Kova Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you (“you” or “User”) and LSN Live Shopping Network LLC, a Delaware limited liability company doing business as Kova (“Kova,” “we,” “us,” or “our”). The Terms govern your access to and use of the websites located at onkova.com and any related subdomains, mobile applications, live-stream shopping experiences, and other online services that link to or reference these Terms (collectively, the “Platform”).

By creating an account, clicking “I agree,” placing an order, viewing a live stream, or otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Platform.

The Platform is intended solely for users who are at least eighteen (18) years of age and who can form a legally binding contract. By using the Platform, you represent and warrant that you are 18 or older, that the information you provide is accurate, and that your use of the Platform does not violate any applicable law or regulation. The Platform is not directed to, and we do not knowingly permit use by, anyone under 18.

We may refuse service, close accounts, or cancel orders at our discretion, including where we reasonably believe a User has violated these Terms or applicable law.

“Content” means any text, images, video, audio, live streams, reviews, comments, product listings, and other materials made available on or through the Platform. “Host” means a creator, presenter, or personal shopper who produces live or recorded shopping content on the Platform. “Seller” means the party that is the merchant of record for a given Product, which may be Kova (for Products we sell directly) or a Host or third-party merchant (for Products sold through our marketplace). “Product” means any physical or digital good, service, or experience offered for sale through the Platform. “User Content” means Content that you submit, post, or transmit through the Platform.

You may need to register for an account to access certain features. You agree to provide accurate and complete information and to keep it current. You are responsible for safeguarding your login credentials and for all activity that occurs under your account. Notify us promptly at legal@onkova.com of any unauthorized use. We are not liable for losses arising from your failure to secure your account.

Kova operates a live-commerce platform, a “virtual shopping mall,” where Hosts present Products through live and recorded video and act as personal shoppers, and where Users can browse, watch, interact, and purchase. The Platform may include AI-assisted recommendations, personalization, host-matching, and related features. We may add, change, suspend, or remove features, Products, Hosts, or Content at any time. Certain features may rely on third-party infrastructure and services, and their availability is not guaranteed.

AI Features

Portions of the Platform use artificial intelligence and machine learning to personalize your experience, surface Products, and support Hosts. AI outputs may be inaccurate, incomplete, or not suited to your circumstances. You are responsible for evaluating Products and information before relying on them or making a purchase.

Kova uses a hybrid commerce model. For some Products, Kova is the Seller and merchant of record. For other Products, the Platform acts as a marketplace that enables Hosts and third-party merchants to offer and sell their own Products, and the Host or third-party merchant is the Seller and merchant of record. The Seller for each Product is identified at or before checkout.

Where Kova acts as a marketplace, we are not a party to the transaction between you and the third-party Seller, and we do not manufacture, inspect, warehouse, or control third-party Products. The applicable Seller is solely responsible for its Products, listings, descriptions, pricing, fulfillment, returns, warranties, and compliance with law. Some merchandise transactions are processed through Shopify-powered storefronts operated by Kova or by Sellers; your purchase in those storefronts is also subject to any terms presented at checkout.

Disputes regarding a third-party Seller’s Products should first be raised with that Seller. We may, but are not obligated to, assist in resolving such disputes.

All orders are offers to purchase and are subject to acceptance by the applicable Seller. Prices, availability, and promotions may change without notice, and Products may be mispriced or out of stock. We or the Seller may cancel or limit any order, including where a Product was listed in error, and will refund amounts charged for cancelled orders.

Payment Processing

Payments are processed by third-party processors, including Stripe and, for certain merchandise storefronts, Shopify and their payment partners. By providing payment information, you authorize us, the applicable Seller, and our processors to charge the full order amount, including Product price, taxes, shipping, and any applicable fees, to your selected payment method. Your use of these processors is subject to their terms and privacy policies. We do not store full payment-card numbers; they are handled by our processors.

Taxes. You are responsible for any sales, use, or similar taxes associated with your purchase, which may be added at checkout. Currency. Unless stated otherwise, prices are in U.S. dollars.

Shipping, delivery, return, refund, and cancellation terms depend on the Seller of the relevant Product and on any policy presented at checkout. For Products where Kova is the Seller, our posted return policy applies. For Products sold by Hosts or third-party merchants, that Seller’s policy applies, and we are not responsible for honoring it. Risk of loss and title pass according to the applicable shipping terms. Digital Products and certain final-sale items may be non-returnable; this will be disclosed before purchase.

