COVERITY.IO

TERMS OF SERVICE

Effective Date: October 10, 2026
Last Updated: October 10, 2026

IMPORTANT NOTICE: THESE TERMS CONTAIN LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, PROVISIONS GOVERNING DISPUTES, AND OTHER TERMS AFFECTING LEGAL RIGHTS. PLEASE REVIEW THEM CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

1. PARTIES; ACCEPTANCE OF AGREEMENT

1.1. These Terms of Service (the “Agreement” or “Terms”) constitute a legally binding agreement between [Full Registered Legal Entity], doing business as Coverity.io (“Coverity,” “Company,” “we,” “us,” or “our”), and the individual or legal entity accepting these Terms (“Customer,” “User,” or “you”).

1.2. These Terms govern access to and use of all websites, portals, applications, software, interfaces, application programming interfaces, and services made available by Coverity, including without limitation Coverity Align, Maxwell, Coverity CRM, Coverity Connect, Coverity Edge, document management, electronic signatures, transaction coordination, notary scheduling and dispatch, and related services (collectively, the “Services”).

1.3. Acceptance occurs when an individual affirmatively accepts these Terms through an account registration, subscription, checkout, invitation, or other acceptance mechanism presented by Coverity. Mere viewing of a publicly accessible website shall not, by itself, constitute acceptance of contractual provisions requiring affirmative assent.

1.4. An individual accepting these Terms on behalf of a corporation, partnership, brokerage, law firm, or other organization represents and warrants that the individual possesses authority to bind that organization. If such authority is absent, the individual shall not accept these Terms on its behalf.

1.5. Certain Services may require additional terms, transaction-specific disclosures, or separate affirmative consent. Such requirements supplement these Terms and shall control to the extent of an express conflict concerning the specific service.

1.6. Coverity’s Privacy Policy, located at https://portal.coverity.io/privacy, describes the processing of Personal Information in connection with the Services.

2. DEFINITIONS

2.1. “Account” means a registered identity authorized to access the Services.

2.2. “Authorized User” means an individual permitted to access the Services on behalf of a Customer or in connection with an authorized transaction.

2.3. “Customer Data” means documents, records, messages, images, files, transaction information, personal information, and other materials submitted to, generated through, or stored within the Services by or on behalf of a Customer.

2.4. “Transaction” means a real estate, legal, commercial, notarial, document-signing, or other professional workflow managed through the Services.

2.5. “Connected Account” means an external account maintained with Google, Microsoft, or another provider and authorized for integration with the Services.

2.6. “Electronic Signature” means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign that record, as recognized by applicable law.

2.7. “Professional User” means a licensed, commissioned, credentialed, or otherwise professionally responsible person using the Services in connection with that person’s professional activities.

2.8. “Subscription” means a recurring contractual entitlement to use specified Services subject to applicable plan terms, limits, and charges.

3. NATURE AND SCOPE OF SERVICES

3.1. Coverity provides software, technical infrastructure, electronic workflow tools, communications functionality, and coordination services intended to assist individuals and organizations with business and professional activities.

3.2. The Services may include customer relationship management; task and transaction tracking; document collection, preparation, transmission, execution, and storage; appointment scheduling; external account integrations; artificial intelligence-assisted workflows; and the coordination of independent professional service providers.

3.3. Coverity may introduce, modify, suspend, or discontinue features in the ordinary course of product development, subject to applicable contractual commitments, advance notice obligations, and law.

3.4. Unless expressly stated in a separate written agreement, Coverity does not act as a law firm, real estate broker, escrow agent, title insurer, financial adviser, or fiduciary by virtue of providing the Services.

3.5. Coverity does not undertake responsibility for performing the legal or professional obligations of a Customer or Professional User merely because the Services provide automated assistance, reminders, document processing, or workflow management.

3.6. Certain features may be unavailable in particular jurisdictions, under particular subscription plans, or before completion of applicable technical or regulatory requirements.

4. ACCOUNT REGISTRATION AND SECURITY

4.1. Users shall provide information reasonably necessary to establish and maintain their Accounts and shall keep such information accurate and current.

4.2. Users are responsible for maintaining the confidentiality of their authentication credentials and for activity conducted through their Accounts, except to the extent attributable to Coverity’s breach of its own obligations or other circumstances for which responsibility may not lawfully be assigned to the User.

