Terms and Conditions
User Terms and Conditions of Service.
NOTICE: BY USING ANY SERVICE OR RESOURCE PROVIDED BY MAVYN, LLC., YOU ACCEPT, AND AGREE TO BE BOUND BY, THESE TERMS AND CONDITIONS OF SERVICE. BY USING OR CONTINUING TO USE THE SITE, YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND, AGREE TO, AND ACCEPT ALL TERMS AND CONDITIONS CONTAINED IN THESE TERMS. DO NOT USE ANY SERVICE OR RESOURCE OF MAVYN, LLC. UNLESS YOU UNDERSTAND AND INTEND TO BE BOUND BY THESE TERMS AND CONDITIONS OF SERVICE.
MAVYN, LLC.
TERMS AND CONDITIONS OF SERVICE
(Last Revised: June 1, 2020)
These Terms and Conditions of Service (this “Agreement”) constitute a binding agreement between you (“User”) and Mavyn, LLC., a Delaware corporation (“Mavyn”), effective as of User’s first use of Mavyn’s service or Site. User and Mavyn are referred to herein individually as a “Party” and collectively as the “Parties.”
This Agreement governs your use of Mavyn’s website(s), any Mavyn mobile device application, and or any other means provided or authorized by Mavyn (collectively, the “Site”).
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties accept and agree to the following:
1. This Agreement. User acknowledges that it has read, understands, agrees with, and accepts all of the terms and conditions contained in this Agreement. This Agreement is subject to change by Mavyn from time to time, in its sole discretion, with advance notice of any such changes given to User. The most current version of this Agreement, which supersedes all earlier versions, can be accessed through Mavyn’s website. User acknowledges that it will review the Agreement regularly to determine if there have been changes. User’s continued use of Mavyn’s services constitutes acceptance of the most recent version of the Agreement. The term “you” or “You” or “User” or “Users” shall refer to any person or entity who views, uses, accesses, or browses any content on, and/or creates, uploads, posts, sends, receives or stores content to the Site. You accept the terms of this Agreement by: (a) accessing or viewing the content of the Site; (b) contracting for advice through the Site; (c) registering as a Contractor or providing advice through the Site (d) using the Site in any other manner; or (e) acknowledging agreement with these Terms.
2. Services.
(a) Services. Mavyn may delegate any of the services it provides (the “Services”) to contractors or subcontractors (“Contractors”) in Mavyn’s sole discretion.
(b) Security Measures. Mavyn shall use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process User’s data. These measures are designed to protect the integrity of User’s data and guard against the unauthorized or unlawful access to, use, and processing of User’s data.
3. Terms of Payment.
(a) Generally. User shall pay Mavyn the fees listed on the payment pages of Mavyn’s website or app displayed in connection with the provision of services to User. Mavyn will also charge a payment processing fee. The schedule of fees charged by Mavyn may change at any time and from time to time. If User’s payment is declined or rescinded, User’s access to services will be suspended.
(b) Taxes. All pricing is exclusive of taxes, such as sales tax or Value Added Tax (VAT), if applicable.
(c) Refunds. Refunds will be issued only in the sole discretion of Mavyn.
4. User Responsibilities.
(a) Assumption of Risk. User assumes all risks when using Mavyn’s service, including without limitation any and all of the risks associated with any online or offline interactions with Contractors. Users shall take all necessary precautions when implementing any advice received by Mavyn or Contractors. Contractors decide, are responsible for, and generally control the methods, materials, scheduling, frequency, duration and all other aspects of the advice they provide. Users are responsible for selecting the right Contractor for their needs. Users should review and investigate each Contractor’s self-reported credentials, education, and experience, as well as reviews from other Users.
(b) Passwords. Should User decide to give a Contractor access to any of its personal information, User does so entirely at its own risk, and User acknowledges that it is solely and fully responsible for ensuring the security of its data. User will be solely responsible for any loss, liability or violations that might occur as a result of giving such access.
