Terms Of Service For Teams

Last Update: November 20, 2024

This Terms of Service for Teams (“Terms”) is entered into between Maven Analytics, LLC (“Maven” and the terms “we”, “us” and “our” as used herein also refer to Maven) and Your organization (“Customer” or “You”) as of the Effective Date (as defined below). The individual accepting these Terms on behalf of Customer represents that they have the authority to bind Customer to these Terms. If the individual does not have such authority, or if the individual does not agree with the terms and conditions of these Terms, such individual must not accept these Terms and may not use the Services. By executing an Order Form (defined below) incorporating these Term by reference, or by accepting these terms when ordering through an online ordering document, You agree to be bound by these Terms.

This website (the “Site”) is operated by Maven. Maven provides its products and services to You through this Site. The products, services, and this Site are collectively referred to herein as “Services”. We provide the Services to You conditioned upon Your acceptance of these Terms. The Services You are ordering are more fully described in the Order Form (defined below).

IF YOU ARE AN INDIVIDUAL, PLEASE REVIEW THE TERMS FOR INDIVIDUALS FOR END USERS.

THE “EFFECTIVE DATE” FOR THESE TERMS IS THE EARLIER OF THE FIRST DATE OF ANY APPLICABLE ORDER FORM OR THE FIRST DAY YOU USE OR OTHERWISE ACCESS THE SERVICES.

You may save a copy of these Terms by printing this page. If You have a disability, and You wish to access these Terms in an alternative format, please contact us at admin@mavenanalytics.io.

DEFINITIONS

Certain terms are defined here. Other capitalized terms used and not defined in this section are defined in the Terms.

“Authorized User” means Your Team Administrators and Team Members.

“Content” means both Maven Content and End User Content, each as defined below.

“End User” means any individual who accesses and uses the Services and/or Content under the Terms for Individuals, including all Team Members, but also including any other individual using Maven’s Site or Services.

“End User Content” text, images, graphics, charts, graphs, information and other materials posted by any End User (including without limitation, Your Team Members) to the Maven User Communities, Maven User Portfolios, or elsewhere on the Site as part of the Services.

“Terms for Individuals” means the Terms for Individuals for End Users.

“Maven Content” includes content, information, materials, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, artwork, videos, user interfaces, and the “look and feel” of the Services, and all intellectual property rights related thereto.

“Services” means the products and services subscribed to by Customer under an Order Form and made available online by Maven, including Maven’s proprietary subscription based service and associated Maven offline or mobile components, as described in the Documentation. Any new features or tools which may be added to the Services from time to time are also subject to these Terms, however, You shall only receive the features or tools included in Your subscription as described in the Order Form.

“Team Administrators” means the individual employees You have designated as administrators of Your account for the Services. These Team Administrators access and administer all active and inactive Team Members within Your account and assign Team Members to Your Authorized User count in order to permit Team Member to access to the Services. A Team Administrator may also be a Team Member if it uses the Services as a Team Member.

“Team Member” means Your employees and contractors who access the Services and Content as an End User under the terms of the Terms for Individuals, but whose access to and use of the Services and Content is paid for by You in accordance with these Terms. A Team Administrator may also be a Team Member.

SERVICES

Subject to Your compliance with these Terms, and in consideration for the payment of applicable fees, You are granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Site and the Services and to view Content made available via the Site and the Services for Your internal use only. This license is restricted to use by You and Your Authorized Users and may not be used by or for the benefit of any third party. You are authorized to use the Services only during the subscription period set forth in the Order Form. Other than as expressly set forth in these Terms, no licenses or rights are granted to You by implication or otherwise. Customer acknowledges and agrees that Maven shall only provide Customer with the specific Services identified on the Order Form as included in Customer’s subscription, and not any other products or services that Maven may offer. Customer is responsible for procuring and maintaining the network connections that connect Customer to the Services.

All Team Members must accept the Terms for Individuals before accessing or using the Services.

