Venue Software Agreement

Venue Software Agreement

Last updated May 2022

Thank you for choosing Cover Ninja for your business. When you use our products and services you’re agreeing to our terms, so please read this Venue Software Agreement carefully as they contain important information regarding your legal rights and obligations. Certain capitalised words below are defined in Section 13 (Definitions).

Cover Ninja provides online class cover software services designed specifically for businesses in the health and fitness industry (“Software Service”). You can access our Software Service via the client login page on our Webapp and through our Apps.

These Terms of Service (“Agreement”) apply to any use of and access to our Software Service, Website or Apps (collectively, “Services”) by you and your Affiliates. By accessing or using the Services (or enabling an Affiliate to access or use the Services), you are indicating that you have read this Agreement and agree to be bound by its terms. If you do not agree with all of the terms of this Agreement, you may not access or use any Services.

This Agreement is effective (“Effective Date”) on the earlier of (a) the date you accept this Agreement by clicking an “I Agree” button or otherwise indicate that you accept this Agreement (including through an Order Form), or (b) the date you (or an Affiliate) first access or use the Services.

General Terms
Services
Your Responsibilities
Fees and Payment
Intellectual Property Rights
Data Ownership and Use
Confidential Information
Term, Termination and Suspension
Warranties and Disclaimer
Indemnification
Limitations and Exclusions of Liability
Miscellaneous
Definitions

1. General Terms

When you use our Services, you are entering into a legal agreement and you agree to all of these terms.

1.1 Agreement

This Agreement is a binding legal agreement between you and the applicable Cover Ninja Entity indicated in Section 12.4 below (“Cover Ninja”, “we”, “us” or “our”). If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to “you” and “your” in this Agreement are referring to that entity. You and Cover Ninja are also sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

You also agree to our Privacy Policy. Our Privacy Policy explains how we collect and use information that’s submitted to the Services. By using the Services, you are indicating that you’ve read the Privacy Policy and agree to its terms. This Agreement covers Apps that allow you to access our software like the Cover Ninja webapp and mobile app.

This Agreement applies to any use of the Services, whether in connection with a paid subscription or a free trial.

1.2 Changes to the Agreement

We continuously strive to improve our products and services, and as our business evolves, this agreement may change. The below describes how we can change the agreement.

We may, in our sole discretion, make changes to this Agreement from time to time. Any changes we make will become effective when we post a modified version of the Agreement to our Website, and we agree the changes will not be retroactive. If we make any material changes to the Agreement, we’ll also notify you within the Software Service or by sending you an email. If you continue using the Services after any changes, it means you have accepted them. If you do not agree to any changes, you must stop using the Services, and you can terminate your account by emailing stuff@coverninja.co.uk.It is your obligation to ensure that you read, understand and agree to the latest version of the Agreement that’s posted on our Website. The legend at the top of the Agreement indicates when it was last changed.

2. Services

2.1 Access and Service Levels. Cover Ninja will make the Services to which you have subscribed available to you. We may temporarily suspend your access for things like scheduled maintenance, or if a natural disaster occurs. We may also change or discontinue particular features or functions of our Services at any time.

2.2 Changes to Services. Notwithstanding Section 2.1, in addition to our rights set forth in Section 8.4, we reserve the right to suspend any Services (a) during planned downtime, (b) in connection with a Force Majeure event (as described in Section 12.9), or (c) if we believe any malicious software is being used in connection with your account. In addition, we reserve the right to change, suspend or discontinue any features, components or functions of the Services at any time. If we make any material changes to the Software Service, we’ll notify you within the Software Service or by sending you an email. Notwithstanding the above, we have no obligation to update or enhance any Services or to produce or release new versions of any Services.

2.3 Third Party Offerings. We aren’t responsible for any third party products that are integrated with or used in connection with the Services.Although the Services may allow you to access or use Third Party Offerings, they are not “Services” under this Agreement and are not subject to any of the warranties, service commitments or other obligations with respect to Services hereunder. The availability of any Third Party Offerings through the Services does not imply Cover Ninja’s endorsement of or affiliation with the provider. Cover Ninja does not control Third Party Offerings and will have no liability to you or Affiliates in connection with any Third Party Offerings. Cover Ninja has no obligation to monitor or maintain Third Party Offerings, and may disable or restrict access to any Third Party Offerings at any time. By using or enabling any Third Party Offering, you are expressly permitting Cover Ninja to disclose Your Data or other information to the extent necessary to utilise the Third Party Offering. Your use of Third Party Offerings is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Offerings (such as Terms of Service or Privacy Policies of the providers of such Third Party Offerings.

