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Version 1.0-attorney-review-draft · Effective 2026-08-07

COVU Credits and Commercial States Schedule

Template version: 1.0 attorney-review draft - July 29, 2026 Provider: COVU Inc., a Delaware corporation Status: INTERNAL SOURCE - APPROVED FOR SYNTHETIC/STAGING VALIDATION ONLY; EXTERNAL, PRODUCTION, CHARGING, AND ROUTING USE HELD

This COVU Credits and Commercial States Schedule (this "Credits Schedule") supplements the COVU OS Lite Terms of Service and the accepted Additional Module Order or Service Order identified below (the "Order"). It applies only when the Order expressly identifies this Credits Schedule by title, version, hash, and grant ID. It does not activate a module, a Service Network lane, a data connection, or a payment method by itself.

Order of precedence. Where documents conflict, the following order applies, and only for the subject each document expressly addresses: (1) a negotiated enterprise master services agreement executed by both parties, for the scope it covers; (2) the Data Processing Addendum, for the processing of Agency Customer Data; (3) the Security Exhibit, for security commitments; (4) the Service Network Services Agreement, for Service Network work; (5) an accepted Feature-Specific Consent, Additional Module Order, Service Order, or data addendum, for the feature, scope, price, cap, and term it names; and (6) the OS Lite Terms of Service, for the base platform. The Privacy Notice is a notice and acknowledgment and does not override any of the above or waive a statutory right. A document does not change another document on a subject it does not expressly address: this Credits Schedule does not authorize a sensitive data connection, a payment charge, Service Network work, or an automatic purchase unless the applicable Order and separately required authorization expressly do so.

1. Credit grant details

  • Agency legal name / Agency ID: [AGENCY / ID]
  • Credits Schedule ID / version / hash: [ID / VERSION / SHA-256]
  • Related Order: [MODULE ORDER OR SERVICE ORDER ID / VERSION / HASH]
  • Grant ID: [IMMUTABLE CREDIT GRANT ID]
  • Granted amount and currency: [AMOUNT / CURRENCY]
  • Issued at / available at: [UTC TIMESTAMP / EVENT]
  • Expiration rule and exact expiration timestamp: [RULE / UTC TIMESTAMP]
  • Eligible rails, modules, and lanes: [VERO MODULES / SERVICE NETWORK LANES]
  • Ineligible uses: [EXCLUSIONS]
  • Credit-funded price basis: [ACCEPTED RATE CARD OR MODULE PRICE VERSION]
  • Agency discount after credits are exhausted: [NONE / RULE / VERSION]
  • Spend-control policy / period: [UNRESOLVED — DO NOT EXTERNALLY ENABLE UNTIL FINANCE/PRODUCT POLICY IS APPROVED]
  • Auto-reload status: [OFF / ON - SEPARATE ELECTION ID]

The grant amount must be set from the approved agency configuration. The standard welcome offer may be $200 in COVU Credits, but the amount is not hardcoded by this Schedule. Product must display the exact amount actually granted and may not describe it as a promised number of tasks, calls, tokens, or outcomes.

2. What COVU Credits are

COVU Credits are a limited, non-cash promotional or commercial wallet balance. They are not money, stored value, a bank account, a gift card, insurance premium, commission, discount, security, or transferable property. Unless an applicable law requires otherwise, Credits:

  • may be used only by the named Agency for eligible, available, and accepted COVU services under the identified Order;
  • are non-transferable, cannot be sold, assigned, redeemed for cash, or applied to taxes, pass-through costs, prior invoices, or amounts outside the accepted scope;
  • do not create a right to a Service Network lane, capacity, provider, Service Network task, Vero capability, or external outcome; and
  • expire only on the displayed expiration timestamp or another lawful rule expressly accepted in this Schedule.

If an expiration rule or exact expiration timestamp is not displayed, the Credit grant must remain unavailable for external use until Legal and Finance approve the grant configuration. Product must not infer an expiration period.

3. Price, credits, and discounts

Credits are applied against the full customer-facing price specified by the accepted Order or its accepted rate-card snapshot. An Agency discount does not increase the purchasing power of Credits and is applied only after the available Credits for that event are exhausted, unless the Order expressly states a different rule and Legal and Finance approve it.

Raw model tokens, provider requests, human touches, or elapsed third-party waiting time are not billable merely because Credits exist. The applicable Order must state an objective customer-facing unit, the start event, the price, the success rule, the billable milestones or valid dispositions, and the treatment of failures, retries, duplicates, tests, corrections, and rework.

4. Commercial states

For every credit-funded or paid event, COVU will use the following customer-facing states:

  • Available: Credits may be used for an eligible future event, subject to the Order, availability, and expiration.
  • Reserved at accepted send: COVU has held the amount recorded in the server-side price snapshot after an eligible handoff or metered event is accepted. The exact customer price, accepted Order, rate-card or module-price version, Credit application, any separately approved spend-control result, and timestamp are pinned. A reservation is not final settlement.
  • In progress: COVU is performing the accepted COVU-controlled work.
  • Waiting on third party: COVU is waiting on a carrier, customer, underwriter, system, or other external dependency identified in the Order. Unless the Order says otherwise, the COVU-controlled timing commitment is paused during that wait.
  • Settled: COVU has applied the reservation to a completed billable milestone or a valid billable disposition defined in the Order. A receipt must identify the milestone or disposition and evidence reference.
  • Released: COVU has returned an unused reservation to the available balance because COVU rejected or cancelled the event before a billable milestone, or another release rule in the Order applies.
  • Credited: COVU has returned or added Credits, or issued another agreed adjustment, under the Order's correction, delay, missed-service, dispute, or refund rule.
  • Disputed: The Agency has timely disputed the identified event or charge. The undisputed portion remains subject to the Order while COVU investigates the disputed portion.
  • Redo at no charge: COVU is repeating a COVU-controlled step under the Order's rework rule. No second customer charge or second credit reservation may be created for the same accepted unit unless the Agency affirmatively accepts a newly scoped Order or handoff.