(c) Nature of Services. User agrees not to engage in any illegal or immoral activity in connection with the use of Mavyn’s service. User shall not create, upload, post, send, receive or store content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone’s intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Mavyn reserves the right to edit or remove content that violates this Agreement or that contains third-party commercial advertisements or for any other reason it deems appropriate.
(d) Consumer Rights. If User is purchasing the Services wholly or mainly for personal use (and not in relation to User’s business), this Agreement is not intended to vary the rights of User under any applicable consumer protection law.
5. Intellectual Property Rights.
(a) As between User and Mavyn, all intellectual property rights and all other rights in the Confidential Information and the services performed by Mavyn or its Contractors (the “Mavyn IP”) shall be owned by Mavyn. Mavyn licenses all such rights to User free of charge and on a limited, non-exclusive basis only to such extent as is necessary to enable User to make use of the Services for its own personal, non-commercial uses, provided that such license may be revoked by Mavyn at any time for any reason or no reason. In no circumstances shall User be entitled to modify the Mavyn IP, use Mavyn IP for commercial purposes, or resell the Mavyn IP to any third party. Unless explicitly stated herein, nothing in this Agreement may be construed as conferring any rights in or license to any intellectual property rights.
(b) User acknowledges that, where Mavyn does not own any or all of any pre-existing materials comprised in any work related to the Services, User’s use of rights in pre-existing materials is conditional on User obtaining a written license (or sub-license) from the relevant licensor or licensors on such terms as will entitle User to use the work.
6. Video and Audio Recording. Mavyn may record any or all video or audio exchanges between Users and Contractors for quality control and customer service purposes.
7. Third Party Reports. Mavyn may utilize third party consumer reporting agencies that perform, among other things, criminal background checks, sex offender registry checks, motor vehicle records checks, credit checks, and identification verifications. Mavyn does not endorse or make any representations or warranties regarding the reliability of such consumer reports or the accuracy, timeliness or completeness of any information in the consumer reports. Mavyn does not independently verify information in the consumer reports. Mavyn may collect, use, and disclose the information in the consumer reports. Mavyn may, in its sole discretion, review and rely on the information in the consumer reports in deciding whether to suspend or terminate a User or to investigate a complaint about a User, but Mavyn shall not be responsible or liable in any way in the event that any information in the consumer reports about any person, including without limitation any User, is not accurate, timely or complete. Users who are the subject of consumer reports may contact the service provider to dispute the accuracy, timeliness or completeness of such information. Mavyn reserves the right to suspend and/or terminate a User based on information in the consumer reports or for any other reason in Mavyn’s sole discretion.
8. Confidentiality.User may, from time to time, obtain access to confidential information relating to Mavyn (the “Confidential Information”). User hereby agrees to, and agrees to cause its representatives and affiliates to, (i) treat Confidential Information received from Mavyn with the same degree of care and security as such Party would use with respect to such Party’s own Confidential Information, but not less than a reasonable degree of care and (ii) not assert any right, title, or property interest in or to the Confidential Information. Confidential Information will not include information that is or becomes (through no breach of this Agreement by User) generally available to the public, or was in User’s possession or known by User prior to receipt from Mavyn. User may make disclosures required by valid order of any court or other authorized governmental entity, provided User promptly notifies Mavyn and provides reasonable cooperation with the Mavyn’s efforts, if any, to limit disclosure and to obtain confidential treatment or a protective order.
9. Non-Solicitation; Liquidated Damages. User shall not, whether directly or indirectly, solicit, recruit, induce, attempt to recruit or induce, or encourage any of the Contractors or any of Mavyn’s other staff to provide online or virtual consulting or advice services on behalf of any other person, including User and User’s affiliates. User agrees that if User breaches this Section, Mavyn will incur substantial economic damages and losses in amounts that are impossible to compute and ascertain with certainty as a basis for recovery by Mavyn of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages for such breach, User agrees that liquidated damages may be assessed and recovered by Mavyn as against User in the event of such breach and without Mavyn being required to present any evidence of the amount or character of actual damages sustained by reason thereof; and User shall be liable to Mavyn for payment of liquidated damages in the amount of US$25,000.00 with respect to each of Mavyn’s Contractors or other staff that User, directly or indirectly, solicits, recruits, induces, attempts to recruit or induce, or encourages to leave Mavyn in violation of this Section. Such liquidated damages represent estimated actual damages to Mavyn arising from lost profits and the costs of replacing such Contractors or other staff and are not intended as a penalty. User shall pay the liquidated damages to Mavyn within five days of notice from Mavyn of the resignation of a Contractor or other staff.