2.4 Support Services. As part of the Services you will have access to Cover Ninja’s standard support services described at http://coverninja.co.uk/help-centre/.

2.5 Free, Trial and Beta Services. Cover Ninja may in its sole discretion offer free, trial or beta Services from time to time at no charge. Notwithstanding anything to the contrary herein: (a) any free, trial or beta Services are provided “AS IS” with no warranties of any kind; and (b) Cover Ninja may discontinue any free, trial or beta Services or your ability to use such Services at any time, with or without notice and without any further obligations to you. Without limiting the generality of the foregoing, free Services that have not been accessed or used for 12 consecutive months may be terminated by us. Cover Ninja will have no liability for any harm or damages suffered by you or any third party in connection with any free, trial or beta services.

3. Your Responsibilities

3.1 Liability for Affiliates and End Users. You are responsible for making sure that your Affiliates and End Users comply with the terms of this agreement and applicable laws. You are responsible for all activity occurring under or relating to your account, including, but not limited to, your staff, employees, consultants, advisors, independent contractors, and End Users. You will ensure that your Affiliates and End Users comply with all of the provisions of this Agreement, including any acceptable use policies provided or made available by Cover Ninja, and any applicable local, state, national and foreign laws, including those related to data privacy and transmission of personal data, at all times while using the Services. Any reference in this Agreement to your “access” or “use” of Services (or similar phrase) is deemed to include access or use, as appropriate, by Affiliates and/or End Users, and any act or omission of an Affiliate or End User that does not comply with this Agreement will be deemed a breach of this Agreement by you. You are also responsible for ensuring that you have the appropriate rights to interact and/or contact End Users through the Services, as applicable, in accordance with applicable laws and regulations.

3.2 Data; Unauthorized Access; Maintaining Networks. These are things you promise to do in connection with using the Services. You will: (a) have sole responsibility for the accuracy and quality of Your Data and for ensuring that your collection and use of Your Data complies with applicable laws, including those related to data privacy and transmission of personal data; (b) prevent unauthorised access to, or use of, the Services, and notify Cover Ninja promptly of any unauthorised access or use; and (c) have sole responsibility for obtaining, maintaining and paying for any hardware, telecommunications, Internet and other services needed to use the Services.

3.3 Restrictions on Use. These are things you promise not to do in connection with using the Services. You and your Affiliates and End Users will not: (i) submit any infringing, obscene, defamatory, threatening, or otherwise unlawful or tortious material to the Services, including material that violates privacy rights; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (iii) attempt to gain access to the Services or related systems or networks in a manner not permitted by this Agreement; (iv) post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other harmful computer code, files, scripts agents or programs; (v) restrict or inhibit any other person or entity from using the Services; (vi) remove any copyright, trademark or other proprietary rights notice from the Services; (vii) frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service; (viii) systematically download and store Services content; or (ix) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services.

3.4 User Names and Passwords. Cover Ninja may reject or require that you change any user name or password under your account. User names and passwords are for internal business use only and may not be shared with any third party, including any competitor of Cover Ninja. You, and not Cover Ninja, are responsible for any use or misuse of user names or passwords associated with your account.

4. Fees and Payment

4.1 Software Services Fees. Fees for the subscribed Software Services (“Subscription Fees”) are set forth on our website at http://coverninja.co.uk/pricing (or such other URL as specified by Cover Ninja), as may be updated by Cover Ninja from time to time.