4.3. Users shall not share credentials in a manner that circumvents individual identity, authorization, audit, licensing, or subscription requirements.

4.4. Customer administrators are responsible for assigning appropriate personnel access and promptly removing access when an individual is no longer authorized to act for the Customer.

4.5. Coverity may impose authentication, verification, or security measures reasonably necessary to protect Accounts and Customer Data.

4.6. Suspected unauthorized activity shall be reported promptly through Coverity’s designated security or support channel.

5. LICENSE TO USE THE SERVICES

5.1. Subject to compliance with these Terms and payment of applicable fees, Coverity grants Customer a limited, nonexclusive, nontransferable, revocable right to access and use the Services for lawful internal business or personal purposes during the applicable service period.

5.2. This license does not transfer ownership of the Services, underlying software, proprietary workflows, algorithms, source code, trademarks, designs, or intellectual property.

5.3. Customer shall not reverse engineer, decompile, circumvent access controls, exploit security vulnerabilities, distribute unauthorized copies, sublicense the Services, or use the Services to develop a directly competing service through unauthorized extraction of proprietary technology, except where such restrictions are prohibited by law.

5.4. Customer shall not engage in automated scraping, excessive requests, unauthorized load testing, credential attacks, or activities reasonably likely to compromise service security or availability.

5.5. Coverity retains all rights not expressly granted.

6. CUSTOMER DATA AND INTELLECTUAL PROPERTY

6.1. As between Coverity and Customer, Customer retains its rights, title, and interest in Customer Data, subject to the rights of other lawful owners, authors, signatories, and transaction participants.

6.2. Customer grants Coverity a nonexclusive, worldwide license, for the duration and purposes necessary to provide the Services, to host, process, reproduce, transmit, display, transform, and otherwise use Customer Data as reasonably necessary to perform authorized operations, comply with law, maintain security, and fulfill the Agreement.

6.3. Customer represents that it possesses the rights, permissions, authorizations, and lawful basis necessary to submit Customer Data and direct Coverity to process or disclose it.

6.4. Customer shall not upload or transmit information where doing so would violate law, an enforceable confidentiality obligation, a court order, or the rights of another person.

6.5. Coverity shall not acquire ownership of Customer documents, executed contracts, or customer-maintained business records solely by processing them.

6.6. Suggestions, feedback, or feature recommendations voluntarily submitted to Coverity may be used to improve the Services, provided that such use does not grant Coverity permission to disclose confidential Customer Data or violate applicable privacy obligations.

7. COVERITY ALIGN — TRANSACTION COORDINATION

7.1. Coverity Align provides functionality intended to assist in organizing, monitoring, documenting, and coordinating transactions, including real estate transactions and associated professional workflows.

7.2. Align may provide deadline calculations, task assignments, document collection, communications, transaction status tracking, automated reminders, and workflow recommendations.

7.3. Align is a transaction coordination tool and is not a substitute for the professional supervision, licensing, judgment, or legal responsibilities of the persons involved in a transaction.

7.4. Licensed real estate brokers, salespersons, attorneys, escrow officers, and other regulated professionals remain responsible for activities requiring their respective licenses, commissions, authorizations, or professional qualifications.

7.5. Customer acknowledges that contractual deadlines, contingency periods, statutory disclosures, delivery requirements, and other obligations may depend upon facts, documents, events, local practices, and legal interpretations outside Coverity’s knowledge or control.

7.6. Any deadline, alert, calculation, or completion status generated by Align is provided as workflow assistance. Responsible parties shall independently verify material dates, contract terms, disclosure requirements, and legally significant obligations.

7.7. Coverity does not warrant that the presence or absence of a reminder, alert, exception, or workflow status establishes legal compliance or noncompliance.

7.8. Customer shall maintain appropriate supervisory procedures, including review of documents and automated outputs before reliance upon them in a transaction.

7.9. No action performed by Align shall be construed as the independent exercise of a regulated professional license by Coverity unless expressly authorized under applicable law and a separate agreement.

8. MAXWELL — ARTIFICIAL INTELLIGENCE AND AUTOMATED ASSISTANCE

8.1. Maxwell provides automated and artificial intelligence-assisted functionality intended to support users in navigating, organizing, understanding, and performing tasks within authorized Coverity workflows.

8.2. Maxwell may produce responses, suggested actions, summaries, extracted information, task recommendations, and other generated outputs based upon information available to the relevant user and connected service components.

