Last Updated: February 27, 2025
These Terms and Conditions (“Agreement”) govern the use of the Covercy GP platform (“Platform”) provided by Covercy Inc., a Delaware corporation (“Covercy”, “we”, “us”, or “our”), by any company subscribing to these services, and in the absence of a company, the individual (“Customer”, “you”, or “your”) who subscribes to one or more of the products and services offered through our website (including our pricing page at https://covercy.com/pricing). By subscribing to any product or service, you agree to be bound by this Agreement.
Covercy offers the following Products, each with its own subscription tiers:
- Investment Management
- Payments and Banking
- International Payments
1. Definitions
1.1 “Platform” means the Covercy GP system that enables investment firms to manage investor relations, including but not limited to an investor portal, document sharing, fundraising management, and distribution management.
1.2 “Subscription” means the Customer’s access to the Platform and associated features based on the product(s) and tier(s) purchased via our pricing page.
1.3 “Billing Cycle” means the monthly billing period. Billing is monthly by default.
1.4 “Term” means the period during which the Subscription is active. Unless otherwise specified by the applicable tier, the Subscription normally commits the Customer to a 12‑month period, with auto‑renewals for additional 12‑month periods, subject to the termination provisions set forth in Section 3.
1.5 “Opt-Out Period” means the period during which either party may mutually terminate the Agreement by providing notice, as specified in Section 3. Opt‑out rights vary depending on the subscribed tier.
1.6 “Automatic Upgrade” refers to the mechanism whereby the Customer’s subscription is adjusted upward to a higher tier based on usage, as detailed in Section 5.
1.7 “Entities” refer to units of capacity purchased by the Customer in specific “buckets” (e.g., 2 Entities, 4 Entities, 7 Entities, 10 Entities, etc.) as part of the Standard or Professional tiers of Investment Management.
1.8 “Assets” refer to Entities that are assets (e.g., properties) only.
1.9 “Funds” refer to investment vehicles which may include a portfolio of other Entities. Only the Professional tier of Investment Management supports Funds in addition to Assets.
1.10 “Customer-Facing Integrations” include third-party services offered as part of the Platform to facilitate Customer operations (e.g., Rent Manager, Dropbox Sign, Filestack, Plaid, Unit, Currency Cloud). Use of these integrations may be subject to the respective party’s terms and conditions.
1.11 “Financial Products” (e.g., opening bank or payment accounts, fixed income products, public stock investments) are separate products offered by Covercy’s group and are subject to separate terms, compliance approvals, and applicable laws.
1.12 “Data” means any Customer information provided or generated while using the Platform.
2. Subscription, Billing, and Payment
2.1 Subscription and Products.
Upon selecting a product and tier on our pricing page, you will be directed to a checkout page where you will review a summary of your selected products, provide your business details, and enter billing and card information. Additional features specific to each Product or Tier are as specified on https://covercy.com/pricing.
2.2 Billing and Commitment.
- Billing is monthly by default.
- Unless otherwise specified by the applicable tier, the Customer agrees to a default 12‑month commitment.
- Payment is due in advance for each Billing Cycle.
2.3 No Refunds & Non-Payment.
- No refunds shall be provided.
- Early termination by the Customer requires payment in full for the remainder of the Subscription period.
- In the event of non‑payment, Covercy may block the Customer’s account after 15 business days. Such blocking does not release the Customer from the obligation to pay in accordance with this Agreement.
- Termination initiated by the Customer must be communicated via email to gp.support@covercy.com.
2.4 Price Increases.
Covercy may increase prices by up to 5% before any new Term without seeking further approval from the Customer.
2.5 Auto-Renewal.
At the end of the Term, this Agreement will automatically renew for successive 12‑month periods (“Renewal Term”) unless terminated by either party with notice provided at least 30 days prior to the end of the then‑current Term. Auto‑renewal continues using the default billing terms and any applicable upgrades established during the prior Term (including Automatic Upgrades).
2.6 Usage-Based Features.
Usage-based features (such as ACH payments or the number of accounts) that exceed the amounts included in the Customer’s subscription tier shall be invoiced based on actual usage and automatically billed using the payment method on file for the other subscription(s).
3. Term and Termination
3.1 Term.
This Agreement commences on the date of subscription and, unless terminated earlier in accordance with these provisions, continues for the full Term (default 12‑month period for most subscriptions) and, thereafter, for successive Renewal Terms.
3.2 Opt-Out and Termination.
All opt‑out rights are mutual and may be exercised by either party subject to the following conditions based on the subscription tier:
- Investment Management – Fundraising Starter:
Either the Customer or Covercy may cancel the Agreement at any time by providing a 90‑day notice.
- Investment Management – Standard, Investment Management – Professional, and all paid (non‑free) subscription tiers of Payments and Banking and International Payments:
During the first 30 days of the Initial Term, either party may terminate the Agreement by providing a 30‑day notice. After the first 30 days, the Customer is committed to the full Term, and termination requires compliance with the Term provisions (with no opt‑out available).
Early termination by the Customer, outside of any applicable opt‑out period, requires payment in full for the remainder of the Subscription period.