4.2 Payment Terms. This describes our fees and your payment obligations. All fees are non-refundable and must be paid in advance.You agree to pay Cover Ninja the Subscription Fees and any other applicable fees stated on an Order Form or otherwise specified in this Agreement. All payment obligations under this Agreement are non-cancellable and all fees paid are non-refundable. Unless otherwise stated on an Order Form, fees must be paid in advance of each billing period. You will provide Cover Ninja with valid and updated credit card information or another form of payment acceptable to Cover Ninja. If you provide credit card information, you represent that you are authorised to use the card and you authorise Cover Ninja to charge the card for all payments hereunder. By submitting payment information, you authorise Cover Ninja to provide that information to third parties for purposes of facilitating payment. You agree to verify any information requested by Cover Ninja for purposes of acknowledging or completing any payment.

4.3 Overdue Charges. Any amounts not received by the applicable due date may accrue late interest at 1.5% of the outstanding balance per month, or the maximum interest permitted by applicable law, whichever is less, plus costs of collection. Any amount not received by Cover Ninja within thirty (30) days after the applicable due date will be deemed a material default under this Agreement, and Cover Ninja will be entitled to either suspend the Services or terminate the Agreement in accordance with Section 8.2.

4.4 Changes in Fees. Upon notice to you, Cover Ninja may increase any fees specified, provided the increase will not become effective until the expiration of the current Subscription Term. Cover Ninja may also convert any free, trial or beta Service into a Service subject to a Subscription Fee upon notice to you, and your rights to such Service will be suspended if you do not pay the Subscription Fee.

4.5 Payment Errors. If you believe a payment has been processed in error, you must provide written notice to Cover Ninja within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute. If notice is not received by Cover Ninja within such thirty (30) day period, the payment will be deemed final.

5. Intellectual Property Rights

5.1 Cover Ninja Intellectual Property. This describes our intellectual property rights in the Services. Cover Ninja or its Affiliates own all right, title and interest in and to the Services, the Cover Ninja Data and Aggregated Data, including, without limitation, all intellectual property rights therein. Subject to the limited rights expressly granted to you under this Agreement, Cover Ninja and its Affiliates reserve all rights, title and interest in and to the Services, the Cover Ninja Data and Aggregated Data, including, without limitation, all related intellectual property rights. Cover Ninja and its Affiliates’ service marks, logos and product and service names, including, without limitation, Cover Ninja and the logo, (the “Cover Ninja Marks”) are owned by Cover Ninja or its Affiliates. You agree not to display or use any Cover Ninja Marks in any manner without Cover Ninja’s express prior written permission. Any trademarks, service marks and logos associated with a Third Party Offering may be the property of the third party provider, and you should consult with their trademark guidelines before using any of their marks.

5.2 License Grant to You. You are only allowed to use the Services in accordance with this agreement and for internal business purposes. Subject to the terms and conditions of this Agreement, Cover Ninja hereby grants to you a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license and right to use the Services set forth in an Order Form, during the Subscription Term and solely for your internal business purposes. You will not: (a) modify, copy or create any derivative works based on the Services; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Services available to any third party, other than to Affiliates and End Users as permitted herein; (c) reverse engineer or decompile any portion of the Services, including but not limited to, any software utilised by Cover Ninja in the provision of the Services; (d) access or use (or allow a third party to access or use) the Services for competitive analysis or to build any competing products or services; (e) copy any features, functions, integrations, interfaces or graphics of the Services; or (f) otherwise use or exploit the Services in any manner not expressly permitted by this Agreement.

5.3 License Grant to Cover Ninja. You grant us a license to use your feedback, trademarks and logos in connection with providing the Services and for general marketing purposes. You hereby grant to Cover Ninja and its affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to (a) modify, copy, distribute and incorporate into the Services (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by you, Affiliates or End Users relating to the Services or Cover Ninjas or its Affiliates’ business(es); and (b) to use your business name(s), trademarks, service marks, logos or any publicly available images (collectively, “Your Marks”) in connection with: (x) providing the Services, (y) for marketing and promotional purposes in connection with Cover Ninja’s business, and (z) for Marketing Services. Cover Ninja agrees that any use by Cover Ninja of any of Your Marks will inure solely to the benefit and goodwill of your business. Other than those rights specifically granted to Cover Ninja or its Affiliates herein, all right, title and interest in and to Your Marks are expressly reserved by you.

