These Terms of Service (the "Terms") constitute a legally binding agreement between Intellix Solutions LLC, a limited liability company organized under the laws of the State of Delaware, United States, with its registered office at 300 Creek View Road, Unit 209, Newark, DE 19711, United States ("Covely," "Company," "we," "us," or "our"), and the business entity accessing or using the Services ("Customer," "you," or "your").
By creating an account, executing an Order Form, clicking "I agree," or accessing or using the Services, you accept these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not have such authority, or if you do not agree to these Terms, you may not use the Services.
The Services are intended exclusively for business use. Covely does not offer the Services to consumers, and you represent that you are using the Services solely for purposes relating to your trade, business, craft, or profession.
1. Definitions
- "Services" means Covely's AI-powered creative production platform, accessible at covely.ai, including all sub-products, modules, features, tools, APIs, applications, and related professional or guided-implementation services provided by Covely.
- "Input" means any content, data, prompts, text, images, video, brand assets, or other materials that you (or your Authorized Users) submit to the Services.
- "Output" means images, videos, text, or other content generated by the Services in response to your Input.
- "Customer Content" means, collectively, Input and Output.
- "Authorized Users" means your employees, contractors, and agents whom you permit to access the Services under your account.
- "Order Form" means any ordering document, statement of work, online subscription flow, or pilot agreement executed or accepted by the parties that references these Terms.
- "Third-Party Models" means artificial intelligence models, APIs, or services provided by third parties and made available through, or used to power, the Services.
2. The Services
Provision. Subject to these Terms and payment of applicable fees, Covely will provide you with access to the Services during the applicable subscription term.
Modifications. The Services are continuously evolving. Covely may modify, add, or remove features and functionality, including the set of Third-Party Models available, provided that no such change will materially reduce the core functionality of the Services purchased under an active Order Form.
Beta Features. Covely may make available features identified as beta, preview, or experimental. Beta features are provided "as is," may be modified or discontinued at any time, and are excluded from any warranty or service commitments.
Professional Services. Where an Order Form includes guided implementation, training, creative consulting, or other professional services, such services will be governed by these Terms and the applicable Order Form.
3. Accounts and Authorized Users
3.1 You must provide accurate, complete, and current registration information and keep it updated.
3.2 You are responsible for: (a) maintaining the confidentiality of all login credentials; (b) all activities occurring under your account, including activities of your Authorized Users; and (c) ensuring your Authorized Users comply with these Terms. You will notify Covely promptly at legal@covely.ai of any unauthorized access or use.
3.3 Account access may not be shared with, sold to, or transferred to any third party outside your organization without Covely's prior written consent.
4. Subscriptions, Fees, and Payment
Fees. You will pay all fees specified in the applicable Order Form or on the pricing page at the time of purchase. Except as expressly stated in these Terms, all fees are non-cancelable and non-refundable.
Billing. Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected). Usage-based fees (e.g., generation credits exceeding plan allowances) are billed in arrears or deducted from prepaid credits, as applicable. You authorize Covely (and its payment processors) to charge your designated payment method for all amounts due.
Automatic Renewal. Unless otherwise stated in an Order Form, subscriptions renew automatically for successive periods equal to the initial term, at Covely's then-current rates, unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.
Late Payment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Covely may suspend access to the Services for accounts more than fifteen (15) days past due, after written notice.
Taxes. Fees are exclusive of all taxes, levies, and duties (including sales tax, VAT, GST, and withholding taxes). You are responsible for all such taxes, excluding taxes based on Covely's net income.
Credits. Generation credits, where applicable, expire as stated in the applicable plan and have no cash value.
5. License Grant and Restrictions
License. Covely grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the subscription term, solely for your internal business purposes and for the creation of commercial creative content in the ordinary course of your business, in accordance with these Terms and applicable documentation.
Restrictions. You will not, and will not permit any third party to:
- (a) copy, modify, translate, or create derivative works of the Services;
- (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, weights, or underlying algorithms of the Services, except to the extent such restriction is prohibited by applicable law;
- (c) rent, lease, sell, resell, sublicense, distribute, or otherwise make the Services available to third parties as a standalone offering, or operate the Services on a service-bureau or white-label basis without a separate written agreement;
- (d) circumvent usage limits, credit metering, or security or access controls;
- (e) use the Services to develop, train, or improve a competing product or AI model, or use automated means (scraping, crawling, bulk extraction) to harvest data from the Services;
- (f) remove or obscure proprietary notices; or
- (g) use the Services in violation of the Acceptable Use Policy in Section 8.
6. Customer Content; Ownership
Your Input. As between the parties, you retain all right, title, and interest in and to your Input. You grant Covely a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display, and modify Input solely as necessary to (a) provide, maintain, and secure the Services; (b) comply with applicable law; and (c) enforce these Terms.
Output. Subject to your compliance with these Terms and payment of all applicable fees, Covely assigns to you all of its right, title, and interest, if any, in and to the Output, and you may use Output for any lawful purpose, including commercial advertising. You are responsible for your use of Output, including ensuring such use complies with applicable law, advertising standards, and third-party rights.