10. Copyright Infringement. Mavyn respects the intellectual property of others, and we ask our Users to do the same. Accordingly, Users may not post, modify, distribute, or reproduce in any way any Content on the Site that is copyrighted material you do not own or have permission to use, without obtaining prior written consent of the copyright owner. Mavyn reserves the right, in its discretion, to remove any Content if we believe it may infringe the copyright rights of others, and/or to terminate the accounts of Users who we believe to be infringers.
If you believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, we will respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act of 1998 (the “DMCA”), a federal law that provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that content or material hosted on the Site infringes your copyright, you (or your agent) may send Mavyn a notice requesting that the content or material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Mavyn to locate the content or material within the Site; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the content or material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Mavyn’s agent for notice of claims of copyright or other intellectual property infringement can be reached by email at legal@getMavyn.com.
11. Termination and Suspension. Mavyn reserves the right to suspend and/or terminate any User with or without notice at any time in its sole discretion, for any reason or no reason. You agree that, if you are suspended and/or terminated, you will make no further use of the Site after termination or during suspension.
12. Relationship. This Agreement shall not render either Party an employee, partner, or agent of, or joint venture with, the other Party for any purpose.
13. Warranties and Representations.Each Party hereby warrants and represents that such Party is free to enter into this Agreement, and that this Agreement does not violate the terms of any agreement between such Party and any third party. User represents that they are at least 18 years of age.
14. Indemnity.User hereby agrees to release, indemnify, defend, and hold harmless both Mavyn, LLCluding Mavyn’s directors, officers, employees, contractors, and any other agents and representatives, from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating to your (a) acts and/or omissions on or off the Site; (b) violation of any rights of another, including without limitation any alleged infringement of intellectual property or other right of any person or entity relating to the Site; (c) breach of this Agreement; (d) disputes with or between other Users; (e) use and/or misuse of the Site, including without limitation any information, content and/or materials thereon; (f) violation of any applicable law or regulation; (g) inaccurate, untimely, incomplete or misleading User information, including without limitation with respect to registration, profile, or eligibility; (h) misstatements and/or misrepresentations; (i) use of links to third party websites, including without limitation such websites’ availability, terms of use, privacy policy, information, content, materials, advertising, products and/or services; (j) User information and any acts or omissions with respect to such User information; (k) use of any information in third-party reports; (l) use of third party payment processing services; (m) use of phone support services; and/or (n) use of any services or products or any contracts or arrangements made or provided based on information, content and/or materials obtained on or through the Site. Users must cooperate as requested by Mavyn in the defense of such claims. Mavyn reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and you shall not, in any event, settle any claim or matter on behalf of Mavyn without the written consent of Mavyn. User further waives any claim that Mavyn is acting in a professional, advisory, or consultative capacity.
15. DISCLAIMERS. THE SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, MAVYN AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS DO NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. USER IS RESPONSIBLE FOR USING THE SERVICES IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN.
MAVYN MAKES NO WARRANTY OR REPRESENTATIONS THAT: (A) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; (C) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM CONTRACTORS WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (D) ANY ERRORS IN THE SITE WILL BE CORRECTED; OR (E) THAT THE SERVICES ARE APPROPRIATE FOR USE OR ACCESS OUTSIDE OF THE UNITED STATES.
YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DEVICE OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE SITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
MAVYN EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY RELEASE MAVYN FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATED TO: (A) ANY INACCURACY, UNTIMELINESS, OR INCOMPLETENESS REGARDING A USER’S CREDENTIALS OR (B) MISSTATEMENTS OR MISREPRESENTATIONS MADE BY ANY USER.
