Terms of Service

Welcome to Cove. These Terms of Service (these "Terms") govern your access to and use of the websites, online stores, and related digital services (collectively, the "Services") through which Cove Kombucha Inc. and its wholly owned subsidiary, Cove Drinks Inc. (together, "Cove," "we," "us," or "our"), make Cove-branded kombucha and other beverage products available to you. These Terms also apply to your purchase of any products through the Services.

By accessing or using the Services, creating an account, placing an order, or clicking to accept these Terms where that option is presented, you agree to be bound by these Terms and our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you may not access or use the Services.

PLEASE NOTE THAT SECTION 19 OF THESE TERMS CONTAINS A CLASS ACTION WAIVER AND REQUIRES DISPUTES TO BE BROUGHT INDIVIDUALLY IN COURT RATHER THAN AS PART OF A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. PLEASE READ IT CAREFULLY.

1. Who You're Contracting With

Cove Kombucha Inc. is the parent company of the Cove business and is incorporated in Ontario, Canada. Cove Drinks Inc. is its wholly owned subsidiary, incorporated in Delaware, United States, and operates the Cove business in the United States. Which Cove entity you are contracting with under these Terms depends on your country of residence and the storefront through which you access the Services or place an order:

(a) if you reside in Canada, or you place an order through our Canadian storefront, you are contracting with Cove Kombucha Inc.; and

(b) if you reside in the United States, or you place an order through our U.S. storefront, you are contracting with Cove Drinks Inc.

References in these Terms to "Cove," "we," "us," and "our" mean whichever of Cove Kombucha Inc. or Cove Drinks Inc. is the contracting party under this Section 1, as applicable to you. Section 18 (Governing Law and Jurisdiction) describes how this affects the law and courts that apply to you.

2. Eligibility

You represent that you are at least the age of majority in your province, territory, or state of residence. If you are accepting these Terms on behalf of a business or other entity, you represent that you have the authority to bind that entity, and "you" refers to that entity. We reserve the right to refuse the Services to anyone, at any time, for any reason permitted by law.

3. Changes to These Terms

We may revise these Terms from time to time. When we do, we will update the "Last Updated" date above and, where required by law, provide additional notice. Changes are effective when posted unless we say otherwise. Your continued use of the Services after changes take effect means you accept the revised Terms. We encourage you to review this page periodically.

4. Our Services and Products

Our online store may be hosted or supported by third-party e-commerce platform providers. We do not control, and are not responsible for, the technical operation of those third-party platforms, though we remain responsible for our own Services as described in these Terms.

Product descriptions, images, availability, and pricing are subject to change at any time without notice. We have made reasonable efforts to display our products and their packaging accurately, but we do not warrant that descriptions, images, or pricing on the Services are accurate, complete, current, or error-free. Some products may be available exclusively online and in limited quantities.

We may, at our discretion, limit or refuse the sale of products to any person, household, geographic region, or jurisdiction, including where we reasonably believe an order has been placed by a dealer, reseller, or distributor without our authorization, or where multiple orders appear to use the same payment method, billing address, or shipping address. If we cancel or change an order, we will try to notify you using the contact information you provided.

5. Orders, Pricing, and Payment

When you place an order, you will have an opportunity to review it before submitting. An order is not accepted until we send you an order confirmation email; we reserve the right to accept or decline any order, in whole or in part, for reasons including product availability, errors in pricing or product information, or suspected fraud.

You agree to provide current, complete, and accurate billing, shipping, and payment information, and to promptly update that information as needed so we can complete your transactions and contact you. You represent that you are authorized to use any payment method you provide. We and our third-party payment processors may verify and process payment information as needed to complete your order; use of any third-party payment processor is also subject to that processor's own terms and privacy practices.

