Covalinfra.com Terms and Conditions of Use (the “Site Terms”)
Updated: March 17, 2025
These Terms and Conditions of Use (the “Site Terms” or “Terms”) govern your (“Customer”, “you”, or “yours”) interactions with covalinfra.com and describe the basis by which Coval Infrastructure LLC and each of its subsidiaries and affiliates (collectively, “Coval”, “us”, “our”, or “we”) offer access to pages of each or their respective websites where this policy is posted (individually and collectively referred to as the “Site”). By accessing or using the Site you hereby accept and agree to comply with these Terms , and any other terms applicable to your use of our Services, including our Privacy Notice. You acknowledge your understanding that these Terms constitute a binding agreement between you and Coval that governs your access and use of the Site, which includes any images, text, illustrations, designs, icons, photographs, programs, music clips, downloads, systems and methods of trading, video clips, graphics, user interfaces, visual interfaces, information, data, tools, products, written materials, services and other content (together, “Content”), including but not limited to the design, structure, selection, coordination, expression and arrangement of the Content available on or through the Site.
PLEASE READ THESE SITE TERMS CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS IN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS STATED HEREIN, DO NOT USE THE SITE. IF YOU DO NOT AGREE TO THESE SITE TERMS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
YOUR COMPLIANCE WITH THESE SITE TERMS AND ALL OTHER RULES, PROCEDURES, POLICIES, AND ANY OTHER TERMS AND CONDITIONS THAT GOVERN ALL OR ANY PORTION OF THE SITE, INCLUDING OUR ONLINE PRIVACY NOTICE, IS A CONDITION TO YOUR RIGHT TO ACCESS THE SITE. YOUR BREACH OF ANY PROVISION OF THESE SITE TERMS OR OTHER RULES, PROCEDURES, POLICIES, OR OTHER TERMS AND CONDITIONS THAT GOVERN ALL OR ANY PORTION OF THE SITE WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SITE AND YOU WILL BE FULLY LIABLE FOR CONVERSION, MISAPPROPRIATION, TRESPASS TO CHATTELS AND ALL OTHER CLAIMS AND CAUSES, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY, ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE SITE AFTER SUCH BREACH.
IMPORTANT: THESE SITE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 18 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU AND Coval ARE EACH GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT OR IN CLASS ACTIONS OF ANY KIND. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.
Ownership of Materials on Site
The materials on the Site (including all content, information, Coval's domain name, the Coval logo, any marks appearing on the Site, service description, HTML, Content, codes, software, design forms and the selection, .and configurations, displays, screens appearing on or displayed in connection with the Site) (the "Materials") are provided by Coval as a service to its customers and may be used for informational purposes only. The Materials on this Site are copyrighted and/or are protected by trademark and other laws. Any unauthorized use of any Materials at this Site may violate copyright, trademark, and other laws. ‘Coval’ is a trademark of Coval. Anything transmitted to the Site by you becomes Coval’s property and may be used by us for any lawful purpose
To the maximum extent legally possible, you agree that you will not directly or indirectly copy, publish, reproduce, distribute, display or transfer any or all of the Materials, whether electronically, mechanically, or otherwise, in any form (including the copying of presentation style, content, or content organization) without the prior written permission from Coval; provided, however, that you may download one copy of the Materials found on the Site on a single computer for your internal use only unless specifically licensed to do otherwise by Coval. This is a license, not a transfer of title, and is subject to the following restrictions: you may not: (a) modify the Materials or use them for any commercial purpose, or any public display, performance, sale or rental; (b) remove any copyright or other proprietary notices from the Materials; (c) transfer the Materials to another person; (d) except as specifically provided above, copy, reproduce, modify, publish, upload, post, transmit, or distribute any of the Materials in any way, without Coval’s prior written permission; (e) modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any of the Materials not intended to be so read, including use of or directly viewing the underlying HTML or other code from the Site except as interpreted and displayed in a web browser; (f) collect or use any product listings or descriptions; (g) make derivative uses of the Site and any Materials; or (h) use any data mining, bots, spiders, automated tools or similar data gathering and extraction methods, directly or indirectly, on the Materials or to collect any information from the Site.