6. Data Ownership and Use

6.1 Your Data. You own all data you provide to us, but you also grant us a license to use it for certain purposes, for example, to improve our products or to provide you with complementary products of our partners. As between you and Cover Ninja, you own all right, title and interest in Your Data. You hereby grant to Cover Ninja a nonexclusive, worldwide, assignable, sublicensable, fully paid-up and royalty-free license and right to copy, distribute, display and perform, publish, prepare derivative works of and otherwise use Your Data for the purposes of providing, improving and developing Cover Ninja’s or its Affiliates’ products and services and/or complementary products and services of our partners. You represent and warrant to Cover Ninja that you have all rights necessary to grant the licenses in this Section 6.1, and that your provision and use of Your Data through and in connection with the Services does not violate any applicable laws or rights of any third party.

6.2 Cover Ninja Data. This describes our rights in data that we collect through independent sources, like the Cover Ninja Apps. Notwithstanding Section 6.1, all right, title and interest in any data or information collected by Cover Ninja independently and without access to, reference to or use of any of Your Data, including, without limitation, any data or information Cover Ninja obtains about End Users through the Cover Ninja Apps (whether the same as Your Data or otherwise), will be solely owned by Cover Ninja (collectively, “Cover Ninja Data”).

6.3 Aggregated Data. We will own all Aggregated Data. You authorise Cover Ninja to aggregate or anonymise Your Data or other data in connection with the Agreement, and Cover Ninja will own all Aggregated Data. You agree that nothing in this Agreement will prohibit Cover Ninja or its Affiliates from utilising Aggregated Data for any purpose, provided such Aggregated Data does not reveal any personally identifying information about you or any End Users.

6.4 Personal Information. Our Privacy Policy covers how we collect and use personal information. Our Privacy Policy governs how we collect and use personal information that is submitted through the Services. By accessing or using the Services, you agree that you have read and accept our Privacy Policy. Without limitation, you acknowledge and agree that Cover Ninja may process Your Data for the purpose of providing the Services and related functions, such as billing and customer or End User support, as well as to send direct marketing communications to your representatives’ or End Users, data science and product or service improvement and reporting. You represent and warrant that You are authorized to process Your Data and make such data available to Cover Ninja for uses as set out in the Agreement and Privacy Policy, including through appropriate notice, consent and by your referring individuals, such as End Users, to our Privacy Policy (notwithstanding Cover Ninja’s ability and right, to which You agree, to request consent, and provide notice and its Privacy Policy separately to individuals).

6.5 Protection and Security. We have controls in place to prevent outside parties from stealing or accessing Your Data. During the Subscription Term, Cover Ninja will maintain administrative, physical and technical safeguards designed for the protection and integrity of Your Data. Cover Ninja will maintain PCI DSS compliance for the portions of the Services that store and process Cardholder Data.

6.6 Unauthorised Disclosure. We will notify one another if either of us becomes aware that Your Data has been compromised. If either Party believes that there has been a disclosure of Your Data in a manner not authorised under this Agreement, such Party will promptly notify the other Party. Additionally, each Party will reasonably assist the other Party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted by such unauthorised disclosure.

6.7 Data-Related Disputes. We are not responsible for resolving or intervening in any dispute over Your Data. You are solely responsible for resolving disputes regarding ownership or access to Your Data, including those involving any current or former owners, co-owners, employees or contractors of your business. You acknowledge and agree that Cover Ninja has no obligation whatsoever to resolve or intervene in such disputes.

7. Confidential Information

7.1 This describes the confidentiality obligations we have to one another under the agreement. A Party will not disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party’s prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; or (d) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Section 7 will restrict Cover Ninja with respect to Cover Ninja Data or Aggregated Data.

8. Term, Termination and Suspension

8.1 Term. We can each end this Agreement anytime by providing 180 days’ advance notice. Unless otherwise specified in an Order Form, the term of this Agreement will be 6 monthly (“Subscription Term”). The Subscription Term commences on the Effective Date and will automatically renew until either Party terminates in accordance with this Agreement. Either Party may terminate the Agreement and/or any subscription at any time, for any reason or no reason, by providing notice to the other Party at least one hundred and eighty (180) days before the end of the relevant Subscription Term. Unless otherwise specified in an Order Form, Subscription Fees during any automatic renewal term will revert to the current pricing in effect at the time such renewal term commences.