ORDERS AND FEES

You and Maven may execute an Order Form subject to these Terms detailing the scope and fees associated with Your subscription for the Services, including any product specific terms, supplements, or addenda thereto (an “Order Form”); or You may order the Services via an online ordering page at the Site. Any form of ordering the Services is referred to in these Terms as an “Order Form”. The Order Form may contain additional restrictions, for example, how many Authorized Users may use the Services. Any conflict between these Terms and any Order Form shall be resolved in favor of the Order Form, however under no circumstances shall an Order Form override the Terms for Individuals. Order Forms do not include the terms of any preprinted terms on a Customer purchase order or other terms on a purchase order that are additional or inconsistent with the terms of this Agreement. Any terms or conditions appearing on any purchase order or other order document that are different from, or in addition to, the terms of these Terms will not be binding on Us, even if payment is accepted.

By ordering the Services, You agree to pay all fees and charges incurred in connection with Your subscription, including, without limitation, all fees associated with all activities of all Authorized Users. All prices are shown in U.S. dollars. Except as otherwise expressly set forth in these Terms, no refunds will be granted.

At the conclusion of Your Initial Subscription Period, as identified in the Order, unless You provide us notice via Your account of Your intent not to renew, Your subscription will automatically renew for successive terms equal in length to Your initial subscription, and we will automatically bill You for the fees applicable to the renewal.

Prices for our Services are subject to change. If You are an active subscriber, prices for our Services are subject to change at the start of each applicable renewal subscription period. If You are an existing subscriber, we will use commercially reasonable efforts to notify You of any pricing changes via email at the email address associated with Your account, or via Your account. Otherwise, pricing changes will be posted on the Site.

Unless otherwise set forth in the applicable Order Form, all payments shall be made via credit card. You represent and warrant that You will not use a credit card unless You have all necessary legal authorization to do so. We are not responsible for any unauthorized amounts billed to Your credit card by a third party. You agree that we may automatically bill Your credit card associated with Your account for any renewal of Your subscription.

Credit card payment processing services are provided by Stripe, Inc. ("Stripe") and are subject to the Stripe Terms of Service and the Stripe Privacy Policy (collectively, the "Stripe Services Agreement"). By using executing an Order Form that incorporates these Terms, You agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition to our enabling credit card payment processing services through Stripe, You agree to provide us accurate and complete information about You, and You authorize us to share any such information with Stripe, as well as transaction information related to Your use of the payment processing services provided by Stripe. In all cases, standard credit card or other third party processing fees apply in addition to the Services Fees. We are not responsible for the performance of any third party credit card processing or third party payment services.

Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Maven has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Maven will invoice Customer and Customer will pay that amount unless Customer provides Maven with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Maven is solely responsible for taxes assessable against it based on its income, property and employees.

ACCOUNT REGISTRATION AND ADMINISTRATION

You and Your Team Administrators agree to provide and maintain only true, accurate, current and complete information about Yourselves as part of Your account. You are responsible for Your account and all the activity on it. You are responsible for maintaining the confidentiality of Your password and account. We are not liable for any loss or damage arising from Your failure to protect Your password or Your account. You agree to immediately notify us of any unauthorized use of Your password or account or any other breach of security of which You are aware or suspect.

You acknowledge and agree that the authorization of access to Your account is solely Your responsibility. You are responsible for authorizing new Authorized Users (including the assignment of Team Administrators) and for removing Authorized Users who should no longer be included as part of Your subscription (for example, when a Team Member is no longer employed by You, or moves on to a different role). You are responsible for: (a) maintaining the confidentiality of Authorized Users’ user names and passwords; (b) ensuring that all activities that occur in connection with Your account comply with these Terms; and (c) ensuring that all Team Administrators comply with these Terms. You are responsible for all activities conducted, or directions or instructions issued, by You or under Your account and Your Authorized User logins. Authorized User accounts shall not be used by more than one individual unless the account has been reassigned in its entirety to another individual, in which case the prior individual shall no longer have any right to access or use the Services. In addition to our other remedies hereunder, We reserve the right upon notice to You (email is acceptable) to terminate or suspend any Authorized User’s right to access the Services if the Authorized User has violated any of the restrictions contained in this Agreement, or if any Team Member has violated the Terms for Individuals.