“Deep-linking,” “embedding” or using analogous technology is strictly prohibited unless specifically authorized in writing. You must retain all copyright and trademark notices, and any other proprietary notices, contained in the materials You agree that you will not frame or link to the Site without our express prior approval. Except as expressly provided herein, Coval and its suppliers do not grant any express or implied right to you under any intellectual property or information rights. Coval may terminate this license and your access to the Site at any time. Upon termination, you must immediately destroy the Materials. Unauthorized use of the Site may violate applicable law including, without limitation, copyright laws, trademark laws (including trade dress), and communications regulations and statutes. Coval reserves the right to have all violators prosecuted to the fullest extent of the law.
You acknowledge that a portion of the Materials constitutes content and substantive information, including articles, industry, or other information, data, text, graphics, messages, communications, photographs, images, illustrations, audio clips, video clips, or other Content. You understand that to the extent that Coval did not originate or create such Content, the Content provided is not the responsibility of Coval, but rather of the person from which such Content originated or which created the Content. ALL CONTENT, WHETHER ORIGINATING WITH OR CREATED BY Coval OR OTHERWISE, IS PROVIDED "AS IS" AND WITH ALL FAULTS AND Coval SHALL HAVE NO RESPONSIBILITY OR LIABILITY THEREOF. Without limiting the foregoing, Coval does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Services by any user, information provider, or any other person or entity. You acknowledge that any reliance upon any such opinion, advice, statement, or information shall be at your sole risk. Under no circumstances will Coval be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content. Certain Content is furnished by various third party publishers; neither Coval nor any such organizations or publishers will be liable for any delays, inaccuracies, errors, or omissions in any such Content, or in the transmission or delivery of all or any part thereof, or for any damages arising therefrom. Moreover, Coval or another third party may edit, alter, or summarize certain Content provided by others; Coval is not liable for the completeness of any Content provided to you, regardless of whether Coval has edited, altered, or summarized such Content.
You acknowledge that Coval and/or third-party content providers remain the owners of the Materials on this Site, and that you do not acquire any of those ownership rights by printing or downloading any of the information or making use of the Site. In addition, other trademarks appearing through the use of the Site and information specifically related to certain companies may also be subject to the rights of other parties. You agree to respect, and not in any way to violate, such third party rights. Coval’s trademarks may be used publicly only with permission from Coval. Fair use of Coval's trademarks in advertising and promotion of Coval services requires proper acknowledgement.
You may only use any of the Sites to browse the content, make inquiries to Coval, order Coval services, and not for any other purposes. The use of such materials on any other website or in any environment of networked computers is prohibited. You may share links from the Sites with others or post them on social media sites, however, you are prohibited from posting to or transmitting from any of the Sites any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.
You agree that you will not use any device, software or other instrumentality to interfere or attempt to interfere with the proper working of any of the Sites, and that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
Updates to the Site
Coval reserves the right to make changes to the Site and these Terms at any time without prior notice to you. Coval may make these changes any time by posting updates. You should visit this page from time to time to review the then current Site Terms because they are binding on you. Certain provisions of these Site Terms may be superseded by expressly designated legal notices or terms located on particular pages at this Site.
Age and Responsibility
You represent that you are of sufficient legal age to use any of the Sites and to create binding legal obligations for any liability you may incur because of the use of any of the Sites. You understand that you are financially responsible for all uses of any of the Sites.
Site Security
You may not violate or attempt to violate the security of the Site. Tampering with any portion of the Site, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Site, whether or not through the use of agents, are prohibited and constitute a breach of these Site Terms
You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) disabling, removing, defeating, or avoiding any security device or system; (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;” (e) sending unsolicited email, including promotions and/or advertising of services; (f) forging any TCP/IP packet header or any part of the header information in any email or posting; (g) using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents available on the Site and other than generally available third party web browsers; (h) reverse engineering, decompiling or disassembling the underlying software; (i) removing any notices, warnings, labels, annotations or instructions from any portion of the Site or any related material, including, without limitation, any patent, trademark, copyright, or other proprietary notices or license provisions; or (j) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Site.