8.2 Termination for Cause. Cover Ninja may terminate this Agreement and/or any subscription, effective immediately upon notice to you, if you or an Affiliate are in material breach of this Agreement. In the event of a termination pursuant to this Section 8.2, in addition to other amounts you may owe Cover Ninja, you must immediately pay any unpaid Subscription Fees associated with the remainder of the Subscription Term. In no event will any termination relieve you of your obligation to pay any fees payable to Cover Ninja for the period prior to the effective date of termination.

8.3 Rights on Termination or Expiration. This describes what will occur and the rights that apply when the Agreement is terminated. Upon termination or expiration of this Agreement (a) all Order Forms will automatically terminate and be of no force or effect; (b) you will have no rights to continue use of the Services and will cease accessing and/or using the Services; and (c) except as specified in the following paragraph, Cover Ninja will have no obligation to maintain your Services account or to retain or forward any data to you or any third party, except as required by applicable law.

For a period of no greater than thirty (30) days following a notice of termination, Cover Ninja will make Your Data available to you through Cover Ninja’s standard web services. Upon request by you within thirty (30) days following the termination date of this Agreement, and provided that you have paid Cover Ninja all amounts owed under this Agreement, Cover Ninja will make Your Data in its possession or control available to you through Cover Ninja’s data export service. After such thirty (30) day period, Cover Ninja will have no obligation to retain or provide Your Data, except as required by applicable law. If at any time during the Subscription Term you require Cover Ninja’s assistance in retrieving Your Data, additional fees may apply.

8.4 Right to Terminate or Suspend Services. We may suspend or terminate your access to and use of the Services (or any portion thereof) at any time without notice if we believe (a) that any activity or use of Services in connection with your account violates this Agreement, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to Cover Ninja or any third party, (b) that we are required to do so by law, or (c) where the Parties do not agree on the use of a sub-processor.

9. Warranties & Disclaimer

9.1 Accuracy of Your Account Information. You are responsible for keeping your account contacts and other account information up to date, and you must notify us if anything changes. You agree to provide Cover Ninja with complete and accurate account information, including your legal company name, street address, e-mail address, bank account, and such other information as may be requested by Cover Ninja (collectively, “Account Information”). You are responsible for the accuracy and timely updating of Account Information, and you agree to promptly notify Cover Ninja in writing if any Account Information changes. You agree that Cover Ninja has no responsibility or liability whatsoever for any loss or damages caused, either directly or indirectly, by inaccurate Account Information.

9.2 Warranty of Functionality. We promise that the software will perform functions as generally described on our Website. Cover Ninja warrants to you that during a Subscription Term: (a) the subscribed Software Service will perform materially in accordance with the functionality described on the website; and (b) such functionality will not be materially decreased. Your sole and exclusive remedy for a breach of this warranty will be that Cover Ninja will use commercially reasonable efforts to modify the applicable Services to achieve the functionality described. If Cover Ninja is unable to restore such functionality, you may terminate the Agreement by providing written notice to Cover Ninja, and you will be entitled to receive a pro-rata refund of any pre-paid fees. Cover Ninja will have no obligation with respect to a warranty claim under this Section 9.2 unless notified by you in writing no later than thirty (30) days after the first instance of any material functionality problem. This warranty will only apply if the applicable subscribed Services have been utilised in accordance with this Agreement and applicable laws. For clarity, this warranty will not apply to any free, trial or beta Services.

9.3 Disclaimer. This is our disclaimer of legal liability for the quality, safety, or reliability of our Services. Except as expressly provided in Section 9.2 above, to the maximum extent permitted by applicable law, Cover Ninja makes no representations or warranties of any kind, whether express, implied, statutory or otherwise and specifically disclaims all implied warranties, including without limitation any warranties of title, non-infringement, merchantability or fitness for a particular purpose with respect to the Services and/or related documentation. Cover Ninja does not warrant that your use of the Services will be secure, timely, error-free or uninterrupted, or that the Services are or will remain updated, complete or correct, or that the Services will meet your requirements or that the system that make the Services available (including without limitation the internet, other transmission networks, and your local network and equipment) will be uninterrupted or free from viruses or other harmful components. Except as provided in section 9.2, the Services and any Products and Third Party materials are provided on an “AS IS” and “AS AVAILABLE” basis and solely for your use in accordance with this Agreement. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made on behalf of both Cover Ninja and its Affiliates and their respective shareholders, directors, officers, employers, affiliates, agents, representatives, contractors, licensors, suppliers and service providers (collectively, the “Cover Ninja Parties”).