USERS OF THE SITE TRANSACT BETWEEN THEMSELVES. MAVYN IS NOT RESPONSIBLE FOR DISPUTES, CLAIMS, LOSS, INJURY, OR DAMAGE OF ANY KIND THAT MIGHT ARISE DURING AND AFTER USER INTERACTION.
YOU AND MAVYN AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND MAVYN AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE FAIR AND REASONABLE.
IF YOU ARE DISSATISFIED WITH THE SITE OR DO NOT AGREE TO ANY PROVISIONS OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE, EXCEPT AS MAY BE PROVIDED FOR IN THIS SECTION.
16. Limitation of Liability.
(a) Except as may be required by law, the total liability of Mavyn under this Agreement and in connection with the provision of services to User will be limited to the amount paid to Mavyn by User.
(b) TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL EITHER USER OR MAVYN (OR THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Miscellaneous.
(a) Privacy Policy. All exchanges of information between Mavyn and Users will be subject to Mavyn’s Privacy Policy [hyperlink].
(b) Choice of Law; Arbitration. The Parties agree that the laws of the State of Delaware shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Parties hereunder. Any dispute, controversy or claim arising out of the terms of this Agreement or its interpretation shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s consumer arbitration rules then in effect. The number of arbitrators shall be one. The place of arbitration shall be Wilmington, Delaware. The arbitration award shall be binding, and judgment upon the award may be entered in any court having competent jurisdiction thereof. Mavyn or its affiliates may then seek injunctive or other appropriate relief in any state or Federal Court in the State of Delaware, and User waives any objection to exclusive jurisdiction and venue in such courts. USER ACKNOWLEDGES THAT IT IS WAIVING ITS RIGHT TO HAVE ITS DISPUTES HEARD IN A COURT OF LAW AND TO HAVE A TRIAL BY JURY.
(c) Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by either Party shall be in writing and shall be validly given or made to the other Party if personally served (by hand or by overnight courier), or if deposited in the mail, certified or registered, postage prepaid, return receipt requested and notices may also be given by e-mail or facsimile transmission, provided, however, that receipt of any such e-mail or facsimile transmission is established by a read receipt or answerback confirmation. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five (5) days after deposit thereof in the mail addressed to the Party to whom such notice, demand or other communication is to be given. If such notice is given by e-mail or facsimile transmission, notice shall be deemed given on the date such e-mail or facsimile was sent provided that receipt of such e-mail or facsimile transmission is sufficiently proven. Either Party may change its address for purposes of this paragraph by written notice given in the manner provided above.
(d) Conflict; Severability. To the extent that anything in or associated with the Site (other than a Contractor Agreement between you and Mavyn) is in conflict or inconsistent with this Agreement, this Agreement shall control. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
(e) Waiver; Rights Cumulative. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of Mavyn to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter. The rights and remedies of Mavyn herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.
(f) Assignment. User may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Mavyn. Mavyn may not assign this Agreement without providing notice to User, except Mavyn may assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
(g) Force Majeure. Except for payment obligations, neither Mavyn nor User will be liable for inadequate performance to the extent caused by a condition that was beyond the Party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, pandemic or epidemic, or Internet disturbance).
(h) No Third-Party Beneficiaries. Except as explicitly provided herein, there are no third-party beneficiaries to this Agreement. Without limiting this Section 15, User’s customers are not third-party beneficiaries to User’s rights under this Agreement.
(i) Entire Agreement. Any titles or headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof. This Agreement constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof, and any and all prior agreements, understandings, and representations with respect to such subject matter are hereby terminated and canceled in their entirety and are of no further force and effect.
(j) Authority. The Parties hereby represent that they have full power and authority to enter into and perform this Agreement and the Parties know of no contracts, agreements, promises or undertakings that would prevent the full execution and performance of this Agreement.
(k) Communications Decency Act. Mavyn reserves all of its rights under the Communications Decency Act, including without limitation its right to remove anything objectionable to Mavyn in its sole discretion. Alleged improprieties by any User may be reported to Mavyn by email at support@getMavyn.com.