MAVEN CONTENT

Maven makes available certain Maven Content via the Services. Maven Content is subject to change at any time without notice.

As between You and Maven, all Maven Content are owned by Maven and its licensors, and Maven retains all right, title and interest in the Maven Content, including all modifications, enhancements, and derivatives of Maven Content (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith), and all copies of Maven Content. Maven and its licensors reserve all rights not expressly granted in and to Maven Content.

Use of the Maven Content not expressly permitted by these Terms is strictly prohibited. Maven Content may not be downloaded, copied, reproduced, modified, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without Maven’s prior written consent. You may not create derivative works from Maven Content without Maven’s prior written consent in each instance. You agree to respect and not remove all copyright, trademark, and other legal notices, information, and restrictions contained in the Maven Content. You shall access and use Maven Content for lawful purposes only.

Subject to the terms and conditions of the Terms, during the term of Your subscription to the Services only, You are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access the Maven Content provided by Us through the Services for Your internal business use only, and solely in compliance with these Terms. Maven may terminate this license at any time for any reason or no reason.

All Maven Content is provided for informational purposes only. No Maven Content is intended to provide financial, legal, tax or other professional advice. The quality of the display of the Maven Content may vary from device to device and may be affected by factors outside of our control, such as Your internet connection and geographic location.

TEAM MEMBERS AND END USER CONTENT

End Users (including without limitation Your Team Members) of the User Communities and User Portfolios are permitted to upload, post or transmit or otherwise make available End User Content through the Services.

YOU ACKNOWLEDGE AND AGREE THAT ALL END USER CONTENT POSTED ON THE SITE, ACCESSIBLE VIA THE SERVICES OR OTHERWISE PROVIDED TO MAVEN BY ANY TEAM MEMBER IS PROVIDED TO MAVEN UNDER THE TERMS FOR INDIVIDUALS AND NOT THESE TERMS. The licenses granted to Maven for the End User Content are set forth in the Terms for Individuals. You acknowledge and agree that no compensation of any kind will be paid to You for use of any End User Content provided to Maven, the Site, or the Services by any of Your Team Members.

End User Content may be publicly accessible and may be searchable on the internet. You must instruct Your Team Members not to post any End User Content on or through the Site or Services that You consider to be Your confidential or proprietary information. If You wish to report End User Content that does not comply with the Terms for Individuals, please contact us here admin@mavenanalytics.io. We have the right – but not the obligation – in our sole discretion to remove, disallow, block or delete any End User Content (i) that we consider to violate any of our terms and conditions or policies, or (ii) in response to complaints from other users or third parties, with or without notice and without any liability to You, any End User, or any third party.

Maven accepts no responsibility or liability for any End User Content (or Your access to or use of such End User Content), whether submitted by a Team Member, any other End User, or any third party. We do not guarantee the accuracy, integrity, appropriateness, or quality of any End User Content. End User Content has not been verified or approved by us, and we have no obligation to pre-screen, monitor, review, or edit any End User Content. You acknowledge that End User Content is the responsibility and liability of the End User who posted the applicable End User Content. We are not responsible for, and we do not endorse, the opinions, advice, suggestions, or recommendations posted in any End User Content. You acknowledge and agree that when You view End User Content on the Site or Services, You are doing so at Your own risk. Under no circumstances will we be liable in any way for any End User Content. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ACCESS TO AND USE OF END USER CONTENT IS PROVIDED BY MAVEN “AS-IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

End User Content may be protected by various intellectual property laws which may include patent, copyright, trade secret, trademark, and trade names protection. You agree to respect all copyright and other legal notices, information, and restrictions contained in the End User Content.

USER COMMUNITIES

You and Your Team Members may elect to participate in Maven course discussion boards or direct chat (“User Communities”). Any participation by You or any Team Member in any User Community is subject to our User Community Policies. Each Team Member must agree to be bound by the Terms for Individuals and the User Community Guidelines if they wish to access, view or use the User Communities.

