Coviance Platform Customer Terms of Use



Introduction

It is important that you read and understand these Terms of Use ("Terms") as they govern your individual access to and use of the Coviance Platform (the "Platform") provided by Coviance ("Coviance," "we," "us," or "our"). These Terms apply to you as an authorized user ("User," "you," or "your") whose employer or affiliated financial institution ("Institution") has entered into a Master Subscription Agreement ("MSA") with Coviance. Your access to the Platform is granted based on your Institution's MSA with us. By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately stop using the Platform. Coviance may amend these Terms at any time by posting a revised version on any other website we maintain for purposes of providing the Platform. Amendments to these Terms are effective at the time we post them and your continued use of the Platform constitutes acceptance of any amendments.

Relationship to Master Subscription Agreement

  • MSA Governs. Your Institution has entered into an MSA with Coviance that governs the contractual relationship between Coviance and your Institution. These Terms supplement the MSA and govern your individual use of the Platform.
  • Conflicts. In the event of any conflict between these Terms and the MSA, the MSA shall control with respect to matters between Coviance and your Institution. These Terms control with respect to your individual conduct and use of the Platform.
  • Authorization. You represent that you are an employee, contractor, or other authorized representative of your Institution with the authority to access the Platform on behalf of your Institution.

Account Access and Security

  • Account Credentials. You will be provided with unique login credentials (username and password) to access the Platform. These credentials are personal to you and may not be shared with any other person.
  • Credential Security. You are responsible for:
    • Maintaining the confidentiality of your login credentials;
    • Not sharing your credentials with anyone, including colleagues, supervisors, or IT personnel;
    • Using strong, unique passwords and changing them regularly as required by your Institution or the Platform;
    • Enabling multi-factor authentication (MFA) if available or required;
    • Logging out of the Platform when not in active use; and
    • Immediately notifying your Institution's administrator and Coviance of any unauthorized access or security breach.
  • Account Responsibility. You are solely responsible for all activities that occur under your account. Any actions taken using your credentials will be attributed to you.
  • Access Revocation. Your access may be suspended or terminated immediately if you violate these Terms, leave employment with your Institution, or upon request from your Institution or as required by applicable law.

Acceptable Use

  • Authorized Purpose. You may access and use the Platform solely for legitimate business purposes in the course of your duties for your Institution. Personal use is strictly prohibited unless expressly permitted by your Institution.
  • Prohibited Activities. You agree not to:
    • Access data or information you are not authorized to view or use;
    • Share your account credentials with any other person;
    • Access or use the Platform for any unlawful purpose or in violation of any applicable laws, regulations, or your Institution's policies;
    • Attempt to circumvent, disable, or interfere with security features of the Platform;
    • Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Platform;
    • Use any robot, spider, scraper, or automated means to access the Platform without express written permission;
    • Introduce viruses, malware, or any other harmful code to the Platform;
    • Interfere with or disrupt the integrity, performance, or availability of the Platform;
    • Copy, modify, distribute, sell, or lease any part of the Platform;
    • Frame or mirror any portion of the Platform without written permission;
    • Use the Platform to store or transmit any data that you do not have the right to use; and
    • Remove, alter, or obscure any proprietary notices on the Platform.
  • Monitoring. You acknowledge and agree that:
    • Your use of the Platform may be monitored, logged, and audited by Coviance and your Institution;
    • Coviance and your Institution reserve the right to audit your use of the Platform at any time to ensure compliance with these Terms and applicable laws and regulations; and
    • Suspicious activity may be investigated, and you may be required to provide explanations for your Platform usage.
  • Compliance with Policies. You agree to comply with all applicable policies of your Institution, including but not limited to information security policies, acceptable use policies, and code of conduct.

Data Handling and Confidentiality

  • Sensitive Data. The Platform contains highly sensitive and confidential information, including:
    • Borrower personally identifiable information (PII) and nonpublic personal information (NPI);
    • Financial data, account information, and credit information;
    • Proprietary business information of your Institution; and
    • Confidential information about the Platform and its functionality.
  • Confidentiality Obligations. You agree to:
    • Treat all data accessed through the Platform as strictly confidential;
    • Access only the data necessary to perform your job duties;
    • Not disclose, share, or discuss any data outside of appropriate business contexts;
    • Not download, copy, print, or export data except as necessary for legitimate business purposes and in compliance with your Institution's policies;
    • Protect any exported or printed data with appropriate security measures; and
    • Immediately report any suspected data breach or unauthorized disclosure to your Institution and Coviance.
  • Regulatory Compliance. You acknowledge that the data in the Platform is subject to extensive regulatory protection under laws including:
    • Gramm-Leach-Bliley Act (GLBA);
    • Fair Credit Reporting Act (FCRA);
    • State privacy and data protection laws; and
    • Bank regulatory requirements.
  • Permissible Purpose. You may only access borrower information when you have a legitimate business need and permissible purpose under applicable law (such as FCRA). Unauthorized access may result in civil and criminal penalties.
  • Survival. Your confidentiality obligations survive the termination of your access to the Platform and your employment with your Institution.

Intellectual Property

  • Ownership. The Platform, including all software, code, interfaces, designs, trademarks, and content, is the exclusive property of Coviance. You are granted only a limited, non-exclusive, non-transferable right to access and use the Platform in accordance with these Terms.
  • No License. These Terms do not grant you any intellectual property rights or license to the Platform beyond the limited access granted herein.
  • Feedback. If you provide suggestions, ideas, or feedback about the Platform, you grant Coviance a perpetual, royalty-free license to use such feedback without any obligation to you.