Any violations of system or network security, including attempts to intentionally access a computer without authorization or exceed your authorized access level, may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). Coval may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users to the Site if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread, of a virus, security breach or system malfunction.
Changes, Misprints, Errors
Subject to applicable law, Coval: (a) reserves the right to change the services advertised or offered for sale on the Site, the prices or specifications of such services, and any other Materials at any time and from time to time without any notice or liability to you or any other business; (b) cannot guarantee that services advertised or offered for sale on the Site will be available when ordered or thereafter; (c) does not warrant that the Materials are accurate, complete, reliable, current or error-free; and (e) reserve the right to cancel, to terminate or not to process service orders (including accepted orders) where the price or other material information on the Site is inaccurate or when we recognize abuse of our policies. If Coval does not process an order for such reason, then we will advise you that the order has been cancelled and will either not charge you or will apply credit to the payment type used in the order. Some jurisdictions may not allow the exclusions and disclaimers of certain implied warranties, so some of the provisions of this section may not apply to you.
No Offers or Reliance
The information on this Site is provided for informational purposes only. No Content or other material on the Site shall be used or considered as an offer to sell or a solicitation of any offer to buy the securities or services of Coval or any other issuer. Offers can only be made where lawful under, and in compliance with, applicable law.
No Warranty; Limitation on Liability
BY USING THE SITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. THE SITE AND RELATED SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. NEITHER Coval NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY, “ASSOCIATES”) WARRANT THAT USE OF THE SITE OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER Coval NOR ITS ASSOCIATES WARRANT THE ACCURACY, INTEGRITY, COMPLETENESS, AVAILABILITY OR TIMELINESS OF THE CONTENT PROVIDED IN THE SITE OR THE MATERIALS OR SERVICES OFFERED IN THE SITE NOW OR IN THE FUTURE. Coval AND ITS ASSOCIATES SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE SITE, INFORMATION ON THE SITE OR THE RESULTS OBTAINED FROM USE OF THE SITE OR RELATED SERVICES.
UNDER NO CIRCUMSTANCES WILL Coval OR ITS ASSOCIATES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE, INTERNET FAILURE OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE SITE, CONTENT, INCONVENIENCE OR DELAY. THIS IS TRUE EVEN IF Coval HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
Any Content downloaded or otherwise obtained through the Site is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from the download of any such Content. The foregoing limitation of liability will apply in any action, whether in contract, tort or any other claim, even if an authorized representative of Coval has been advised of or should have knowledge of the possibility of such damages.
Third Party Content and Linked Sites
References on this Site to any names, marks, products or services of third parties, or hypertext links to third party sites or information or Content provided by third parties, are provided solely as a convenience to you and do not in any way constitute or imply our endorsement, sponsorship or recommendation of the third party, its information, materials or services. We are not responsible for the practices or policies of such third parties, nor the Content of any third party sites, and do not make any representations regarding third party materials or services, or the Content or accuracy of any material on such third party sites. If you decide to visit any such third party sites, you do so entirely at your own risk, and we encourage you to review the terms and conditions applicable to your use of such sites. While any of the Sites may contain “links” to other sites, we are not responsible for the content or the privacy practices employed by other sites. Coval reserves the right to terminate any link or linking program at any time.
Disclosure Regarding Coval Social Media Channels
The content on Coval’s social media channels, including Twitter, Instagram, LinkedIn, and Facebook is provided as information only. Coval does not warrant the accuracy, completeness or usefulness of the information available on its social media channels. Coval does not control and is not responsible for any third party content on such channels or on other third party sites that may be linked to by such channels. Such third party content or sites should not be presumed to reflect the view of Coval or our staff. Coval is not responsible for the ramifications of your use of such channels or such third party content or sites, or for any third party’s policies or practices regarding security, privacy, use or other matters.
Warning Regarding Web Fraud and Phishing
Our name, brands and reputation may be misused by imposters and frauds publishing fake web sites and engaging in “phishing” scams seeking personal or confidential information.
When communicating with Coval through digital media, please:
Confirm you are visiting the Coval authorized web site.