Product must not label a reservation, a handoff, a support ticket, or a provider request as "settled," "posted," "earned," or "charged" before the required milestone or valid disposition occurs.

5. Reservations, settlement, release, and valid negative outcomes

The accepted rate card and applicable Order must be available to the Agency on demand. There is no per-send price or confirmation screen. At accepted send, COVU must create the immutable server-side price snapshot and reserve the corresponding amount. The customer price may not increase after accepted send without a separately accepted new scope or Order.

COVU may settle a reservation only when the accepted Order identifies either:

  • a completed billable milestone with the required COVU-controlled steps and evidence; or
  • a valid billable disposition, such as an evidenced carrier, customer, system, access, or authority outcome after COVU completed the specified COVU-controlled playbook.

A negative external outcome is not automatically free or billable. It is billable only if the Order expressly identifies that disposition as billable and the associated evidence shows COVU completed the specified COVU-controlled steps. If the Order does not identify the disposition and billable treatment, Product must release the reservation or route the event to the approved exception process; it must not settle by default.

6. Spend-control policy (unresolved), payment method, and optional auto-reload

COVU has not adopted a mandatory cap policy for external use. Until Finance, Product, and Legal approve an exact spend-control policy and its customer copy, Product must not promise, impose, or rely on a mandatory cap. Any future spend-control policy must be presented in an accepted Order or amendment, identify its scope and behavior, and receive the required authority/receipt treatment.

Keeping a payment method on file does not by itself authorize a charge, an automatic purchase of Credits, a future spend-control change, or new work. A charge requires the applicable accepted Order and, where used, the separately accepted payment authorization or approved invoicing/ACH branch.

Auto-reload is optional and off by default. It may be enabled only through a separate, unselected control that displays the reload amount, currency, threshold, maximum frequency, funding method, any then-approved spend-control effect, cancellation method, effective date, and receipt delivery. Auto-reload may not bypass a Service Network eligibility, routing, availability, or task-approval gate. Product must stop auto-reload immediately after revocation, payment-authority failure, or the earliest applicable legal, processor, network, or bank requirement.

7. Invoices, disputes, corrections, refunds, and failed payments

COVU will provide an in-product receipt and, where applicable, an invoice that identifies the applicable Order, rate-card or module-price version, event ID, price snapshot, Credits reserved/settled/released/credited, paid amount, tax or approved pass-through amount, financial state, timestamp, and evidence or disposition reference.

The Agency may dispute an identified line item in good faith within thirty (30) days after the receipt or invoice by identifying the event and basis. COVU will investigate and apply an agreed release, credit, refund, or other correction. Undisputed amounts remain due under the accepted payment or invoicing branch.

Unless law requires otherwise, COVU Credits themselves are not refundable for cash. A refund of paid funds, a release of reserved Credits, a delayed-service Credit, a missed-service Credit, a redo, and a third-party-wait adjustment are governed only by the exact rule and amount shown in the accepted Order. If that rule is not shown, Product must not promise or automatically apply the adjustment.

If a permitted payment charge fails, COVU may give notice and retry only as disclosed and permitted by the payment processor, network, bank, and applicable law. COVU will not retry a revoked, stopped, or returned-as-unauthorized debit without fresh authorization. COVU may pause the affected paid scope after the notice period in the accepted Order for an undisputed unpaid amount, but will not suspend unrelated free OS Lite access where a narrower restriction is reasonably available.

8. Changes, expiration, and termination

An accepted event retains the price, Credit rule, any separately approved spend-control rule, and Order version that were pinned at accepted send. A new credit program, expiration rule, auto-reload rule, billing unit, rate increase, spend-control rule, material scope expansion, or material change to the dispute/refund rule requires fresh disclosure and affirmative acceptance before it applies to a future event. A nonmaterial clarification may be delivered by versioned notice only if Legal designates it as nonmaterial in the legal registry.

On termination or expiration of the applicable Order, no new use or reservation may be created. Existing reservations are resolved under the pinned Order. Any unused Credits are treated only as the accepted grant and applicable law require; Product must not silently extend, cancel, or cash out Credits.

9. Electronic acceptance and evidence

> By selecting Accept Credits terms, I confirm that I am authorized to accept this Credits Schedule for [AGENCY LEGAL NAME]. I understand the exact Credit amount, expiration, eligible uses, price basis, any approved spend-control terms, payment branch, and auto-reload status shown above. I authorize only the future uses and charges described in the accepted Order and this Credits Schedule.

Button:

> Accept Credits terms

COVU will retain the exact accepted version/hash, rendered Credit grant, linked Order and rate-card or module-price version, authority representation, displayed checkbox and button text, timestamp, event ID, receipt, revocation, adjustment, and financial-state history in the append-only agreement and commercial ledgers, subject to the approved retention, legal-hold, and pseudonymization policy.

Required review

Attorney-reviewable first draft; not legal advice. Licensed counsel and Finance/Payments must approve credit characterization, expiration/breakage, refund and dispute treatment, variable-charge and auto-reload authorization, tax, card-network/ACH rules, state-law presentation, unclaimed-property analysis if applicable, and final customer copy before any external, payment, or production use.