Reservation of Rights

Any rights not expressly granted in these Terms are reserved by Coviance, and Coviance reserves the right to seek all remedies available by law and in equity for any violation of these Terms.

Privacy Policy

Your use of the Platform is also governed by our Privacy Policy.

Links to Other Websites and Related Disclaimer

The Platform may contain links to other websites. Unless expressly stated, these websites are not under the control of Coviance or that of our affiliates. Coviance assumes no responsibility for the content of such websites and disclaims liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another website on the Platform does not imply any endorsement of the websites themselves or of those in control of them. Coviance provides you with these links solely for your convenience.

Termination

  • Immediate Termination. Your access may be terminated immediately without notice if:
    • You violate these Terms;
    • Your employment or relationship with your Institution ends;
    • Your Institution requests termination;
    • The MSA between Coviance and your Institution is terminated; and
    • Required by law or regulatory authority.
  • Effect of Termination. Upon termination:
    • Your right to access the Platform immediately ceases;
    • You must immediately stop all use of the Platform; and
    • You remain bound by the confidentiality provisions of these Terms.
  • Survival. Sections relating to confidentiality, intellectual property, disclaimers, and limitation of liability survive termination.

Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" BASIS. COVIANCE DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SITE SHALL BE TO DISCONTINUE USING THE SITE. WHILE WE STRIVE TO MAINTAIN PLATFORM AVAILABILITY AND ACCURACY, WE DO NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION.

YOU ARE RESPONSIBLE FOR INDEPENDENTLY VERIFYING THE ACCURACY OF INFORMATION BEFORE MAKING BUSINESS DECISIONS. THE PLATFORM IS A TOOL TO ASSIST YOUR WORK, BUT PROFESSIONAL JUDGMENT AND COMPLIANCE WITH APPLICABLE LAWS REMAIN YOUR RESPONSIBILITY. THE PLATFORM DOES NOT PROVIDE LEGAL, FINANCIAL, OR COMPLIANCE ADVICE. CONSULT APPROPRIATE PROFESSIONALS FOR SUCH GUIDANCE.

Limitation of Liability

YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES WILL COVIANCE BE LIABLE OR RESPONSIBLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIABILITY MATTERS BETWEEN COVIANCE AND YOUR INSTITUTION ARE GOVERNED BY THE MSA. NOTHING IN THESE TERMS CREATES ANY LIABILITY OF COVIANCE TO YOU INDIVIDUALLY BEYOND WHAT IS REQUIRED BY LAW.

Indemnification of Coviance

You agree to indemnify, hold harmless and defend Coviance, its shareholders and the directors, officers and employees of each of them and their respective successors, assigns and related parties (each, a "Coviance Indemnitee"), from and against any and all losses, claims, damages, costs, expenses or liabilities, including but not limited to, reasonable attorney's fees and court costs alleged by a third party to which any Coviance Indemnitee may be subject relating to or in connection with the material breach by you of any material covenant, term or condition of these Terms or any representation or warranty made by it in these Terms.

Technical Requirement

To use the Platform, make sure you have the most up-to-date browser, operating system, and a good internet connection.

Dispute Resolution

You agree to enter non-binding mediation to settle disputes arising out of these Terms. Otherwise any and all disputes arising under these Terms will go to arbitration. To reduce the chances of prolonged and destructive litigation, both parties agree to submit to binding arbitration any dispute as to any issue or right created or affected by these Terms which cannot be resolved satisfactorily between the parties themselves. Any arbitration will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association and be governed by the rules of procedure as adopted and implemented by the American Arbitration Association. The arbitrator(s) will take all reasonable steps to limit the inconvenience, delay, and expense of the discovery process by imposing such conditions, as the arbitrator(s) may deem appropriate. Each party will bear its own cost and expenses in connection with any arbitration, however the prevailing party, as determined by the arbitrator(s) will be entitled to recover reasonable legal fees and expenses as the arbitrator(s) deem appropriate. The parties agree that the decision of the arbitrator(s) will be final and binding. Each party will promptly comply with the award, finding or ruling of the arbitrator(s). An order reflecting the decision of the arbitrator(s) may be entered in any court having jurisdiction over the parties hereto. Any hearing conducted by the arbitrator(s) will be held at a site in Polk County, IA selected by the arbitrator(s).

Governing Law

You agree that all matters relating to your access to, or use of, the Platform, and all matters relating to these Terms are governed by the laws of the State of Iowa, which apply in all respects, including statutes of limitation. No choice of law rules of any jurisdiction will apply to nullify this choice of law.

Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by posting the updated Terms on the Platform and updating the "Last Updated" date. Your continued use of the Platform after such changes constitutes your acceptance of the modified Terms. We encourage you to review these Terms periodically.

Assignment

Coviance may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign these Terms or assign, transfer or sublicense your rights, if any, under these Terms.

Severability

If any provision of the Agreement is found to be invalid,illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while reflecting the original intent.

Waiver

The failure of Coviance to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. Any waiver of these Terms by Coviance must be in writing and signed by an authorized representative of Coviance.

Entire Agreement

These Terms constitute the entire agreement between you and Coviance and governs the terms and conditions of your use of the Platform, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Coviance with respect to the Platform. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the Platform.

Questions, Comments, and Contact Information


By Mail: Coviance

Attn: Compliance

3001 Westown Pkwy Suite 200

West Des Moines, IA 50266

By Phone: 1-855-525-6730

By E-mail: compliance@coviance.com



BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. YOU FURTHER ACKNOWLEDGE THAT YOUR USE OF THE PLATFORM IS SUBJECT TO MONITORING AND THAT VIOLATIONS MAY RESULT IN SERIOUS CONSEQUENCES.



Last Updated: 03/12/2026