8.3. Generated outputs may contain inaccuracies, omissions, outdated information, ambiguous interpretations, or other errors. Customer acknowledges that automated systems cannot guarantee the completeness or correctness of every output.

8.4. Maxwell is an assistive system. It is not an attorney, licensed real estate professional, notary public, escrow officer, financial adviser, or autonomous professional decision-maker.

8.5. Users remain responsible for reviewing material generated by Maxwell before relying upon it for contractual, legal, financial, professional, or otherwise consequential purposes.

8.6. Maxwell shall not independently confer professional authority, make legally reserved professional determinations, or replace approvals that applicable law or Customer policy requires a human to provide.

8.7. Where Maxwell offers an action that changes transaction information, communicates with third parties, or modifies documents, the execution of that action is governed by applicable user permissions, system controls, and any required confirmation procedures.

8.8. Customer shall not instruct Maxwell to perform unauthorized activities, circumvent access restrictions, impersonate individuals, misrepresent transaction information, or undertake actions prohibited by law.

8.9. Customer acknowledges that Maxwell functionality may evolve as models, software components, and supported workflows are updated.

8.10. Coverity’s processing of Personal Information through Maxwell is governed by the Privacy Policy and applicable third-party data-use restrictions.

9. ELECTRONIC SIGNATURE SERVICES

9.1. General Provisions

9.1.1. Coverity may provide electronic signature functionality allowing users to prepare documents, assign recipients, request signatures, execute electronic records, and maintain associated evidence.

9.1.2. Electronic signatures and records may have legal effect under the federal Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”), applicable state Uniform Electronic Transactions Acts, and other applicable laws.

9.1.3. The availability of an electronic signature service does not establish that a particular document, transaction, person, or method of execution satisfies every applicable legal requirement.

9.1.4. The parties to the underlying transaction remain responsible for determining whether electronic execution is legally permitted and appropriate.

9.2. Authority and Intent

9.2.1. A person applying an Electronic Signature represents that the person is the individual identified in connection with the signature, or is otherwise lawfully authorized to execute the document in the capacity represented.

9.2.2. No User shall sign on behalf of another person without lawful authority.

9.2.3. A signature shall not be attributed to another person without that person’s authorization or in the absence of applicable legal grounds for attribution.

9.2.4. Users shall not use the Services to forge signatures, impersonate signatories, fabricate evidence, or induce execution through fraud, coercion, or deception.

9.3. Consent to Electronic Transactions

9.3.1. Use of the electronic signature functionality does not eliminate applicable requirements for agreement to conduct transactions electronically.

9.3.2. Where required by law, Coverity or the party responsible for the transaction shall obtain the signatory’s separate affirmative consent to electronic records and signatures.

9.3.3. Consumer disclosures required by the E-SIGN Act, including information regarding paper records, withdrawal of consent, access requirements, and retention, shall be presented where applicable.

9.3.4. No person is deemed to have consented to every future electronic transaction solely by accepting these Terms.

9.4. Authentication and Signature Evidence

9.4.1. The Services may employ authentication, access records, timestamps, electronic consent records, transaction identifiers, and other technical mechanisms to support signature attribution and document integrity.

9.4.2. Such measures may provide evidence relevant to the execution of an electronic record but do not constitute an unconditional guarantee of identity, authority, enforceability, or absence of fraud.

9.4.3. Customers requiring enhanced authentication shall select and apply appropriate verification methods where available.

9.5. Document Integrity

9.5.1. Coverity may maintain document versions, hashes, completion records, and associated audit evidence to support the integrity and traceability of electronic transactions.

9.5.2. Customer is responsible for reviewing the document presented for signature, verifying its contents, and ensuring that required attachments, exhibits, notices, and disclosures are included.

9.5.3. Coverity does not undertake to review documents for legal sufficiency, regulatory compliance, contractual fairness, or suitability for the intended transaction.

9.6. Excluded Documents

9.6.1. Certain categories of documents may be excluded from electronic execution under applicable law or may require additional formalities.

9.6.2. The availability of a document in the Services does not constitute a representation that electronic execution is legally permissible in every jurisdiction.

9.6.3. Customer shall obtain appropriate professional advice where the legal suitability of electronic execution is uncertain.