Nature of AI Output — Acknowledgments. You acknowledge that:
No Training Without Consent. Covely will not use your Input or Output to train its own generalized AI models without your prior consent, except for de-identified, aggregated data used to operate, secure, benchmark, and improve the Services. For clarity, Third-Party Model providers process Input and Output as necessary to provide their services, in accordance with their applicable terms.
Your Warranties Regarding Input. You represent and warrant that: (a) you own or have all rights, licenses, and consents necessary to submit the Input and to grant the licenses in Section 6.1; (b) the Input (and Covely's processing of it as permitted herein) does not infringe, misappropriate, or violate any third-party intellectual-property, publicity, privacy, or other rights; and (c) where Input includes images or likenesses of identifiable individuals, you have obtained all required consents and releases.
- (a) due to the nature of generative AI, Output may not be unique, and the Services may generate identical or similar output for other customers;
- (b) Covely makes no representation regarding the availability or scope of intellectual-property protection (including copyright registrability) for Output in any jurisdiction, including under U.S. Copyright Office guidance on AI-generated works;
- (c) Output may contain inaccuracies, artifacts, or content that does not reflect real persons, facts, or events, and must be reviewed by you before publication or commercial use; and
- (d) Output is generated in part through Third-Party Models, and your use of certain features may be subject to additional pass-through terms identified in the documentation or Order Form.
7. Third-Party Models and Services
The Services interoperate with, and are partially powered by, Third-Party Models and third-party services. Covely does not control such third parties and is not responsible for their availability, performance, or output. To the extent a Third-Party Model provider requires usage terms to flow down to end customers, you agree to comply with such terms as identified in the documentation. Covely may substitute Third-Party Models of substantially equivalent capability at any time.
8. Acceptable Use Policy
You will not use the Services, nor submit Input or generate or use Output, to:
Covely may, but has no obligation to, monitor compliance and may remove content or suspend access in accordance with Section 13.2.
- (a) violate any applicable law or regulation, including advertising, consumer-protection, intellectual-property, privacy, and export-control laws;
- (b) create, upload, or disseminate content that is unlawful, defamatory, harassing, hateful, or that exploits or harms minors in any way (including any sexualized depiction of minors, which is strictly prohibited and will be reported to relevant authorities);
- (c) generate sexually explicit content, content depicting graphic violence, or content promoting self-harm, terrorism, or violent extremism;
- (d) create deceptive content, including deepfakes of real persons without their documented consent, content impersonating any person or entity, disinformation, or undisclosed synthetic media where disclosure is required by law;
- (e) infringe or misappropriate third-party rights, including by deliberately generating content replicating identifiable copyrighted works, trademarks, or the likeness of real individuals without authorization;
- (f) interfere with or disrupt the integrity or performance of the Services, probe or test vulnerabilities without written authorization, or introduce malicious code; or
- (g) misrepresent Output as human-created where such representation is unlawful or misleading.
9. Covely Intellectual Property; Feedback
9.1 Covely and its licensors retain all right, title, and interest in and to the Services, including all software, models (other than Third-Party Models), interfaces, designs, documentation, and all improvements thereto, and all intellectual-property rights therein. No rights are granted except as expressly set forth in these Terms.
9.2 If you provide suggestions, ideas, or feedback regarding the Services, Covely may use them without restriction or obligation to you.
9.3 Covely may identify Customer as a customer and use Customer's name and logo in customer lists and marketing materials, unless Customer opts out by written notice.
10. Confidentiality
Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer's Confidential Information includes Customer Content; Covely's Confidential Information includes the Services, pricing, and product roadmaps.
10.2 The receiving party will: (a) use the disclosing party's Confidential Information only to perform under these Terms; (b) protect it with at least reasonable care; and (c) not disclose it to third parties other than employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective. These obligations survive for three (3) years after termination (and, for trade secrets, for as long as they remain trade secrets).
10.3 Standard exclusions apply (information that is public, independently developed, rightfully received from a third party, or already known). Compelled disclosures are permitted with prompt notice to the disclosing party where legally allowed.
11. Data Protection and Security
11.1 Covely will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content.
11.2 Each party will comply with data-protection laws applicable to it. To the extent Covely processes personal data on your behalf that is subject to the EU/UK GDPR, the California Consumer Privacy Act, or similar laws, the parties' Data Processing Addendum, available at https://www.covely.ai/privacy-policy, is incorporated by reference into these Terms.
11.3 Covely's collection and use of personal data in connection with the Services is described in the Privacy Policy at https://www.covely.ai/privacy-policy.
12. Copyright Complaints (DMCA)
Covely respects intellectual-property rights and responds to notices of alleged infringement that comply with the U.S. Digital Millennium Copyright Act, 17 U.S.C. § 512. Notices should be sent to Covely's designated agent at dmca@covely.ai and must include the information required by 17 U.S.C. § 512(c)(3). Covely may remove allegedly infringing material and may terminate the accounts of repeat infringers.
13. Term, Suspension, and Termination
Term. These Terms commence on the earlier of your acceptance or first use of the Services and continue until all subscriptions and Order Forms have expired or been terminated.
