative works and otherwise use and reuse your User Submissions (or any portions or derivative works thereof) in any manner, in any medium now known or hereinafter created, for any purpose.

You acknowledge and agree that you have no expectation of compensation of any nature with respect to any User Submissions and that you shall not receive any compensation for any User Submissions.

You acknowledge and agree that you have no expectation of confidentiality of any nature with respect to any User Submissions.  Because of the viral nature of social media, you should not submit any content to the Covalent Service that you wouldn’t want to be viewed by others.

Covalent reserves the right to display advertisements in connection with, and/or based upon, your User Submissions and otherwise in connection with the Covalent Service.

You represent and warrant that: (a) you own all rights in your User Submissions or, alternatively, you have acquired all necessary permissions and rights in your User Submissions to enable you to grant to Covalent the rights in your User Submissions described herein; and (b) your User Submissions do not infringe the copyright, trademark, patent or other intellectual property rights, privacy rights, publicity rights or any other legal or moral rights of any third party.

You acknowledge that Covalent does not necessarily pre-screen any User Submissions uploaded by you or other users of the Covalent Service but that Covalent may pre-screen, or review after initial posting, your User Submissions for a variety of reasons, including, without limitation, for safety reasons and for compliance with these Terms.  Covalent and its designees shall have the right in their sole discretion to refuse or remove any User Submissions as well as terminate your access to the Covalent Service for any reason or no reason.  Reasons for such refusal, removal or termination may include violation of these Terms or activity or User Submissions that may otherwise be deemed objectionable. Covalent disclaims any and all liability in connection with any and all User Submissions, and you agree to waive any legal or equitable rights or remedies you may have against Covalent with respect to such User Submissions.

4. Feedback

You agree that Covalent is free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports or other feedback (“Feedback”), that you may provide about the App or the Service including Feedback that you send to us.  You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that Covalent has no duties to you (including any duty to compensate you for your Feedback) with respect to such Feedback.

5. Infringement Notice Procedures – Copyrights

5.1 Copyright Infringement Notification. Covalent respects the intellectual property rights of others.  Upon proper notice, Covalent will remove or disable access to User Submissions that violate copyright law and may suspend access to the Covalent Service (or any portion thereof) of any user who uses the Covalent Service in violation of copyright law and may terminate the accounts of repeat infringers.

Covalent has implemented procedures for receiving written notification of claimed copyright infringement (each, a “Notification”) and for processing such claims in accordance with such law.

If you are the owner of any exclusive right under copyright laws, or are authorized to act on behalf of such an owner, and you believe your work has been copied in a way that constitutes copyright infringement, please send Covalent‘s copyright agent a Notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single Notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit Covalent to locate the material on the Covalent Service; (c) information reasonably sufficient to permit Covalent to contact you, such as an address, telephone number, and, if available, an e-mail address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (e) a statement by you, made under penalty of perjury, that the above information in your Notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature.  Please provide us with a Notification that includes all of the above enumerated information and e-mail or mail it to the following Covalent copyright agent:

Covalent Inc.
1601 Vine St #8-101
Los Angeles, CA 90028
Attn:  Copyright Agent
Email: ip@kippoapp.com

By submitting a Notification, you acknowledge and agree that Covalent may forward your Notification and any related communications to any users who posted the material identified in such notice.

Please do not send notices or inquiries unrelated to alleged infringement to Covalent’s designated agent.

6. Termination

You may terminate your membership at any time.

If you are a free user, you must delete your account within the App.  Deleting the app from your device will not delete your account or profile and your profile may still be viewed by others using the Services.

To cancel your paid subscription, you must cancel through your iTunes account.  Deleting your account will not end your subscription or remove your profile, and you will continue to accrue charges and your profile may still be viewed by others using the Services.

Covalent reserves the right, in its sole discretion, to terminate your access to all or part of the Covalent Service, for any reason, with or without notice.

7. Modifications to Covalent Service

Covalent reserves the right to modify or discontinue the Covalent Service with or without notice to you.  Covalent shall not be liable to you or any third party should Covalent exercise its right to modify or discontinue the Covalent Service.