9.7. Electronic Signature Records

9.7.1. Completed electronic records and associated evidence may be retained in accordance with applicable retention policies, legal obligations, and contractual arrangements.

9.7.2. Users are responsible for obtaining and preserving copies of completed documents where necessary for their own records.

9.7.3. Termination of an Account shall not invalidate an otherwise valid electronic signature, nor shall it necessarily result in immediate deletion of records subject to lawful retention requirements.

10. DOCUMENT MANAGEMENT, FORMS, AND CONTRACTS

10.1. The Services may permit users to upload, convert, complete, annotate, assemble, store, retrieve, and transmit documents, including forms and contracts.

10.2. Coverity provides technical document-processing functionality and does not warrant that an uploaded or generated document complies with the laws, contractual obligations, or professional standards applicable to a particular transaction.

10.3. Users shall verify that documents are complete, accurate, current, appropriately authorized, and suitable for their intended purposes.

10.4. Unless expressly stated otherwise in a separate agreement, templates, forms, or sample documents made available through the Services do not constitute legal advice.

10.5. Users are responsible for obtaining any rights or licenses required to upload, reproduce, distribute, or use third-party forms and copyrighted materials.

10.6. Where the Services modify a document, users remain responsible for reviewing the resulting document before distribution or execution.

10.7. Document modification history, provenance information, and audit records may be retained where supported to preserve traceability and transaction integrity.

10.8. Users shall not use document tools to fraudulently alter executed records, misrepresent authenticity, or conceal unauthorized modifications.

11. CUSTOMER RELATIONSHIP MANAGEMENT AND COMMUNICATIONS

11.1. The Services may permit Users to maintain contact records, coordinate business communications, send messages, and manage information concerning customers, leads, colleagues, and transaction participants.

11.2. Customer represents that it possesses the legal authority to collect, maintain, and use contact information submitted to the Services.

11.3. Customer is responsible for compliance with laws applicable to its communications, including, where relevant, laws governing commercial electronic mail, telephone solicitations, text messages, privacy, and consent.

11.4. Customer shall not use Coverity to transmit unlawful, deceptive, fraudulent, harassing, or unsolicited communications in violation of applicable law.

11.5. Coverity may impose reasonable rate limits, usage restrictions, abuse-prevention measures, or temporary suspensions necessary to protect service availability, communication providers, recipients, and other users.

11.6. Coverity does not warrant that every communication will be received, read, delivered without delay, or accepted by external systems.

11.7. Customer remains responsible for maintaining alternate communication and escalation procedures where the timely delivery of a message is legally or operationally critical.

12. GOOGLE, MICROSOFT, AND CONNECTED ACCOUNTS

12.1. The Services may allow users to connect Google Workspace, Gmail, Google Calendar, Microsoft 365, Outlook, and other supported external accounts.

12.2. By authorizing a connection, the user permits Coverity to perform operations within the scope of the permissions granted, including sending authorized email communications through the user’s own mailbox and reading, creating, modifying, synchronizing, or deleting calendar entries where supported.

12.3. Users are responsible for ensuring that they are authorized to connect the relevant account and grant the requested permissions.

12.4. Organization-managed accounts may be subject to administrative approval, organizational policies, or restrictions imposed by the external provider.

12.5. The user acknowledges that authorized operations performed by Coverity may produce changes within the Connected Account, including transmitted email messages, updated calendar entries, invitations, and cancellation notices.

12.6. Coverity’s processing of information obtained through Connected Accounts is governed by the Privacy Policy, applicable authorization, and the relevant provider’s data-use restrictions.

12.7. Users may revoke permissions through the external provider’s authorization controls. Disconnection may interrupt or disable functionality dependent upon the connection.

12.8. Coverity shall not be liable for a provider’s independent suspension, outage, API limitation, authorization withdrawal, or change in service availability, except to the extent liability results from Coverity’s own breach of an applicable obligation.

13. NOTARY SCHEDULING AND PROFESSIONAL SERVICES

13.1. Coverity may provide functionality for requesting, coordinating, assigning, scheduling, and administering notarial and related professional services.

13.2. Unless expressly agreed otherwise, Coverity acts as a technology and coordination provider and does not itself perform the notarial act.

13.3. Notarial acts are performed by independently commissioned notaries acting under their own applicable legal authority and professional duties.