USER PROFILES AND PORTFOLIOS

You and Your Team Members may elect to participate in Maven’s public facing user profiles and portfolios (“User Portfolios”). Each Team Member must agree to be bound by the Terms for Individuals if they wish to access, view or use the User Portfolios.

RESTRICTIONS ON USE

You and Your Authorized Users shall not (and shall not authorize others to): (a) copy the look-and-feel or functionality of the Services or Content; (b) remove any proprietary notices, marks, labels, or logos from the Services or Content; (c) change, alter, modify, decompile, disassemble, translate, reverse engineer, create derivative works, transfer, mirror or frame, sell, resell, rent, lease, distribute, perform, publish, sublicense, transfer or otherwise exploit the Services, the Content or any portion thereof; (d) attempt to derive the source code or the inner workings of the Services or use the Services or Content in order to create a competitive product or service; (e) archive, download reproduce, duplicate, bootleg, or otherwise make any copies of the Services or Content. This license does not allow You to distribute or make the Services available over a network where it could be used by multiple devices at the same time using the same user license. You and Your Authorized Users may not: (1) use the Services or Content for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming; (2) incorporate the Services or Content in any other program or product. You may not publicly perform the Services or Content. You also agree not to circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Services or Content.

You and Your Authorized Users may not use the Services or Content for any illegal, unlawful or unauthorized purpose, or to solicit others to perform or participate in any unlawful acts. In using the Services and Content, You warrant that You and Your Authorized Users will not violate any international, federal, state or local laws, rules, regulations or ordinances. You and Your Authorized Users must not upload or transmit any worms, viruses, bots, Trojans, back doors, or any malicious or destructive code of any kind to the Services, or any code that will affect the functionality or accessibility of the Services. You and Your Authorized Users will not use the Services or Content to (a) impersonate any person or entity, or submit false or misleading information (such as using a false e-mail address or pretending to be someone other than Yourself) or otherwise misrepresent Your affiliation with any person or entity; (b) collect or track the personal information of others or use any data mining, data gathering, or extraction method; (c) use any robot, spider, scraper or other automated means to access the Services, collect information from, or otherwise interact with the Services; or (d) submit any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other prohibited form of solicitation; or (e) to interfere with or circumvent the security features of the Services. You and Your Authorized Users will not use the Services or Content in or for the benefit of a country, organization, entity, or person embargoed or blocked by the United States government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). A breach or violation of any Terms may result in an immediate termination or suspension of Your ability to access the Services, Content.

You and Your Authorized Users may not use the Services in a manner that (a) is discriminatory, including discrimination based on race, sex, gender, gender identity, religion, nationality, disability, sexual orientation or age; (b) may create a conflict of interest or undermine the purposes of the Services; (c) includes any private information, personal information, or confidential information of any third party or person; (d) is defamatory of any person, obscene, offensive, pornographic, hateful or inflammatory; (e) constitutes, encourages or provide instructions for criminal or unlawful acts; and (f) is intended to harass, harm, or bully any person, or contains a threat of any kind.

We reserve the right, at any time and without prior notice, to remove or disable access to Content at our discretion for any reason or no reason.

INTELLECTUAL PROPERTY

Our Services and Maven Content are protected by various intellectual property laws which may include patent, copyright, trade secret, trademark, and trade names protection. You agree to respect all copyright and other legal notices, information, and restrictions contained in the Services and Maven Content.

You acknowledge and agree that the Services and Maven Content are proprietary to Maven Analytics and its licensors and that Maven Analytics and/or its licensors retain exclusive ownership of the Services and Maven Content, including all modifications, enhancements, derivatives, and other software, documentation and materials relating to the Services and Maven Content (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith), and all copies thereof.

You acknowledge and agree that both during the term of these Terms and thereafter, We may collect, generate, analyze, disclose, copy, and use anonymized or aggregated data, information, analysis, statistics, and data about Your and Your Authorized Users’ access and use of the Services, for any purpose (subject to Our compliance with applicable law and confidentiality obligations), including for the purpose of providing, operating, analyzing, and improving the Site, Maven Content and Services, provided, however, that We shall not publicly disclose or distribute any such data unless such data is in an aggregated, anonymized form that would not permit a third party to identify the data as associated with You or any of Your Authorized Users.

