You acknowledge that your access to and use of Queue Management (as defined below) on behalf of Subscriber is governed by a Software Subscription Agreement ("SSA“) entered between a subscriber (”Subscriber“) and the applicable Cova entity (”Cova"). These Terms supplement the terms and conditions set forth in the SSA with respect to the Services (as defined in the SSA) and is incorporated into and subject to the SSA.
By accepting these Terms, you represent and warrant that you are a duly authorized representative of Subscriber with full capacity to execute these Terms and to bind Subscriber. All capitalized terms not defined in these Terms shall have the meanings ascribed to them in the SSA.
Cova will provide Subscriber with the services identified below (referred to as "Queue Management"):
The Monthly Fee per Location per month is specified in the attached Schedule A. Subscriber will initially subscribe to the Small Package (the "Selected Package"), but may change their Selected Package by providing Cova with at least 10 days notice which will be effective on the first of the following month.
The Monthly Fee will begin to accrue on January 1, 2021 ("Billing Start Date"). Based on the number of visitors, Subscriber may accrue additional monthly "Overage Charges" as specified in Schedule A (together with the Monthly Fee, the "Queue Management Fees").
Cova will provide Queue Management initially to 12 of Subscriber’s Locations. Subscriber may add additional Locations during the Term by providing Cova with at least 10 days notice. The Queue Management Fee of any such Location is deemed to accrue as of the first day of the month the Location was added and will not be prorated.
Notwithstanding any longer retention period in the SSA, Queue Management does not retain personally identifiable information of End-Users for longer than 60 days.
All Queue Management Fees are due in advance on the first day of each month, based on the number of Locations from the previous month. Queue Management Fees are due within 30 days of the date they are invoiced to Subscriber (unless Subscriber has executed an ACH Authorization Agreement, in which case Queue Management Fees are due as of the date of the invoice).
Subscriber acknowledges and agrees that Queue Management provides functionality that enables Subscriber to interact with its End-Users via a text messaging application for the purposes of virtual queue management at its physical Locations. Each interaction between Subscriber and an End-User is strictly between Subscriber and the End-User. As such, Subscriber will ensure that:
Subscriber acknowledges that Cova collects, processes and discloses End-User information at the direction of Subscriber and is therefore acting as a data “processor” for Subscriber. Subscriber may be given technical and policy-implemented limitations to Queue Management at a later date. Cova reserves the right to reasonably charge other overage fees or to suspend access or use of Queue Management if Subscriber violates or circumvents any such limitations.
Any Subscriber Material provided by Subscriber in respect of Queue Management is and will remain the exclusive property of Subscriber and Subscriber is solely responsible for reviewing, managing and updating Subscriber Material. Subscriber may post a privacy policy, terms of use and/or refund policy developed by Subscriber for users of Queue Management. The posting of any such Subscriber supplied policies and all other aspects of Queue Management are provided by Cova at the direction of Subscriber. Accordingly, Subscriber’s offering of Queue Management to users is entirely at Subscriber’s risk, including responsibility for compliance with applicable laws (including accessibility regulations).
These Terms will become effective on the date they are accepted by both Parties and will continue until 6 months after the Billing Start Date (the "Initial Term"). These Terms will automatically renew for 6-month terms (each a "Renewal Term", and together with the Initial Term, the "Term").
Either Party may terminate these Terms by providing at least 15 days written notice to the other Party. If Subscriber terminates these Terms prior to the end of the Initial Term or each Renewal Term, Subscriber’s Selected Package will automatically change to the Small Package and Subscriber will continue to accrue and be invoiced for the Queue Management Fee for the remaining months in that Initial Term or Renewal Term.
Subscriber acknowledges and agrees that Queue Management is intended to be used as a virtual queuing management system, it will only use Queue Management in this manner, it will only use personal information collected by or through Queue Management for these specific purposes (which may include contact tracing during a pandemic), and it will ensure that these specific purposes are provided for in Subscriber’s terms of use and privacy policy.
Subscriber acknowledges and agrees that Queue Management is intended to be used as a virtual queuing management system, it will only use Queue Management in this manner, it will only use personal information collected by or through Queue Management for these specific purposes (which may include contact tracing during a pandemic), and it will ensure that these specific purposes are provided for in Subscriber’s terms of use and privacy policy.
QUEUE MANAGEMENT IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. FURTHER, COVA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF QUEUE MANAGEMENT IN TERMS OF ITS CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.
Subscriber acknowledges and agrees that Cova shall not be responsible for (i) any damages or losses incurred by Subscriber or the End-Users (as defined in the SSA) in connection with Subscriber’s use or inability to use Queue Management, (ii) any customized material or information that Subscriber places on or through Queue Management, (iii) the accuracy of any data produced using Queue Management or (iv) the security of any data accessed, submitted, reported or transmitted using Queue Management.
Subscriber indemnifies and holds Cova harmless from any liability that may accrue to Cova in relation to Cova providing or Subscriber using Queue Management.