13.4. Each notary is responsible for complying with the laws governing the notarial act, including requirements concerning personal appearance, identity verification, journal entries, certificates, seals, permitted fees, and prohibited conduct.

13.5. Coverity does not guarantee that a requested notarization can lawfully be completed, that a document is eligible for notarization, or that a particular notary will accept an assignment.

13.6. Appointment availability, travel conditions, identification requirements, signer readiness, document completeness, and other factors may affect performance.

13.7. Users requesting notary services shall provide accurate appointment information and ensure that required signers, identification, and documents are available.

13.8. Any separate fees for travel, statutory notarization charges, additional documents, cancellations, or other services shall be disclosed through the applicable order process or service agreement.

13.9. Electronic signatures, electronic notarizations, and remote online notarizations are distinct services. No electronic signature transaction performed through Coverity shall be represented as a notarization unless the legally required notarial procedures have been completed by an authorized notary.

13.10. Remote online notarization shall be offered only where legally permitted and where all applicable provider, registration, procedural, and technology requirements have been satisfied.

14. PROFESSIONAL RESPONSIBILITY AND REGULATORY COMPLIANCE

14.1. Each Professional User remains independently responsible for maintaining required licenses, commissions, professional qualifications, supervision, and regulatory compliance.

14.2. Customer shall not use the Services to cause an unlicensed person or automated system to perform activities reserved by law to a licensed or regulated professional.

14.3. Where applicable law requires professional review, approval, supervision, personal appearance, disclosure, or independent judgment, Customer shall ensure that such requirements are satisfied.

14.4. Coverity’s provision of automated calculations, document workflows, suggested communications, or transaction statuses shall not transfer a Professional User’s legal or fiduciary duties to Coverity.

14.5. Nothing in these Terms shall be construed to authorize Coverity or its software to provide regulated professional services for which it lacks the required authorization.

15. SUBSCRIPTIONS, FEES, AND PAYMENT

15.1. Certain Services are available through paid subscriptions, prepaid credits, transactional fees, usage-based charges, or other commercial arrangements disclosed during purchase.

15.2. Applicable prices, billing intervals, included usage, overage charges, and other commercial terms shall be presented before purchase or incorporated through an applicable order or subscription agreement.

15.3. By purchasing a paid Service, Customer authorizes Coverity or its designated payment processor to collect the disclosed charges using the selected payment method.

15.4. Recurring subscriptions shall renew in accordance with the terms expressly disclosed at enrollment, unless canceled or otherwise terminated.

15.5. Coverity shall provide subscription cancellation procedures and recurring billing disclosures as required by applicable law.

15.6. Cancellation of a subscription shall ordinarily prevent future renewal charges but shall not eliminate charges properly incurred before the effective cancellation date.

15.7. Refund eligibility, unused credits, prepaid service balances, and transaction cancellations shall be governed by the applicable disclosed purchase terms and mandatory law.

15.8. Coverity may suspend paid functionality following nonpayment, subject to any applicable notice obligations and reasonable procedures for access to Customer Data.

15.9. Charges may be subject to applicable taxes, except taxes imposed upon Coverity’s net income.

15.10. Coverity may change prices prospectively upon notice as required by law or the applicable commercial agreement. Price changes shall not retroactively alter completed transactions.

16. SERVICE AVAILABILITY AND SUPPORT

16.1. Coverity shall use commercially reasonable efforts to operate and maintain the Services.

16.2. The Services may experience scheduled maintenance, unscheduled interruption, third-party outages, network failures, security restrictions, or temporary limitations.

16.3. Unless expressly provided in a separate service-level agreement, Coverity does not guarantee uninterrupted or error-free operation.

16.4. Coverity may deploy software updates, security patches, compatibility changes, and feature improvements as reasonably necessary.

16.5. Users shall maintain appropriate backups or exported copies of records where necessary for their independent legal and operational responsibilities.

16.6. Any specific service-level commitment, recovery objective, or support entitlement shall be governed by the applicable written subscription or commercial agreement.

17. ACCEPTABLE USE

17.1. Users shall access and use the Services only for lawful purposes and in compliance with these Terms.

17.2. Prohibited conduct includes unauthorized access; impersonation; identity fraud; forgery; unlawful surveillance; distribution of malicious software; misuse of personal information; unauthorized disclosure of confidential records; prohibited solicitation; interference with service operation; and circumvention of access, billing, or security controls.