Prices are shown in the currency indicated at checkout and do not include applicable taxes, duties, or shipping charges unless stated otherwise. Occasionally, information on the Services may contain typographical errors or inaccuracies relating to pricing or product availability; we reserve the right to correct such errors and to cancel any order affected by them, even after an order confirmation has been sent, and to notify you if this affects your order.

Ownership of, and risk of loss for, products you purchase passes to you when the products are delivered to the shipping carrier.

6. Shipping, Returns, and Refunds

Shipping timelines, methods, and charges, along with our returns, exchanges, and refund practices, are governed by the channel you order on, e.g., Amazon.com. We are not responsible for packages. Please review the terms of the channel from which you ordered.

8. About Our Kombucha

Cove kombucha is a fermented tea beverage. As with other fermented and cultured beverages, our products may naturally contain trace amounts of alcohol as a by-product of fermentation. Our products are formulated and labelled to meet the non-alcoholic beverage thresholds applicable in the jurisdiction where they are sold; please refer to the product label for details specific to the product you purchase.

Any statements on our Services or product packaging regarding probiotics, gut health, or other wellness attributes have not been evaluated by Health Canada or the U.S. Food and Drug Administration, and our products are not intended to diagnose, treat, cure, or prevent any disease. Always review the ingredient and allergen information on the product label. If you are pregnant, nursing, sensitive to caffeine or alcohol, or have a medical condition, consult your physician or other qualified health care provider before consuming our products.

9. User Content and Feedback

Certain features of the Services, or our social media pages, may let you submit reviews, comments, photos, or other content ("User Content"). You are solely responsible for your User Content and represent that you own it or otherwise have the rights necessary to submit it, and that it does not violate these Terms, any law, or the rights of any third party.

By submitting User Content, you grant Cove a non-exclusive, royalty-free, worldwide, sublicensable, and transferable license to use, reproduce, adapt, publish, translate, distribute, and display that User Content, in whole or in part and in any media, for purposes connected with operating and promoting the Services and our products. We do not endorse and are not responsible for User Content, and we may, but are not obligated to, monitor, edit, or remove User Content at our discretion.

If you send us feedback, suggestions, or ideas about Cove or the Services ("Feedback"), you agree that we may use that Feedback for any purpose without obligation or compensation to you.

10. Intellectual Property

The Services and all content made available through them, including text, graphics, product designs, logos, and the Cove name and trademarks (collectively, "Our Content"), are owned by Cove or our licensors and are protected by Canadian, U.S., and other applicable intellectual property laws.

We grant you a limited, personal, revocable, non-exclusive, non-transferable license to access and use the Services and Our Content for your personal, non-commercial use, subject to these Terms. You may not reproduce, distribute, modify, publicly display, sell, or create derivative works from Our Content, or use any data mining, scraping, or similar extraction tools on the Services, except as we expressly permit in writing. All rights not expressly granted to you are reserved.

11. Prohibited Uses

You agree not to use the Services:

(a) for any unlawful purpose, or to solicit others to perform or participate in unlawful acts;

(b) to violate any applicable federal, provincial, state, or local law or regulation;

(c) to infringe our intellectual property rights or those of any third party;

(d) to harass, abuse, defame, or discriminate against any person on any prohibited ground;

(e) to submit false or misleading information, including in connection with an order;

(f) to transmit viruses or other malicious code, or to interfere with the security or proper functioning of the Services;

(g) to collect or track the personal information of other users; or

(h) to spam, phish, scrape, or use automated means to access the Services without our permission.

We may investigate and take appropriate action against anyone who, in our sole discretion, violates this Section, including suspending or terminating access to the Services.

12. Third-Party Links and Services

The Services may contain links to, or integrate with, third-party websites, platforms, or tools that we do not own or control (for example, our e-commerce or payment platform providers, or social media platforms). We are not responsible for the content, accuracy, terms, or privacy practices of any third party, and your use of any third-party site, platform, or tool is at your own risk and subject to that third party's own terms.