Suspension. Covely may suspend access to the Services, in whole or in part, immediately and with notice where practicable, if: (a) Covely reasonably believes your use violates Section 5.2 or Section 8 or poses a security risk; (b) amounts are past due under Section 4.4; or (c) suspension is required by law or by a Third-Party Model provider. Covely will limit suspension in scope and duration to what is reasonably necessary.
Termination for Cause. Either party may terminate these Terms (and any affected Order Form) upon written notice if the other party materially breaches and fails to cure within thirty (30) days of notice, or immediately upon the other party's insolvency, assignment for the benefit of creditors, or bankruptcy.
Effect of Termination. Upon termination or expiration: (a) your right to access the Services ceases; (b) you remain liable for all fees accrued; (c) upon request made within thirty (30) days, Covely will make Customer Content then stored in the Services available for export in a standard format, after which Covely may delete it in accordance with its retention practices; and (d) Sections 4 (for accrued fees), 5.2, 6, 9, 10, 12, 13.4, 14, 15, 16, 17, and 18 survive.
14. Warranties; Disclaimer
Mutual. Each party represents that it is duly organized and has the authority to enter into these Terms.
DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES, OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, COVELY AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COVELY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUT WILL BE ACCURATE, RELIABLE, ORIGINAL, OR FIT FOR ANY PARTICULAR USE.
15. Indemnification
By Covely. Covely will defend Customer against any third-party claim alleging that the Services (excluding Customer Content and Third-Party Models), when used as authorized under these Terms, infringe a U.S. patent, copyright, or trademark, or misappropriate a trade secret, and will indemnify Customer for damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement. If the Services become, or in Covely's opinion are likely to become, the subject of such a claim, Covely may, at its option: (a) procure the right for Customer to continue using the Services; (b) modify or replace the Services so they are non-infringing; or (c) terminate the affected subscription and refund prepaid, unused fees. This Section states Covely's entire liability, and Customer's exclusive remedy, for infringement claims.
By Customer. Customer will defend Covely against any third-party claim arising out of or relating to: (a) Customer Content, including Input and Customer's use or publication of Output; (b) Customer's breach of Sections 6.5 or 8; or (c) Customer's products, services, or advertising, and will indemnify Covely for damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement.
Procedure. The indemnified party must give prompt written notice of the claim, grant sole control of the defense and settlement to the indemnifying party (provided no settlement imposes liability or admission on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.
16. Limitation of Liability
Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO COVELY UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
Exceptions. The limitations in this Section 16 do not apply to: (a) Customer's payment obligations; (b) a party's indemnification obligations under Section 15; (c) Customer's breach of Section 5.2 or Section 8; or (d) liability that cannot be limited under applicable law (including for fraud, gross negligence, or willful misconduct).
16.4 The parties acknowledge that the allocations of risk in Sections 14–16 are reflected in the fees and are an essential basis of the bargain.
17. Governing Law; Jurisdiction
17.1 These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
17.2 Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any action arising out of or relating to these Terms, and waives any objection based on venue or inconvenient forum. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL in any such action to the fullest extent permitted by law.
17.3 Nothing in this Section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
18. General Provisions
Export Compliance and Sanctions. You will comply with all applicable U.S. and international export-control and economic-sanctions laws, and you represent that you are not located in, organized under the laws of, or owned or controlled by persons in, any embargoed jurisdiction, and are not on any restricted-party list.
Anti-Corruption. Each party will comply with applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.
Assignment. Neither party may assign these Terms without the other party's prior written consent, except that either party may assign them in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to the other party. Any other purported assignment is void.
Force Majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, failures of Third-Party Models or providers, or internet or utility failures, provided the affected party uses reasonable efforts to mitigate.
Notices. Legal notices to Covely must be sent to Intellix Solutions LLC, 300 Creek View Road, Unit 209, Newark, DE 19711, USA, with a copy to legal@covely.ai, and are effective upon receipt. Covely may give notices to you via the email address associated with your account or through the Services.
Changes to These Terms. Covely may update these Terms by posting the revised version at covely.ai/terms-of-service and updating the "Last Updated" date. For material changes, Covely will provide at least thirty (30) days' notice via email or in-product notice. Changes apply upon renewal of your subscription or, for changes required by law or relating to new features, upon the effective date stated in the notice. Continued use of the Services after the effective date constitutes acceptance.
Relationship; No Third-Party Beneficiaries. The parties are independent contractors. These Terms create no partnership, agency, or joint venture, and confer no rights on any third party.
Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in effect. Failure to enforce a provision is not a waiver.
Entire Agreement; Order of Precedence. These Terms, together with any Order Forms, the DPA, and policies incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on that subject. In case of conflict, an executed Order Form prevails over these Terms to the extent of the conflict. Terms in Customer purchase orders or vendor forms are rejected and have no effect.
Language. These Terms are drafted in English, which will control over any translation provided for convenience.
Contact
Intellix Solutions LLC
300 Creek View Road, Unit 209
Newark, DE 19711 — USA
Tax ID (EIN): 98-1874974
Email: legal@covely.ai
Website: https://www.covely.ai