Do not send e-mails to anyone with an address other than authorized Coval e-mail addresses. Coval only uses “@Covalinfra.com” for e-mail addresses. Coval does not permit our employees and authorized representatives to send or receive work related e-mails from personal accounts or any other address.
If you have any questions about the above, please contact Coval using our Contact Us page.
Termination of Use
These Site Terms are effective unless and until terminated by either you or Coval. We also may terminate these Terms, in our sole discretion, at any time and may do so immediately without notice, and accordingly deny you access to the Site. Upon any termination of these Terms by either you or us, you must promptly destroy all materials downloaded or otherwise obtained from the Site, as well as all copies of such materials, whether made under these Terms or otherwise. In the case of any termination, you agree to continue to abide by these Site Terms, which shall remain in full force and effect after such termination, except that your right to use the Site shall be terminated.
Indemnification
As a condition of your use of the Site, you agree to indemnify and hold Coval, its directors, affiliates, officers, employees, agents, and other representatives (“Coval Indemnitees”) and its Associates harmless from and against any and all claims, losses, liability, costs, damages and expenses (including, but not limited, to legal fees, attorney’s fees, and disbursements), as incurred, arising from your use of the Site or related services or from your violation of these Terms.
Notice to Coval
Any notices that Customer provides to Coval regarding these Site Terms must be in writing and directed to the attention of Coval at the company and email address specified below:
Coval Infrastructure
140 Broadway, 46th Floor
New York, NY 10005-1155
Submission of Information; No Improper Use
Any material, information or other communication you transmit or post to this Site will be considered non-confidential and non-proprietary ("Communications"). Coval will have no obligations with respect to the Communications. Coval and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes.
Representations and Warranties
You represent and warrant that: (i) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Site Terms; (ii) you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms; and (iii) you will not delete any Content.
Effect on Other Agreements
Nothing contained in these Site Terms is intended to modify or amend any other written agreement you may have with Coval (including without limitation any customer agreement, participation agreement or account agreement) (collectively, “Other Agreements”), if any, that may currently be in effect. In the event of any inconsistency between these Site Terms and any Other Agreement, the Other Agreement will govern. Some pages within the Site may contain supplemental terms and conditions and additional disclosure and disclaimers, which are in addition to these Terms. In the event of a conflict, such supplemental terms and conditions and additional disclosures and disclaimers will govern for those sections or pages.
Governing Law
Headings used in these Site Terms are for reference purposes only and in no way define or limit the scope of the section. The Site is controlled by Coval from within Canada or the United States of America. Coval makes no representation that Materials in the Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. Any claim relating to the materials of any site shall be governed by the terms and process set forth in the “Dispute Resolution” Section. These Terms are governed by the laws of the State of New York (except for conflict of law provisions). Any claim related to any dispute arising as a result of the Site or under these Terms will be made before a court of competent jurisdiction located in the City of New York, New York. If any provision of these Terms is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable. The failure of Coval to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit Coval’s rights with respect to such breach or any subsequent breaches.
Dispute Resolution
You and Coval agree that any controversy or claim arising out of or relating to these Site Terms, including all claims for breach and all questions of arbitrability, shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules (“Commercial Rules”) by a sole arbitrator. You can access AAA Commercial Rules at https://www.adr.org/Rules or by calling +1 800-778-7879. You and Coval shall endeavor to agree upon the arbitrator, and if You and Coval fail to do so within twenty-one (21) days of the commencement of the Arbitration, the appointment shall be made by the AAA in accordance with the Commercial Arbitration Rules. The place, or legal seat of arbitration, shall be New York, and the language of the arbitration shall be English. Hearings may be held in any location agreed to by the Parties or determined by the Arbitrator (including virtually), and the location of any hearings shall not impact the location of the legal seat.
You may only bring claims in your individual capacity on Your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration commenced hereunder may be joined with or include any claims by any other persons, unless both Parties expressly consent in writing. Each party shall bear its own arbitration filing fees.
The arbitrator shall issue a reasoned award and shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.
The arbitrator may award the prevailing party, if any as determined by the arbitrator, its costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction.
No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed or kept confidential to the extent permitted by law.