13. Privacy

Our collection, use, and disclosure of personal information in connection with the Services is described in our Privacy Policy, available at [insert Privacy Policy URL], which is incorporated into these Terms by reference. By using the Services, you agree to the collection and use of information as described there.

14. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL PRODUCTS, CONTENT, AND INFORMATION MADE AVAILABLE THROUGH THEM ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you to the extent prohibited by applicable law, including Canadian and U.S. consumer protection legislation.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES OR ANY PRODUCT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (I) THE AMOUNT YOU PAID TO US FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE, OR (II) ONE HUNDRED DOLLARS ($100) IN THE APPLICABLE CURRENCY OF YOUR JURISDICTION.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for gross negligence, willful misconduct, or death or personal injury caused by our negligence, or any non-waivable consumer protection right you may have under the laws of your province or state of residence.

16. Indemnification

You agree to indemnify, defend, and hold harmless Cove and its officers, directors, employees, affiliates, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Services; (b) any User Content you submit; (c) your violation of these Terms; or (d) your violation of any law or the rights of a third party.

17. Termination

We may suspend or terminate your access to the Services at any time, with or without notice, if we reasonably believe you have violated these Terms or applicable law, or for any other reason permitted by law. You may stop using the Services at any time. Provisions of these Terms that by their nature should survive termination — including Sections 8, 9, 13 through 18, and 20 — will survive.

18. Governing Law and Jurisdiction

The law that applies to these Terms, and the courts with jurisdiction over any dispute, depend on which Cove entity you are contracting with under Section 1:

If you are contracting with Cove Kombucha Inc. (Canadian consumers):

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict of laws principles. You and Cove Kombucha Inc. agree to submit to the exclusive jurisdiction of the courts located in Ontario, Canada, subject to any mandatory consumer protection rights you have to bring a claim in the courts of your own province or territory of residence.

If you are contracting with Cove Drinks Inc. (U.S. consumers):

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. You and Cove Drinks Inc. agree to submit to the exclusive jurisdiction of the state and federal courts located in Delaware, subject to any mandatory consumer protection rights you have under the laws of your state of residence.

19. Dispute Resolution; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any product will be resolved exclusively in the courts identified in Section 17, and not through arbitration.

YOU AND COVE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

If this class action waiver is found unenforceable as to a particular claim or form of relief under the mandatory law of your jurisdiction, then only that claim or form of relief (and not the remainder of this Section) will be severed and may proceed on a class, collective, or representative basis in a court of competent jurisdiction, while all other claims remain subject to individual resolution as described above. Nothing in this Section limits any right you may have to file a complaint with a consumer protection regulator or agency where that right cannot be waived by contract.

20. Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

21. Entire Agreement; No Waiver; Assignment

These Terms, together with our Privacy Policy and any other policies referenced in these Terms, constitute the entire agreement between you and Cove regarding the Services and supersede any prior agreements or understandings, whether oral or written. Our failure to enforce any provision of these Terms is not a waiver of our right to do so later. You may not assign or transfer these Terms or any rights under them without our prior written consent; we may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

22. Electronic Communications

By using the Services, you consent to receive communications from us electronically, including by email or by notices posted on the Services, and you agree that these communications satisfy any legal requirement that such communications be in writing.

23. Notices and Contact Information

If you have questions about these Terms, please contact us at:

Cove Kombucha Inc.

1489 Hollis Street Suite 101

Halifax NS B3J 3M4

Canada

Email: info@covedrinks.com

Cove Drinks Inc.

74 E Glenwood Ave #422

Smyrna, DE 19977

United States

Email: info@covedrinks.com

24. Miscellaneous

Neither party will be liable for any failure or delay in performance under these Terms resulting from causes beyond that party's reasonable control, such as natural disasters, labour disputes, or disruptions to shipping or supply networks. The headings in these Terms are for convenience only and do not affect their interpretation. These Terms are drafted in English; if translated, the English version will govern in the event of any conflict.