The Platform hosts live and recorded streams and lets Users post reviews, comments, and other User Content. Hosts and Users are independent and are not employees or agents of Kova. Opinions, claims, and representations made by Hosts or Users are their own and do not reflect Kova.

License You Grant

You retain ownership of your User Content. You grant Kova a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, reproduce, modify, adapt, publish, translate, publicly display, publicly perform, and distribute your User Content in connection with operating, promoting, and improving the Platform. This license continues for User Content that is shared and re-shared on the Platform even after you remove the original.

Your Responsibility

You represent that you own or have the necessary rights to your User Content and that it does not infringe any third party’s rights or violate any law. We may remove or restrict any User Content at our discretion.

Feedback

If you provide suggestions or feedback about the Platform, you grant Kova a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without obligation to you.

You agree not to:

• Use the Platform for any unlawful, fraudulent, or deceptive purpose, or to infringe any person’s rights;
• Post Content that is illegal, harassing, defamatory, obscene, hateful, or otherwise objectionable, or that misrepresents a Product or transaction;
• Impersonate any person or entity or misrepresent your affiliation;
• Circumvent, disable, or interfere with security features, rate limits, or access controls;
• Scrape, data-mine, harvest, or use automated means to access the Platform except through interfaces we expressly authorize;
• Upload malicious code or attempt to gain unauthorized access to any system or account;
• Reverse engineer, decompile, or attempt to derive source code from the Platform; or
• Use the Platform to build or benefit a competing product or service.

The Platform and all associated software, designs, text, graphics, logos, trademarks (including the Kova name and marks), and other materials, excluding User Content and Seller-provided materials, are owned by or licensed to Kova and are protected by intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform for your personal, non-commercial use in accordance with these Terms. No other rights are granted. All rights not expressly granted are reserved.

The Platform integrates and links to third-party services, including payment processors, Sellers, Hosts, hosting and streaming providers, and other websites. We do not control and are not responsible for third-party services, their content, or their practices. Your dealings with third parties are solely between you and them.

From time to time the Platform may feature promotions, discounts, charitable campaigns, donation-matching, or giveaways. These may be subject to additional rules disclosed at the time of the promotion, which are incorporated into these Terms. Where the Platform facilitates charitable contributions, we will identify the beneficiary and the nature of the contribution; Kova is not the charitable recipient unless expressly stated.

THE PLATFORM AND ALL CONTENT, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, KOVA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. KOVA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT CONTENT, AI OUTPUTS, OR PRODUCT INFORMATION IS ACCURATE OR RELIABLE. KOVA MAKES NO WARRANTY REGARDING PRODUCTS SOLD BY THIRD-PARTY SELLERS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL KOVA OR ITS OFFICERS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KOVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

KOVA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO KOVA FOR PRODUCTS SOLD BY KOVA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

The foregoing limitations do not apply to liability that cannot be limited under applicable law. These limitations are an essential basis of the bargain between you and Kova.

You agree to defend, indemnify, and hold harmless Kova and its officers, members, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) your use of the Platform; (b) your User Content; (c) your violation of these Terms or applicable law; or (d) your violation of any third-party right. Kova will provide reasonable notice of any such claim and may participate in its defense with counsel of its choice.

We may modify these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms with a new “Last Updated” date and, where appropriate, by additional notice such as email or an in-Platform notice. Changes are effective when posted unless stated otherwise. Your continued use of the Platform after changes take effect constitutes acceptance. If you do not agree to the changes, you must stop using the Platform.

Please read this Section carefully. It affects your legal rights.

18.1 Informal Resolution. Before starting an arbitration, you and Kova agree to try to resolve the dispute informally for at least sixty (60) days. Send a written notice describing the dispute and your requested relief to legal@onkova.com. The 60-day period is a condition precedent to commencing arbitration; the applicable statute of limitations is tolled during this period.

18.2 Agreement to Arbitrate. Except for the excluded claims in Section 18.6, you and Kova agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform (a “Dispute”) will be resolved exclusively by final and binding individual arbitration, rather than in court. This Agreement to Arbitrate is governed by the Federal Arbitration Act.