17.3. Users shall not exploit system permissions, transaction invitations, document access links, or connected integrations to obtain information beyond their lawful authorization.

17.4. Coverity may investigate suspected violations and impose proportionate restrictions, including temporary suspension or termination, where reasonably necessary to prevent harm, maintain security, or comply with law.

17.5. Coverity may preserve relevant records or cooperate with lawful investigations as permitted or required by applicable law.

18. CONFIDENTIALITY AND PRIVACY

18.1. Coverity recognizes that Customer Data may contain confidential and sensitive business, personal, legal, or financial information.

18.2. Coverity shall process Personal Information in accordance with its Privacy Policy and applicable data protection requirements.

18.3. Customer is responsible for determining which persons should have access to Customer Data and for assigning permissions consistent with the Customer’s legal and professional obligations.

18.4. Each party receiving confidential information from the other in connection with the Services shall use reasonable measures to protect it and shall not disclose it except as authorized, necessary to perform the Agreement, or required by law.

18.5. Confidentiality obligations shall not apply to information that is lawfully public, independently developed without misuse, rightfully obtained without restriction, or required to be disclosed by valid legal process, subject to applicable notice requirements.

18.6. Any separately executed confidentiality or data processing agreement shall govern where it imposes more specific obligations concerning the relevant information.

19. SUSPENSION AND TERMINATION

19.1. Customer may terminate its Account or subscription through the applicable account procedures or other methods provided by Coverity.

19.2. Coverity may suspend or terminate access for material violation of these Terms, unlawful conduct, security threats, persistent nonpayment, or misuse reasonably likely to harm the Services or other persons.

19.3. Where reasonably practicable and consistent with security and legal obligations, Coverity shall provide notice and an opportunity to remedy a violation before permanent termination.

19.4. Upon termination, the license granted under these Terms shall cease, subject to provisions that by their nature survive.

19.5. Customer Data may remain subject to retention, export, deletion, and access procedures established in the applicable agreement, retention policy, and law.

19.6. Termination shall not extinguish accrued payment obligations, previously completed transactions, valid electronic signatures, legally required recordkeeping, or rights and obligations intended to survive termination.

20. WARRANTIES AND DISCLAIMERS

20.1. Each party represents that it has the authority necessary to enter into and perform its obligations under this Agreement.

20.2. Coverity shall perform its material contractual obligations with commercially reasonable care, subject to the express terms of this Agreement and applicable law.

20.3. EXCEPT AS EXPRESSLY PROVIDED IN AN APPLICABLE WRITTEN AGREEMENT OR REQUIRED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

20.4. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COVERITY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT WHERE SUCH WARRANTIES CANNOT LAWFULLY BE DISCLAIMED.

20.5. COVERITY DOES NOT WARRANT THAT AUTOMATED OUTPUTS, DOCUMENT ANALYSES, DEADLINE CALCULATIONS, TRANSACTION STATUS INDICATORS, OR PROFESSIONAL WORKFLOW RECOMMENDATIONS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR EVERY TRANSACTION.

20.6. NOTHING IN THIS SECTION EXCLUDES ANY WARRANTY OR REMEDY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

21. LIMITATION OF LIABILITY

21.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, ARISING FROM THIS AGREEMENT, EXCEPT TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY LAW OR OTHERWISE EXPRESSLY EXCLUDED BELOW.

21.2. SUBJECT TO SECTION 21.3, COVERITY’S AGGREGATE MONETARY LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE TO COVERITY FOR THE AFFECTED SERVICES DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100).

21.3. THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW, INCLUDING LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED. THEY SHALL NOT EXCUSE FRAUD, WILLFUL MISCONDUCT, OR OTHER CONDUCT FOR WHICH EXCLUSION IS UNENFORCEABLE UNDER APPLICABLE LAW.

21.4. ANY LIMITATION CONCERNING CONFIDENTIALITY BREACHES, DATA SECURITY INCIDENTS, INDEMNIFICATION, OR SEPARATELY NEGOTIATED ENTERPRISE COMMITMENTS SHALL BE GOVERNED BY AN APPLICABLE WRITTEN AGREEMENT WHERE SUCH AGREEMENT EXPRESSLY PROVIDES DIFFERENT TERMS.