8. Links

The Covalent Service may contain links to third party websites and gaming platforms, images, videos, gifs, or other Internet resources that are not owned or controlled by Covalent (“Third-Party Materials”).  Covalent’s provision of a link to any Third-Party Materials is for your convenience only and does not signify Covalent’s endorsement of such other website or resource or its contents.  COVALENT SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT, INFORMATION, SOFTWARE, MATERIALS OR PRACTICES OF ANY THIRD-PARTY, INCLUDING ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE COVALENT SERVICE OR ANY LINKED WEBSITE OR IN ANY ADVERTISING.

9. Disclaimer of Warranties

YOU AGREE THAT USE OF THE COVALENT SERVICE IS AT YOUR SOLE RISK.  THE COVALENT SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE FULLEST EXTENT PERMITTED BY LAW, COVALENT AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE COVALENT SERVICE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).

Covalent and its affiliates make no warranties or representations that the Service will meet your requirements or that the results that may be obtained from use of the Service will be accurate or reliable.

Covalent and its affiliates make no warranties or representations about the accuracy or completeness of content available on or through the Covalent Service or the content of any websites linked to the Covalent Service and assume no liability or responsibility for any: (a) errors, mistakes or inaccuracies of content or confidentiality; (b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Covalent Service; (c) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein (including any and all User Submissions); (d) any interruption or cessation of transmission to or from the Covalent Service; (e) any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Covalent Service by any third party; and/or (f) for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted or otherwise made available on or through the Covalent Service.

10. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COVALENT OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT'S) USE OF THE COVALENT SERVICE.

11. Exclusions and Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages.  Accordingly, some of the above limitations and disclaimers may not apply to you.  To the extent Covalent may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Covalent’s liability shall be the minimum permitted under such applicable law.

12. Indemnification

You agree to indemnify, defend and hold harmless Covalent, its subsidiaries, affiliates, officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and costs) that they may incur as a result of or arising from: (a) any information (including, without limitation, your User Submissions, Feedback or any other content) you (or anyone using any of your accounts) submit, post or transmit on or through the Covalent Service or otherwise provide to us; (b) your (or anyone using any of your accounts) use of the Covalent Service; (c) your (or anyone using any of your accounts) violation of these Terms or any Additional Terms established by us; or (d) the violation of any rights of any other person or entity, including, without limitation, any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity, by you (or anyone using any of your accounts) or by your User Submissions.  Covalent reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Covalent in asserting any available defenses.

13. Choice of Law; Dispute Resolution; Arbitration

These Terms, any Additional Terms, and any dispute arising from or relating to these Terms, the Additional Terms or the provision or use of the Service, shall be governed exclusively by, and construed in accordance with the laws of the United States and the State of California, without reference to any conflict of laws principles.  

Any controversy, claim, or dispute arising out of or related to these Terms (or the interpretation, performance, or breach of them), the Site or the Services, including but not limited to alleged violations of state or federal statutory or common law rights or duties (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this section.

Any Dispute that is not resolved through informal means, shall be resolved exclusively through binding arbitration in accordance with this paragraph.  The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures then in effect, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”).  The arbitration shall be conducted in Los Angeles County, California before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by these Terms and any of the other agreements, including any applicable Additional Terms.  No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.  BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY.  The arbitrator shall not have the power to award punitive damages against any party.

14. International Use

We do not represent or warrant that the Covalent Service, or any part of it, is appropriate or available for use in any particular jurisdiction.  You access the Covalent Service on your own initiative and at your own risk, and are responsible for complying with all local laws, rules and regulations.  We may limit the availability of Covalent Service, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

15. Miscellaneous

These Terms and any Additional Terms constitute the entire and exclusive and final statement of the agreement between you and Covalent and govern your use of the Covalent Service.  The failure of Covalent to exercise or enforce any right or provision of these Terms or any Additional Terms shall not constitute a waiver of such right or provision.  If for any reason any provision of these Terms or any Additional Terms is found to be unenforceable, that provision shall be enforced to the maximum extent permissible, and the remainder of these Terms and any Additional Terms shall continue in full force and effect.  The section titles in these Terms and any Additional Terms are for convenience only and have no legal or contractual effect.

16. Modifications to Terms

Covalent may, in its sole and absolute discretion, change these Terms from time to time.  All changes to the Terms or the Privacy Policy will be effective when posted, and we will provide notification of such changes to you via the Service or contact information you may have provided to Covalent upon registration.  Your continued use of the Service following any changes to the Terms or the Privacy Policy, will constitute your agreement to be bound by such changes.  If you object to any such changes, your only recourse will be to stop using the Covalent Service.