If You choose to voluntarily send us Your ideas, suggestions, or enhancement requests with respect to how we may improve the Site, Services, or Maven Content (“Feedback”), You agree that we may, at any time, without restriction fully exploit in any medium any Feedback that You provide to us. Feedback is not confidential. We are and shall be under no obligation (1) to pay compensation for any Feedback; or (2) to respond to any Feedback.

THIRD PARTIES

Certain aspects of our Services may require You to register with, and agree to the terms of, third party service providers in order to utilize such Services. We may also provide links or other access to other third party service providers as a convenience to You. Any use by You of the services of any third party service providers is at Your sole risk. We have no liability whatsoever arising from or relating to Your use of any such third party services, and we make no representations or warranties with respect to such third party services. Please be sure to read any terms and policies that may apply to the third party services.

We may exchange information with third party service providers in order to facilitate the provision of Services (and related third party services). Where such information consists of Personal Data provided by You or Team Administrators to Maven, it will only be shared in accordance with the DPA. Any Personal Data provided by End Users (including Team Members) will be shared in accordance with the Maven Privacy Policy.

DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, SERVICES, AND CONTENT ARE PROVIDED “AS-IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED. WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF OR ACCESS TO THE SITE, CONTENT, OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE DO NOT WARRANT THAT THE SITE, CONTENT, OR SERVICES WILL MEET YOUR REQUIREMENTS.

LIMITATION OF LIABILITY

EXCEPT AS MAY ARISE OUT OF EITHER PARTY’S WILLFUL MISCONDUCT OR FRAUD, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOSS OF PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS AND COSTS, IN CONNECTION WITH THE PERFORMANCE OF THE SITE, SERVICES, MAVEN CONTENT, OR THE PERFORMANCE OF ANY OTHER OBLIGATIONS UNDER THESE TERMS, EVEN IF IT IS AWARE OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF US TO YOU FOR ANY AND ALL CLAIMS AND DAMAGES UNDER THESE TERMS, WHETHER ARISING BY STATUTE, CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE SERVICES FEES PAID BY YOU TO US UNDER THE APPLICABLE ORDER FORM FOR THE SERVICES WHICH FORM THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

TERMINATION

These Terms shall be in effect for one (1) year from the Effective Date, thereafter these Terms shall automatically renew for successive one (1) year periods unless otherwise terminated as set forth herein. If there are no active Order Forms in place between the parties, these Terms shall automatically terminate.

Either party may terminate these Terms or any Order Form (i) immediately in the event of a material breach of these Terms or any Order Form by the other party that is not cured within thirty (30) days of written notice thereof, or (ii) immediately if the other party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing.

All rights and obligations of the parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of these Terms.

Upon any termination or expiration of these Terms or any applicable Order Form, We shall no longer provide the applicable Content and Services to You, and You and Your Administrators shall cease using the Content and the Services.

Your Team Members shall cease using the Content and Services as Team Members or Authorized Users, however, You acknowledge and agree that, subject to Maven's approval, any of Your Team Members may elect to continue to use the Services as End Users under the terms of the Terms for Individuals by paying any applicable individual subscription fees in the event (a) they no longer meet the definition of Team Member, or (b) these terms are terminated for any reason. For the avoidance of doubt, Maven is permitted to reject any such request pursuant to the Terms for Individuals. You acknowledge and agree that Maven will not delete any End User Content posted or otherwise provided to Maven by Your Team Members upon termination of these Terms. All End User Content provided by Team Members shall be maintained by Maven in accordance with the Terms for Individuals.

You will pay Us for all fees that had accrued prior to the termination date. Except as expressly provided herein, termination of these Terms by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party. Upon termination of these Terms, each party shall promptly return or destroy all Confidential Information of the other party in its possession.