21.5. THESE LIMITATIONS SHALL APPLY ONLY TO THE EXTENT PERMITTED BY THE LAW GOVERNING THE PARTICULAR CLAIM AND SHALL NOT RESTRICT NONWAIVABLE CONSUMER OR STATUTORY RIGHTS.

22. INDEMNIFICATION

22.1. To the extent permitted by law, a Customer acting in a business or professional capacity agrees to defend, indemnify, and hold harmless Coverity and its officers, employees, and authorized representatives against third-party claims, damages, liabilities, and reasonable costs arising from:

(a) Customer’s unlawful use of the Services;

(b) Customer’s material breach of these Terms;

(c) Customer’s unauthorized submission, processing, or disclosure of information;

(d) Alleged infringement resulting from Customer Data provided without the necessary rights or permissions; or

(e) Customer’s professional acts or omissions unrelated to a breach by Coverity.

22.2. This obligation shall not apply to the extent a claim results from Coverity’s own negligence, misconduct, material breach, or other conduct for which indemnification would be unlawful.

22.3. Coverity shall provide reasonably prompt notice of a claim and reasonable cooperation in its defense. No settlement imposing an admission or nonmonetary obligation on an indemnified party may be entered without that party’s consent, not to be unreasonably withheld.

23. GOVERNING LAW AND DISPUTES

23.1. Except where mandatory law provides otherwise, these Terms shall be governed by the laws of the State of California, without regard to its conflict-of-laws principles.

23.2. Before commencing formal litigation, the parties shall make a good-faith effort to resolve disputes through written notice and reasonable discussion, except where immediate relief is necessary to protect legal rights or comply with an applicable limitation period.

23.3. Subject to applicable consumer protections and mandatory jurisdictional rules, disputes not resolved informally may be brought before a court of competent jurisdiction in [Verified California County], California.

23.4. Nothing in these Terms prevents a party from seeking relief from a court or regulator where such right cannot lawfully be waived.

23.5. These Terms do not impose mandatory arbitration or a class-action waiver unless such provisions are separately adopted through a legally sufficient agreement.

24. GENERAL PROVISIONS

24.1. Entire Agreement. These Terms, together with the applicable order terms and incorporated agreements, constitute the agreement concerning the relevant Services and supersede prior inconsistent representations concerning those Services.

24.2. Order of Precedence. Where a separately executed written agreement expressly conflicts with these Terms, the separately executed agreement shall control with respect to the subject matter of that conflict. Mandatory law and provider-specific data-use restrictions shall remain applicable.

24.3. Severability. If any provision is determined unenforceable, that provision shall be limited or severed to the extent necessary, and the remainder shall continue in effect.

24.4. No Waiver. Failure to enforce a provision on one occasion shall not constitute a continuing waiver.

24.5. Assignment. Customer may not assign this Agreement without Coverity’s prior written consent, except where applicable law or a separate written agreement permits otherwise. Coverity may assign this Agreement in connection with a lawful corporate reorganization or transfer of its business, subject to applicable legal and contractual restrictions.

24.6. Independent Parties. Nothing in these Terms creates an employment, partnership, joint venture, fiduciary, or agency relationship between the parties solely through use of the Services.

24.7. Force Majeure. Neither party shall be responsible for delay caused by events beyond its reasonable control, other than payment obligations already due, provided that the affected party uses reasonable efforts to mitigate the event’s effects.

24.8. Notices. Notices may be provided electronically where permitted by law and the applicable agreement. Legally required notices shall be delivered using a method sufficient under applicable law.

24.9. Amendments. Coverity may amend these Terms prospectively. Material changes affecting existing Customers shall be communicated in accordance with applicable law and contractual notice requirements. Where affirmative acceptance is legally required, the amended terms shall not take effect against the affected party without the required acceptance.

24.10. Survival. Provisions governing accrued payments, intellectual property, confidentiality, retained records, disclaimers, limitations of liability, indemnification, disputes, and other provisions that by their nature should survive shall remain effective following termination to the extent legally enforceable.

25. CONTACT INFORMATION

Legal notices, contractual inquiries, and questions regarding these Terms may be directed to:

Legal Entity: Coverity Solutions Inc
Doing Business As: Coverity.io
Website: https://coverity.io
Customer Portal: https://portal.coverity.io
Legal Contact: califrangis@braindonors.net
Mailing Address: 2604 Sandstone Ct, Palmdale, CA 93551

END OF TERMS OF SERVICE