3.3 Effect of Termination.
Upon termination of this Agreement, the Customer’s access to the Platform will be disabled. However, the Customer may request an export of its Data in accordance with Section 6.1.
4. Modification to Terms
4.1 Modifications.
Covercy may modify these Terms by providing a 30‑day notice via email or by presenting a modification prompt on the Platform requiring an “I agree” action. Modifications will become effective immediately if the Customer actively agrees (unless otherwise specified in the modification text). If the Customer does not respond within the 30‑day period, the modifications will be deemed accepted.
4.2 Subscription Price Modifications.
Modifications related to the Subscription Price (excluding any Automatic Upgrades) shall be mutually agreed upon by the parties.
5. Product Specific Terms and Automatic Upgrades
5.1 Investment Management – Fundraising Starter.
- Asset Limit: This tier is limited to two Assets during the fundraising period.
- Automatic Upgrade: Should the Customer add a third Asset or move any Asset to “Under Management,” the subscription will be automatically upgraded to the Standard tier for Investment Management for the remainder of the Term, and such upgraded count shall become the default for any subsequent auto‑renewal.
5.2 Investment Management – Standard and Professional.
- Bucket‑Based Entities:
- These tiers are sold in preset buckets (e.g., 2 Entities, 4 Entities, 7 Entities, 10 Entities, etc.).
- For example, if the Customer purchases a bucket for 2 Entities and subsequently utilizes 3 Entities, the system will automatically upgrade the subscription to the 4 Entities bucket. Similarly, if 4 Entities are purchased and 5 are used, the system will upgrade the subscription to the 7 Entities bucket.
- Types of Entities Supported:
- The Standard tier supports Entities that are Assets only.
- The Professional tier supports both Assets and Funds.
5.3 Automatic Upgrades.
Any automatic upgrade triggered under Sections 5.1 or 5.2 shall remain in force for the remainder of the current Term and will be the default count for any auto‑renewal of the Subscription.
6. Data Handling, Export, and Confidentiality
6.1 Data Export.
The Customer may request an export of their Data at any time during the Term and for a period of six (6) months following termination of the Agreement. Such export shall include Contacts, past Contributions, and past Distributions.
6.2 Data Confidentiality.
Covercy will hold all Customer Data in strict confidence and will not sell such Data.
6.3 Privacy Policy.
Your use of the Platform is also governed by our Privacy Policy, which is incorporated herein by reference and available at https://www.covercy.com/privacy/. The Privacy Policy may be changed from time to time in line with the rules specified therein.
7. Security
7.1 Industry-Standard Security Measures.
Covercy employs industry-standard security measures to protect Customer Data, including:
- SSL/TLS Encryption: All data transmitted between the Customer’s browser and our servers is encrypted using SSL/TLS.
- Access Controls: Strict access controls are in place to ensure that only authorized personnel have access to Customer Data.
- Incident Response: A documented incident response plan is in place for the detection, notification, and remediation of security incidents.
- Periodic Security Audits: Covercy conducts regular security audits and assessments to identify and mitigate vulnerabilities.
- Employee Training: Regular security and data protection training is provided to all employees.
8. Third-Party Services
8.1 Customer-Facing Integrations.
The Platform includes integrations with third‑party services such as Rent Manager, Dropbox Sign, Filestack, Plaid, Unit, and Currency Cloud. Use of these services may be subject to the respective party’s terms and conditions.
9. Dispute Resolution
9.1 Initial Negotiation.
In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through informal negotiations for a period of thirty (30) days.
9.2 Binding Arbitration.
If the dispute is not resolved within the negotiation period, it shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”), unless the parties mutually agree to an alternative arbitration provider. The arbitration shall take place in Delaware, and the arbitrator’s decision shall be final and binding. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or confidential information.
10. Limitation of Liability and Indemnification
10.1 Limitation of Liability.
To the fullest extent permitted by applicable law, Covercy’s aggregate liability for any claim arising out of or relating to this Agreement shall be limited to the total fees actually paid by the Customer to Covercy during the 12‑month period immediately preceding the event giving rise to the claim. In no event shall Covercy be liable for any indirect, incidental, consequential, special, or punitive damages, or any damages for loss of profits, revenue, data, or use, even if advised of the possibility of such damages.
10.2 Indemnification.
The Customer agrees to indemnify, defend, and hold harmless Covercy, its affiliates, officers, directors, and employees from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- (a) the Customer’s use or misuse of the Platform;
- (b) any breach of this Agreement by the Customer; or
- (c) violation of any applicable laws or regulations by the Customer.
11. Miscellaneous
11.1 Contracting Entity.
The contracting entity under this Agreement is Covercy Inc., a Delaware corporation.
11.2 Entire Agreement.
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, or warranties, whether written or oral.
11.3 Severability.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11.4 Waiver.
No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any subsequent breach.
11.5 Assignment.
Covercy may assign this Agreement without restriction, provided that the assignee continues to provide services in line with this Agreement. The Customer may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Covercy.
By subscribing to and using the Covercy GP Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
For any questions or concerns regarding this Agreement, please contact us at gp.support@covercy.com.
