Terms and Conditions of Use

We at Covetly / PHAROS EXCHANGE welcome you to our website and mobile app. We provide the content and services available on this website to you subject to the following terms and conditions of use (the "Terms"). By accessing or using any portion of this website or any service or content on the website, you are acknowledging that you have read, understand, and accept these Terms and agree, without limitation or qualification, to be bound by these Terms. If you do not agree to be bound by these Terms, please do not use this website.

1. Changes to these Terms.

We reserve the right, in our sole discretion, to change, add or remove portions of these Terms at any time and for any reason. If we change these Terms, we will post the revised document here, and such changes will be effective immediately upon that posting. Accordingly, you should periodically review these Terms when accessing or using the website. Each use of this website constitutes your agreement to be bound by and comply with the then-current Terms. If at any time you no longer agree to be bound by or comply with these Terms, then you should stop accessing and using the website.

2. Privacy.

Please review our Privacy Policy here so that you may understand how we collect, use, share and protect personal information gathered through the website. By using the website, you also agree to the terms of Our Privacy Policy.

3. User Account.

In order to utilize the services provided through the website (the “Services”), you must establish an authorized user account. By establishing a user account, you represent and warrant that you are at least 13 years of age. You are responsible for maintaining the confidentiality of your account credentials (including password), and you agree that you are fully responsible for all usage and activities that occur under your account, including but not limited to use by any third party you authorize to use your account. You agree to notify us immediately if you know of or suspect any unauthorized use of your account or any other breach of security, or loss, theft or unauthorized disclosure of your password.

4. Ownership and Intellectual Property.

This website, and all content available on the website, including, but not limited to, text, graphics, logos, button icons, images, audio clips, video clips, data compilations, code and software, and any combinations or compilation thereof (collectively, the "Content"), is owned by Covetly / PHAROS EXCHANGE or our partners or licensors, and is protected by applicable copyright and/or other intellectual property rights and laws of the United States and other countries.

In addition, any trademarks, logos, and service marks displayed on the website (collectively, the "Trademarks") are the registered and unregistered marks of Covetly / PHAROS EXCHANGE or our affiliates, licensors or partners, and are protected by United States and international trademark laws. All other Trademarks not owned by Covetly / PHAROS EXCHANGE or our affiliates, partners or licensors that appear on the website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

Except as expressly permitted in Sections 5, 6 or 7 below, or as required under applicable law, neither the Content, the Trademarks, nor any other portion of this website may be used, reproduced, downloaded or stored (except for caching or as necessary to view content), duplicated, copied, distributed, transmitted, performed, published, licensed, sold, resold, accessed, modified, used to create derivative works or otherwise exploited, in full or in part, for any purpose without our prior written consent. No act of downloading or otherwise copying from this website, even with our permission, will transfer title to any Content or Trademarks to you. We hereby expressly reserves all rights not expressly granted in and to the website, its Content and Trademarks.

5. Your Use of the Website.

Subject these Terms, we grant you a limited, revocable, and non-exclusive right to access and use this website and the Content for your personal, non-commercial use. However, We do not give you the right to, and you may not:

(1) make any use of the website or its Content for any commercial use, including resale, recirculation or redistribution, or use or allow the use of the website or its Content by or for the benefit of, any other person or entity, except with our express prior written permission or, if you receive access to the website from your employer, as is reasonable within the scope of your employment;
(2) use any meta tags or any other "hidden text" utilizing our name or the Trademarks without our prior written consent;
(3) use software robots, spiders, crawlers, or similar data gathering and extraction tools, whether automated or manual, to access, acquire, copy or monitor any portion of the website or any Content without our prior written consent; or
(4) knowingly or intentionally take any other action that may impose an unreasonable burden or load on our Website, its servers or infrastructure.

Any unauthorized use by you of this website or the Content will terminate your limited rights to use the website and the Content without prejudice to any other remedy we may have under applicable law.

6. Submitting Materials to the Website.

Certain features of the website allow you to provide or upload photos, videos, comments, ratings or other material to or through the website (collectively “Submissions”). Any Submissions that you provide or upload to or through the website will be considered non-proprietary and non-confidential. Subject to the terms of our Privacy Policy, by posting, uploading or otherwise providing any Submission, you hereby grant to Covetly / PHAROS EXCHANGE a non-exclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicenseable right to use that Submission in any form, media, or technology, whether now known or later developed, and for any purpose including, without limitation, developing, distributing and promoting Covetly / PHAROS EXCHANGE and our products and services. You represent and warrant to Covetly / PHAROS EXCHANGE that you own or otherwise have the rights necessary to post, upload or otherwise provide all Submissions to the website.

While we encourage you to state what is on your mind, you may not post, upload, transmit or otherwise make available any content through the website that:

(1) is promotional in nature, including solicitations, junk mail, spam, chain letters, pyramid schemes or the like;
(2) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy (including by sharing their private or personal information), hateful, or racially, ethnically or otherwise objectionable;
(3) falsely identifies yourself or your e-mail address, impersonates any other person or entity, or otherwise misleads Covetly or other website users as to the origin of any Submission;
(4) violates or infringes the copyright, trademark, or other intellectual property rights of any third party, or is provided or posted without the permission of the owner(s) of such rights;
(5) contains software viruses or other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
(6) is otherwise deemed by Covetly in our sole discretion to be inappropriate for the website.

You are solely responsible for the Submissions that you provide to Covetly / PHAROS EXCHANGE, including the content of any comments or information posted by you or otherwise through your account, or for the content of any information accessible through any links to third party sites contained within your Submission.