10. Indemnification.

10.1 If we are sued by another party as a result of something you’ve done, you’ll cover the costs. You agree to indemnify, defend, and hold harmless the Cover Ninja Parties from and against any and all third party claims alleged or asserted against any of them, and all related charges, damages and expenses (including, but not limited to, reasonable solicitors’ fees and costs) arising from or relating to: (a) any actual or alleged breach by you, an Affiliate or End User of any provisions of this Agreement; (b) any access to or use of the Services by you, an Affiliate or End User; (c) any actual or alleged violation by you, an Affiliate or End User of the intellectual property, privacy or other rights of a third party; and (d) any dispute between you and another party regarding ownership of or access to Your Data.

11. Limitations and Exclusions of Liability.

11.1 These are the limits of legal liability we may have to you. Cover Ninja expressly disclaims any and all liability and will not be responsible for any damaged or loss caused, or alleged to be caused, by the transmission of cardholder data prior to its encryption and receipt by server(s) owned or controlled by Cover Ninja. The excluded damages will include, without limitation, damages resulting from fraud, embezzlement, theft, identity theft, or invasion of privacy.

To the maximum extent permitted by law, in no event will the Cover Ninja Parties’ aggregate liability, collectively, for all claims arising out of or related to this Agreement, whether in contract, tort or otherwise, exceed the subscription fees actually paid by you during the twelve (12) month period immediately preceding the date of the incident or £100.00 (GBP), whichever is greater. All limitations of liability of any kind (including in this section and elsewhere in this Agreement) apply with respect to both Cover Ninja and the Cover Ninja Parties.

In no event will any Cover Ninja Parties have any liability for any indirect, special, incidental, consequential or punitive damages, however caused, or for any lost profits, loss of use, data or opportunities, cost of data reconstruction, cost or procurement of substitute goods or services, whether in contract, tort or otherwise, arising out of, or in any way connected with the Services or Third Party Offerings, including but not limited to the use or inability to use the Services, any interruption, inaccuracy, error or omission, even if Cover Ninja, its licensors or subcontractors have been previously advised of the possibility of such loss or damages.

The foregoing exclusions or limitations may not apply to the extent prohibited by applicable law.

12. Miscellaneous.

12.1 Governing Law. This Agreement will be governed by and interpreted in accordance with UK law. In the unlikely event we end up in a legal dispute, you agree we will first attempt to resolve it through this informal process.

12.2 Mandatory Informal Dispute Resolution. If you have any dispute with Cover Ninja arising out of or relating to this Agreement, you agree to notify Cover Ninja in writing with a brief, written description of the dispute and your contact information, and Cover Ninja will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.

12.3 Arbitration Agreement. If we can’t resolve a dispute after following the process above, then we must resolve through arbitration and not in court. All disputes arising out of or related to this agreement or any aspect of the relationship between you and Cover Ninja, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, that are not resolved pursuant to section 14.2 above will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury, and Cover Ninja and you each hereby waive the right to trial by a jury. you agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action. The applicable governing law will be as set forth in Section 14.1 (provided that with respect to arbitrarily issues, federal arbitration law will govern). The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

12.4 Entire Agreement. This Agreement, together with any Order Forms and any terms and policies that are incorporated into this Agreement by reference (including by reference to a URL), constitute the entire agreement and supersede any prior agreements between you and Cover Ninja with respect to the subject matter hereof. In the event of a conflict between an Order Form and this Agreement, the Order Form will control. This Agreement supersedes and replaces all prior and contemporaneous agreements, proposals or representations, written or oral, between Cover Ninja, on the one hand, and you or any Affiliate, on the other hand.