18.3 Arbitration Procedure. The arbitration will be administered by a nationally recognized arbitration provider under its consumer arbitration rules then in effect. The arbitration will be conducted by a single arbitrator. For claims of $25,000 or less, the arbitration may proceed on documents only unless the arbitrator orders otherwise; larger claims will be resolved under the provider’s rules. The arbitrator may award the same individual relief a court could and must follow these Terms.

18.4 Class-Action and Jury Waiver. YOU AND KOVA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. YOU AND KOVA WAIVE ANY RIGHT TO A JURY TRIAL.

18.5 Coordinated Filings. If twenty-five (25) or more similar arbitration demands are filed by or with the coordination of the same or coordinated counsel, the parties will work in good faith with the arbitration provider to resolve the demands efficiently under the provider’s mass-arbitration, batching, or similar rules then in effect, including any staged or batched process and consolidated fee arrangements the provider offers. The applicable limitations period is tolled for demands awaiting administration. This Section is intended to promote efficient resolution and does not waive any party’s right to arbitrate or to pursue an individual claim.

18.6 Exceptions. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual-property or confidentiality rights. These claims are excluded from the Agreement to Arbitrate.

18.7 Your Right to Opt Out. You may opt out of this Section 18 by sending written notice to legal@onkova.com within thirty (30) days after you first accept these Terms, stating your name, the email associated with your account, and a clear statement that you wish to opt out of arbitration. Opting out of arbitration does not affect any other part of these Terms. If you opt out, the dispute-resolution provisions of Section 19 apply.

18.8 Severability. If the class-action waiver in Section 18.4 is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and brought in the courts identified in Section 19, while all other claims proceed in arbitration. If any other part of this Section 18 is found unenforceable, the remainder will continue to apply.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties acknowledge that, pursuant to 6 Del. C. § 2708, their agreement to Delaware governing law creates a conclusive presumption of a significant relationship with Delaware.

For any Dispute not subject to arbitration, or if the Agreement to Arbitrate is found inapplicable or unenforceable, the action will be brought exclusively in (a) the Court of Chancery of the State of Delaware, or (b) if the Court of Chancery lacks subject-matter jurisdiction, the Complex Commercial Litigation Division of the Superior Court of the State of Delaware, or (c) if neither Delaware state court has jurisdiction, the United States District Court for the District of Delaware. Each party irrevocably consents to personal jurisdiction in such courts, waives any objection based on forum non conveniens, and WAIVES ANY RIGHT TO TRIAL BY JURY. Nothing in this Section limits the application of consumer-protection laws of your state of residence where those laws may not be waived.

We may suspend or terminate your access to the Platform at any time, with or without notice, including for violation of these Terms or applicable law. You may stop using the Platform and close your account at any time. Provisions that by their nature should survive termination, including Sections 9 (license), 11, 14, 15, 16, 18, 19, and 22, survive.

If and to the extent Kova offers paid memberships or subscriptions, the following applies. Before you are charged, we will disclose the subscription term, the recurring price, the billing frequency, and how to cancel, and we will obtain your express affirmative consent. Subscriptions automatically renew for successive periods at the then-current price until cancelled. You may cancel at any time through your account settings or by contacting legal@onkova.com, and cancellation takes effect at the end of the current billing period. We will send renewal reminders and pricing-change notices as required by applicable law, including the federal Negative Option Rule and applicable state automatic-renewal laws.

Force Majeure. Kova is not liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, pandemics, war, terrorism, civil unrest, government action, sanctions, cyberattacks, ransomware, infrastructure or cloud-provider outages, and supply-chain disruptions. Payment obligations are not excused by force majeure.

Implied Covenant. The parties acknowledge that the implied covenant of good faith and fair dealing applies solely as a gap-filling mechanism and may not be used to imply terms inconsistent with the express provisions of these Terms.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets. Severability. If any provision is held unenforceable, the remaining provisions remain in effect. No Waiver. Our failure to enforce any provision is not a waiver. Entire Agreement. These Terms, the Privacy Policy, and any terms presented at checkout are the entire agreement between you and Kova regarding the Platform and supersede prior agreements. Notices. We may provide notices to you by email or through the Platform; you may contact us as set out below.