Covetly / PHAROS EXCHANGE has the right, but not the obligation, to monitor Submissions posted to the website to determine compliance with these Terms and to satisfy any law, regulation or authorized government request, and may edit or remove any Submission provided to or posted on the website for any reason. Notwithstanding the foregoing, any monitoring or review of Submissions that we may conduct does not mean that we necessarily endorse, support, sanction, encourage, or agree with the comments, opinions or statements that contained in any Submission, and Covetly / PHAROS EXCHANGE does not verify that those comments posted are truthful, accurate or reliable.

7. Third Party Links.

For your convenience, we may provide on this website links to websites of other persons or entities. We are not responsible for the content of any third-party websites to which this website links or is linked to, including any social network websites such as Twitter or Facebook that we may use to promote Covetly / PHAROS EXCHANGE and our activities. Links appearing on this website are for convenience only and are not an endorsement by us, or our affiliates or partners, of the referenced content, product, service, or supplier. Your linking to any third-party websites is at your own risk. We are in no way responsible for examining or evaluating, and do not warrant the offerings of, third-party websites linked to or from this website, nor do we assume any responsibility or liability for the actions, content, products, or services of such websites, including, without limitation, their privacy statements and terms and conditions. You should carefully review the terms and conditions and privacy policies of all third-party websites that you visit.

8. Accuracy of Information.

We attempt to be as accurate as possible on the Website; however, to the full extent permitted by applicable law, we make no representations or warranties that the website, the Content, or information available on the website is accurate, complete, reliable, current, or error-free, and we expressly disclaim any and all liability for errors or omissions in the website, the Content or other such information. Any Content or information on the website is subject to change without notice.

9. Representations and Warranties.

YOU AGREE THAT YOUR USE OF THE WEBSITE AND THE SERVICES IS AT YOUR SOLE RISK AND YOU ACKNOWLEDGE THAT THE SERVICES, WEBSITE AND ALL CONTENT THEREIN ARE PRESENTED "AS IS" AND “AS AVAILABLE.” TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS, THE WEBSITE, THE SERVICES, OR THE CONTENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, AVAILABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability.

YOU AGREE THAT COVETLY, AND OUR AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, MEMBERS, OWNERS, AGENTS AND EMPLOYEES (THE “THE COVETLY PARTIES”) WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (A) LOSS OR DAMAGE OF ANY SORT DUE TO YOUR USE OF THE SERVICES; (B) INTERRUPTION OF BUSINESS; (C) ACCESS DELAYS OR INTERRUPTIONS TO THE WEBSITE; (D) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (E) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT THE PRESENCE OF OR HYPERLINKING TO OR FROM THIRD-PARTY LINKS ON THE WEBSITE; (F) COMPUTER VIRUSES, TROJAN HORSES, WORMS OR OTHER HARMFUL COMPONENTS, SYSTEM FAILURE OR MALFUNCTION WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE WEBSITE, INCLUDING DURING HYPERLINKING TO OR FROM THIRD-PARTY WEBSITES; (G) INJURY OR DAMAGES ARISING OUT OF YOUR USE OF THE WEBSITE OR THE SERVICES; OR (H) EVENTS BEYOND OUR REASONABLE CONTROL. FURTHER THE COVETLY PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE SERVICES, THE WEBSITE OR THE CONTENT THEREIN REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF COVETLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OR DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE CLINIC PARTIES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW. IN NO EVENT SHALL THE COVETLY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED $50.00 USD.

11. Indemnification.

You agree, at your own expense, to defend, indemnify and hold the Covetly / PHAROS EXCHANGE Parties harmless for any loss, damages or costs incurred by the Covetly / PHAROS EXCHANGE Parties, including reasonable attorneys' fees, resulting from any third party claim, action, or demand arising out of or relating to your use of the Services, this website or the Content. You may not in any event settle any such third party claim, action or demand without our written consent. Covetly / PHAROS EXCHANGE reserves the right to, in its sole discretion and at its own expense, participate in or assume the exclusive defense and control of any such third party claim, action, or demand otherwise subject to indemnification by you.

12. Governing Law and Venue. These Terms are governed by the laws of the State of New York, without regard to any conflict of law principles thereof that might lead to the application of the laws of another jurisdiction. You hereby irrevocably consent to the exclusive personal jurisdiction of, and venue in, the state and federal courts located in New York County, New York, with respect to any disputes arising out of or relating to your use of this website, and you hereby irrevocably waive all defense of lack of personal jurisdiction and forum non-conveniens.

13. Termination.

We have the right to restrict, suspend or terminate your access to this website and the Services if, in our sole discretion, you fail to comply with any provision of these Terms. We may also discontinue or change this website or any of the Services, or its or their availability to you, at any time and for any reason, and without prior notice or liability.

14. General.

These Terms, together with the Privacy Policy, constitute the complete and exclusive agreement between you and Covetly / PHAROS EXCHANGE concerning your use of this website and the Services, and supersede and govern all prior proposals, agreements or other communications. Nothing contained in these Terms shall be construed as creating any agency, partnership, or other form of joint enterprise between Covetly / PHAROS EXCHANGE and you. Our failure to enforce or exercise any provision or right hereof shall not constitute a waiver of such provision or right, nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of that provision at any other time. In the event that any provision of these Terms shall be declared unenforceable or invalid under any applicable law by a court of competent jurisdiction, such provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in force and effect. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.

These Terms were last updated: May 2018.