CONFIDENTIALITY

During the term of these Terms, each party will regard any information provided to it by the other party and designated in writing as proprietary or confidential to be confidential (“Confidential Information”). Confidential Information shall also include information which, to a reasonable person familiar with the disclosing party’s business and the industry in which it operates, is of a confidential or proprietary nature. Maven Analytics’ Confidential Information includes, without limitation, the Services and the Maven Content, and all pricing and subscription plans for the Services. The receiving party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) any Confidential Information to any person or entity except to Authorized Users, or either party’s directors, officers, employees, outside consultants, or advisors (collectively “Representatives”) who have a need to know such Confidential Information in the course of the performance of their duties for the receiving party and who are bound by a duty of confidentiality no less protective of the disclosing party’s Confidential Information than these Terms. The receiving party and its Representatives shall use such Confidential Information only to exercise the receiving party’s rights and perform obligations under these Terms and not for any other purpose. Each party accepts responsibility for the actions of its Representatives and shall protect the other party’s Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall use less than reasonable care.

Information will not be deemed Confidential Information hereunder if such information: (i) is known prior to receipt from the disclosing party, without any obligation of confidentiality; (ii) becomes known to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise publicly available, except through a breach of these Terms; or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure. Notwithstanding any other provision of these Terms, both parties acknowledge that any use of the disclosing party’s Confidential Information in a manner inconsistent with the provisions of these Terms may cause the non-breaching party irreparable and immediate damage for which remedies other than equitable or injunctive relief may be inadequate. Therefore, both parties agree that, in addition to any other remedy to which the non-breaching party may be entitled hereunder, at law or equity, the non-breaching party shall be entitled to seek an injunction or injunctions to restrain such use in addition to other appropriate remedies available under applicable law.

GOVERNING LAW

These terms shall be governed by the laws of the Commonwealth of Massachusetts excluding its principles of conflicts of law and the applicability of the United Nations Convention on Contracts for the International Sale of Goods. Any legal action or proceeding with respect to these Terms shall be brought in the state or federal courts in Suffolk County, Massachusetts. By execution and delivery of these Terms, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. Each party knowingly, voluntarily, and intentionally waives (to the extent permitted by applicable law) any right the party may have to a trial by jury of any dispute arising under or relating to these Terms. Except for actions for non-payment or breach of a party’s intellectual property rights, no action, regardless of form, arising out of or relating to these Terms may be brought by either party more than one (1) year after the cause of action has accrued.

FREE TRIALS

If Customer uses a Free Trial, then the applicable provisions of this Agreement will govern that Free Trial, and Maven will make such Free Trial available to Customer on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which Customer agreed to use such Free Trial, (b) the start date of any Service subscription purchased by Customer for such Services, or (c) termination of the Free Trial by Maven in its sole discretion. A free trial period may be extended upon mutual agreement by Maven and Customer. Notwithstanding anything to the contrary in this Agreement, a Free Trial is provided “AS IS.” MAVEN MAKES NO REPRESENTATION OR WARRANTY AND SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO A FREE TRIAL. MAVEN SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO A FREE TRIAL, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE MAVEN’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A FREE TRIAL IS US$1,000. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LIMITATION OF LIABILITY, CUSTOMER SHALL NOT USE THE FREE TRIAL IN A MANNER THAT VIOLATES APPLICABLE LAWS AND WILL BE FULLY LIABLE FOR ANY DAMAGES CAUSED BY ITS USE OF A FREE TRIAL. ANY CONTENT ENTERED INTO CUSTOMER’S FREE TRIAL ACCOUNT MAY BE PERMANENTLY LOST UPON TERMINATION OF THE FREE TRIAL.

PUBLICITY

We may include Your company name and logo in a list of Our customers, online or in promotional, sales or advertising materials, including, without limitation, on our public-facing website. We may also verbally reference You as a customer of Our Services.