12.5 Waiver and Severability. No waiver of any provision of this Agreement by Cover Ninja will be effective unless in writing and signed by Cover Ninja. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

12.6 Assignment. You may not assign, delegate or transfer this Agreement in whole or in part, without Cover Ninja’s prior written consent. Cover Ninja may assign, transfer or sublicense any or all of Cover Ninja’s rights or obligations under this Agreement without restriction.

12.7 Notices. This explains how we can send each other notices in connection with this Agreement. Any notices provided by Cover Ninja under this Agreement may be delivered to you within the Services or to the email address(es) we have on file for your account. You hereby consent to receive notice from Cover Ninja through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to Cover Ninja under this Agreement must be delivered via first class registered to Cover Ninja Limited, 1 & 2 Ebenezer Cottages, Shortgate Lane, Laughton, BN8 6DE.

12.8 Force Majeure. We are not liable for things that are out of our control like natural disasters. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labour problems (other than those involving Cover Ninja’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

12.9 Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

12.10 Relationship of the Parties. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Cover Ninja.

13. Definitions

For the purposes of this Agreement, the following capitalised terms will have the meanings set forth for each of them below:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you, and that has been designated to receive Services under this Agreement. “Control” for purposes of this definition means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement, franchise agreement or other contractual arrangement. “Affiliate” also includes any of your business locations and any Franchisees that have been designated to receive Services under this Agreement.

“Aggregated Data” means anonymised or aggregated data derived by or through the operation of the Services that is created by or on behalf of Cover Ninja and that does not reveal any personally identifying information.

“API” means Cover Ninja’s application programming interface, as may be updated by Cover Ninja from time to time, and any subsequent application programming interfaces that are developed and made available by Cover Ninja to interact with or otherwise be used in connection with the Services.

“Apps” means any web and mobile applications through which Cover Ninja makes the Software Service available.

“Cardholder Data” means credit card numbers, expiration dates, billing addresses, and cardholder names as entered by End Users and you. Cardholder Data is a subset of End User Data.

“Confidential Information” means (a) any software utilised by Cover Ninja in the provision of the Services and its respective source code; (b) each Party’s business or technical information, including but not limited to the Documentation, information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (c) any special pricing or other non-standard terms agreed to by the Parties in an Order Form or other separate written document.

“Documentation” means Cover Ninja’s online user guides, documentation, and help and training materials, as may be updated by Cover Ninja from time to time, accessible at www.coverninja.co.uk, and any other materials provided by Cover Ninja as part of the Services.

“End User” means a business or individual that schedules or purchases products or services from you through the Services, that you market to, communicate with, or target through the Services, or that otherwise interacts with you through the Services, or that you authorise to use the Services in connection with your business.

“End User Data” means all data, information or other material about an End User that you, an Affiliate or End User provides or submits to the Services. End User Data may include Cardholder Data and such portions of Your Data that relates to specific End Users.

“Order Form” means a separate ordering document, invoice, online form, or other documentation that specifies the Services ordered or purchased hereunder, the applicable fees (or if the Services are free), and other terms as agreed to between the Parties. If an Order Form indicates that any Affiliates or Franchisees will be receiving Services hereunder, each of them will be bound by the terms of this Agreement as if they were an original party hereto.

“PCI DSS” means the requirements of the Payment Card Industry Data Security Standard, as detailed on https://www.pcisecuritystandards.org/, and as may be updated from time to time.

“Privacy Policy” means the Cover Ninja Privacy Policy accessible at http://coverninja.co.uk/privacy-policy/(or such other URL as specified by CoverNinja), as may be updated by Cover Ninja from time to time.

“Services” means the Software Services, the Website and the Apps.

“Software Service” is defined in the Introduction.

“Third Party Offerings” means any third party products, applications, websites, implementations or services, including loyalty programs, that the Services link to, or that interoperate with or are used in conjunction with the Services.

“Website” means www.coverninja.co.uk and any other websites through which Cover Ninja makes the Software Service available.

“Your Data” means any data, information or material provided or submitted or made available by you and Affiliates to the Services. Your Data may include End User Data and Cardholder Data (and your or their representative’s data), but excludes Aggregated Data.