Terms of Use | GoldRush

Last updated: September 1, 2024

This Terms of Use (the "TOU") is entered into between you ("you" or "your") and Silota Research and Development Inc., dba Covalent Research and Development and any affiliates or subsidiaries, including Covalent Network Corporation (collectively, "Covalent", "we", "our" or "us"), and applies to all websites, including covalenthq.com and gov.covalenthq.com, (the "Website"), and products and services, including free products and services, operated by Covalent (collectively, the "Service").

BY CLICKING "I AGREE" OR SIMILAR CONFIRMATION OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THE TOU.

IF YOU ARE AGREEING TO THIS TOU ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THE ORGANIZATION AND ARE AGREEING ON BEHALF OF THAT ORGANIZATION. WHERE YOU ARE AGREEING ON BEHALF OF AN ORGANIZATION, "YOU" OR "YOUR" REFERS TO THAT ORGANIZATION.

1. Additional Terms

The Service operated by Covalent may be subject to Additional Terms. If there is any conflict between the TOU and the Additional Terms, the Additional Terms shall apply with respect to your use of the Service.

2. Updates

Covalent reserves the right to modify the TOU and Additional Terms at any time (each, an "Update") and shall make each Update available on the Website. You are deemed to accept any Update by continuing to use the Service. Unless Covalent states otherwise, an Update is effective immediately upon posting on the Website. It is your responsibility to check these Terms of Use periodically for changes.

3. Access to the Service

3.1 Age of Access. You must be at least the age of majority in your jurisdiction in order to use the Service.

3.2 Access to the Service. You acknowledge and agree that your access and use of the Service depends upon access to telecommunications and Internet services. You will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Service, including, without limitation, all costs, fees, expenses, and taxes of any kind related to the foregoing. Covalent will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications or Internet services or any such hardware or software.

3.3 Access to the Service and Third-Party Accounts. Access to the Service, including purchasing a product or staking Covalent X Token ("CXT") via the Service, may require registering an account with a third-party service, or may require connecting a digital wallet ("Wallet"). You shall manage and ensure the security, confidentiality, and authorized use of the connected Wallet. Covalent strongly recommends that you keep your Wallet information confidential.

4. Subscription, License and Use of the Service

4.1 Subscription. Covalent grants you a limited, revocable, non-exclusive, non-transferable subscription to access the Service and to use features associated with the Service as restricted by this TOU. You acknowledge and agree that we may modify, suspend or remove sections or features of the Website or any part of the Service at any time, acting in our sole and absolute discretion.

4.2 License. If accessing the Service, Covalent grants you a non-exclusive, non-sublicensable, non-transferable, revocable, limited license to access and use the Service if used from Covalent directly or from an authorized third party, as restricted by this TOU. You agree that no title or ownership interest in the Service is transferred or assigned to you and that this TOU is not a sale of any right to the Service.

4.3 Authorized Use. When using the Service, you may not:

Gain or attempt to gain unauthorized access to the Service, the computer systems, Wallets, protocols, or networks connected to the Service;
Alter, change or circumvent security-related aspects of the Service;
Use any automated system (robot, spider, etc.) or any similar or equivalent manual process to access, acquire, copy or monitor any portion of the Service;
Reproduce, rearrange, modify, change, alter, decompile, reverse engineer, translate, create derivative works from, display, perform, publish, or distribute the Service;
Break, disrupt or attempt to break or interfere with any device used to support the Service or other's experience of the Service or knowingly exploit a flaw or bug in the Service;
Store, upload, or transmit material that is infringing, libelous, unlawful or in violation of any person's rights;
Use the Service to provide information or data to a competitor of Covalent;
Use the Service to make an abusive amount of calls to retrieve data from the Service;
Harass, abuse, stalk, threaten, attempt to impersonate or impersonate Covalent or any person;
Sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by Covalent;
Promote, encourage or undertake illegal activities;
Infringe or violate third-party rights.

4.4 Suspension and Termination. Covalent may suspend or terminate access to the Service, without notice or compensation to you, at any time for any reason (or for no reason), including but not limited to technical issues, your non-compliance with the TOU or your failure to adhere to the terms of an agreement with Covalent.

5. Proprietary Rights

5.1 Ownership and Rights. Covalent retains all rights, titles and interests in the Service, including but not limited to copyrights, copyrightable works, patents, patent rights, trademarks, trade names, and trade secrets, and in modifications to the Service and/or interactions and analytics data provided by you through the Service (collectively, "Covalent Content"). The TOU does not convey any right, title or interest in, or constitute the sale of any right to, Covalent Content, the Service or any related software, except as expressly provided in this TOU.

5.2 User Content. Through the Service, you may provide Covalent with questions, responses, comments, customer feedback, recommendations, advice, ideas, submissions, forum posts, or other information ("User Content"). By providing User Content, you grant Covalent an irrevocable, fully paid, royalty-free, non-exclusive, perpetual, worldwide license to use, modify, distribute, and otherwise exploit User Content for all purposes.

5.3 Links to other Websites. Our Service may contain links to third-party websites. These links are provided solely as a convenience to you. Covalent has no control over the legal documents and privacy practices of third-party websites; as such, you access any such third-party websites at your own risk.

6. Disclaimer and Limitation of Liability

6.1 DISCLAIMER. THE SERVICE IS PROVIDED TO YOU "AS IS" AND COVALENT AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, ITS "REPRESENTATIVES") DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR COMPLIANCE WITH LAWS WITHIN YOUR JURISDICTION.

6.2 LIMITATION OF LIABILITY. COVALENT AND ITS REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES.

6.3 MAXIMUM AGGREGATE LIABILITY. IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, YOU AGREE THAT COVALENT'S MAXIMUM AGGREGATE LIABILITY WILL BE THE TOTAL AMOUNT PAID BY YOU TO COVALENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION OR $100 US DOLLARS, WHICHEVER IS HIGHER.

6.4 Indemnity. You shall defend and indemnify Covalent and its Representatives against any claim, demand, suit or proceeding made or brought against Covalent and its Representatives in connection with your use of the Service.

7. General Provisions

7.1 Governing Law. This TOU shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

7.2 Contact. If you have any questions about this TOU, please contact us at [email protected].