ASSIGNMENT

Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Customer or Maven without the other party’s prior written consent, which shall not be unreasonably withheld or delayed, and any such attempted assignment or transfer shall be void and without effect. Notwithstanding the foregoing, either party may freely assign this Agreement in its entirety (including all Order Forms), upon notice and without the consent of the other party, to its successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that all fees owed and due have been paid (in the case of an assignment by Customer) and the assignee agrees to be bound by all the terms of this Agreement. We may use independent contractors or subcontractors to assist in the delivery of Services; provided, however, that We shall remain liable for the actions or omissions of such independent contractors or subcontractors and for the payment of their compensation.

INDEPENDENT CONTRACTORS

Customer and Maven Analytics are independent contractors, and nothing in these Terms shall be construed as making them partners or creating the relationships of employer and employee, or principal and agent between them, for any purpose whatsoever. Neither party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other party’s name or on its behalf.

FORCE MAJEURE

Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party.

MODIFICATIONS TO THE SERVICES

We may make modifications to the Site, Services or Maven Content or particular components of the Site, Services or Maven Content from time to time provided that such modifications do not materially degrade any functionality or features of the Site, Services and Maven Content.

MODIFICATION TO THESE TERMS

We reserve the right, in our sole discretion, to update, modify, change or replace any portion of these Terms at any time. If we make changes, such changes will be posted on the Site and indicated by the "Last Update" date at the top of the page. Any such changes are effective and binding at the start of Your next renewal term. Any changes to these Terms apply to all access to and use of the Services thereafter, and Your continued use of the Services during any renewal term constitutes Your acceptance of the revised Terms. We will notify You of such changes via Your account if You have an active account, or via a prominent posting on the Site.

NOTICES

Any notice, approval, request, authorization, direction or other communication under these Terms shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered personally to the party to whom the same is directed; (ii) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt, (iii) five (5) business days after the mailing date whether or not actually received, if sent by U.S. certified mail, return receipt requested, postage and charges pre-paid or any other means of rapid mail delivery for which a receipt is available, to the address of the party set forth on the applicable Order Form, or (iv) with respect to notice by Maven to Customer, via email, via Your account or by conspicuously posting the notice on our Site. Either party may change its address by giving written notice of such change to the other party.

NO THIRD PARTY BENEFICIARIES

Nothing contained in these Terms is intended or shall be construed to confer upon any person any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a party to any such person.

WAIVER AND SEVERABILITY

Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by an authorized representative of the other party, which waiver shall be effective only with respect to the specific obligation described therein. The failure of either party to exercise any of its rights under these Terms will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of these Terms will not affect the validity or enforceability of any of the other provisions hereof, and these Terms will be construed in all respects as if such invalid or unenforceable provision(s) were omitted.

EXPORT COMPLIANCE

Each party represents that it is not named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and Customer will not permit any Authorized User to access or use the Services in any manner that would cause any party to violate any U.S. or international embargo, export control law, or prohibition.

U.S. FEDERAL GOVERNMENT END USE PROVISIONS

The Services, including any software or technology provided hereunder for ultimate federal government end use, or that are otherwise subject to the Federal Acquisition Regulations (FAR), are “Commercial Items” as defined in 48 C.F.R. 2.101 and are being provided as commercial computer software and commercial computer software documentation subject to restricted rights described in 48 C.F.R. 2.101, 12.211 and 12.212. If such items are acquired by or on behalf of any agency within the Department of Defense ("DOD"), then they are subject to the terms of the Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFARS") and its successors. This Section 12.7 is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data. If a government agency needs additional rights beyond those customarily given by Maven to the public, Customer must negotiate with Maven a mutually acceptable written addendum to this Agreement specifically granting those rights.

ENTIRE AGREEMENT

These Terms, including all linked documents referenced herein and all Order Forms, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. These Terms shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting these Terms in construing or interpreting the provisions hereof. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. In the event of a conflict between these the English language version of the Terms and any foreign language translation versions thereof, the English language version of the Terms shall govern and control. All disputes, claims and causes of action (and related proceedings) will be communicated in English.

CONTACT US Questions about these Terms should be sent to: admin@mavenanalytics.io

You may also reach us by mail at:

Maven Analytics, LLC 200 Portland St., Floor 5 Boston MA 02114