END USER LICENSE AGREEMENT, TERMS OF USE AND PARTNER AGREEMENT

 

Last Updated: [June 7th 2023]

 

Acceptance of the Terms

 

The following end user license agreement and terms of use, (collectively, these “Terms”) are entered into by and between you and My Favorite Things, Inc. d/b/a Mavely (“Mavely,” “Company,” “we,” “us” or “our”).  These Terms govern (i) your access to and use of our website, https://www.joinmavely.com (the “Site”), (ii) any related software (the “Software”) and (iii) the Partner Agreement, along with any other products or services offered by us, whether through the Site or otherwise (collectively and together with the Site, the “Services”).  

 

Please read these Terms carefully. By accessing, browsing or otherwise using the Services or by clicking to accept or agree to the Terms when this option is made available to you, you (1) acknowledge that you have read and understood these Terms, (2) represent and warrant that you meet all of our eligibility requirements for using the Services as described in these Terms, and (3) accept and agree to be bound by these Terms, including any other terms applicable to the Services that are incorporated herein by reference. If you are using the Services on behalf of an entity, you are agreeing to these Terms for that entity and are representing to us that you have the authority to bind that entity to these Terms (in which case “you” will refer to that entity). If you do not accept these Terms or do not satisfy the eligibility requirements set forth below, you may not access or use the Services. 

 

Privacy Policy

 

Your use of, and participation in, the Services offered by the Company is subject to the terms set forth in our privacy policy found here (the “Privacy Policy”). Our Privacy Policy details how we collect and use your information.

 

Changes to the Terms of Use

 

We reserve the right to update and revise these Terms at any time. We’ll make sure to also change the “Last Updated” date at the top of this page so you can tell if these Terms have changed since your last visit. Any such changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Please review these Terms regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Terms.

 

Access to Services; Account Registration

 

By accessing the Services, you warrant that: 

 

  1. You are legally capable of entering into binding contracts;

 

  1. All registration information you submit is truthful and accurate;

 

  1. You will maintain the accuracy of such information; and

 

  1. Your use of the Services does not violate any applicable law or regulation.

 

To access our Services, you may be required to register with the Site and create a user account (“Account”). If you create an Account, you are solely responsible for any activity that occurs through your Account. In order for us to provide you the best possible service, you agree to provide us with complete, accurate, and updated information for your Account at all times. You agree that all information that you submit upon creation of your Account is accurate and truthful and you have the right to post the content on the Service and grant a license to Mavely. If any information is incorrect or outdated, it can lead to errors or delays, for which we will not be responsible.

 

You should not share your Account information. You should not use another person’s Account or registration information for the Services without permission. Similarly, no one else should be able to use your Account without permission. You are solely responsible for keeping your Account and Account password secure and for any consequence resulting from your failure to do so. You should never publish, distribute, or post login information for your Account.

 

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. You can always delete your Account by emailing us at hello@mavely.life.

 

Software License Grant and Scope

 

Subject to your strict compliance with these Terms, Mavely hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software solely in accordance with all user manuals, technical manuals, and any other materials provided by Mavely, in printed, electronic, or other form, that describe the Software or its use or specifications (the "Documentation"). The foregoing license will terminate immediately on your ceasing to be authorized by Mavely to use the Software for any or no reason.

 

You acknowledge that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under these Terms, or any other rights to the Software other than to use the Software in accordance with the license granted under these Terms, subject to all terms, conditions, and restrictions. Mavely reserves and shall retain its entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, subject to the license expressly granted to you in these Terms. You shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

 

Software Use Restrictions

 

You shall not, directly or indirectly:

 

(a) use the Software or Documentation except as set forth in these Terms;

 

(b) copy the Software or Documentation, in whole or in part;

 

(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;

 

(d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;

 

(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;  

(f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Software or Documentation, including any copy thereof;

 

(g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Software or any features or functionality of the Software, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

 

(h) use the Software or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including:

 

  1. power generation systems;
  2. aircraft navigation or communication systems, air traffic control systems, or any other transport management systems;
  3. safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and
  4. military or aerospace applications, weapons systems, or environments
  5. use the Software or Documentation in violation of any law, regulation, or rule; or

 

(j) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to Mavely’s commercial disadvantage.

 

The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

 

Collection and Use of Information

 

a) Mavely may, directly or indirectly through the services of others, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, by means of (i) providing maintenance and support services and (ii) security measures included in the Software.

 

(b) You agree that the Mavely may use such information for any purpose related to any use of the Software by you, including but not limited to: (i) improving the performance of the Software or developing updates; and verifying compliance with these Terms and enforcing Mavely's rights, including all intellectual property rights in and to the Software.  

 

Payment Processer; Third Party Service Provider

 

In the course of your use of the Services, third party payment service providers may receive and implement updated credit card information from your credit card issuer in order to prevent your payment or subscription from being interrupted by an outdated or invalid card. This disbursement of the updated credit card information is provided to third party payment service providers at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer. 

 

Our obligation to provide the Services only comes into being when we take receipt of your purchase of the Services. Prices include local taxes. You agree not to hold us responsible for banking charges incurred due to payments on your account. You agree that you are not permitted to resell any Services for commercial purposes.

 

Cancellations by Mavely

 

We may suspend or terminate your use of the Services as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice. A breach of these Terms includes, without limitation, the unauthorized copying or download of content from the Services. 

 

Eligibility; User Restrictions

 

We only permit individuals who are at least 18 years old, or the age of majority in your province, territory or country, and who can form legally binding contracts with us to use the Services. Individuals under the age of 18, or the applicable age of majority, (“Minors”) may utilize the Services only with the consent and support of a parent, legal guardian or other qualified adult. If you are a parent or guardian and you allow your Minor to use the Services, you agree to be bound by the Minor’s use of the Services and by these Terms. If you are a Minor and do not have the requisite parent or guardian consent, please do not attempt to access or use the Services. 

 

You can only use or receive the Services to the extent the laws of your jurisdiction or the United States do not bar you from doing so. Please make sure these Terms are in compliance with all laws, rules and regulations that apply to you. You are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

 

Use of the Services; Restrictions on Use

 

We may from time to time in our sole discretion develop and provide updates to the Services, change the Services, restrict access to the Services (including to registered users) or withdraw or terminate the Services entirely, and we reserve the right to do so in our sole discretion without notice.  Any such updates or changes will be deemed part of the Services and subject to all terms and conditions of these Terms. We will not be liable to you or any third party for any modification, suspension or discontinuance of the Services. In the event of modification or termination, you will still be bound by your obligations under these Terms, including the warranties made by you, and by the disclaimers and limitations of liability.

 

You may only use the Services as explicitly authorized and in compliance with any policies made available to you within the Services.  You may not use such proprietary information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. Without limiting the foregoing, you may not do any of the following while accessing or using the Services: 

 

  • Use the Services for any revenue generating endeavor, commercial enterprise, or other purpose other than for personal, non-commercial use, without our express written consent;

 

  • Express or imply that any statements you make are endorsed by Mavely;

 

  • Scrape the Services or use other automated or manual means to take our content without our express prior written consent;

 

  • Modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any of the contents of the Services not intended to be so read;

 

  • Take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our or our third party providers’ infrastructure;

 

  • Interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;

 

  • Bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services, including without limitation other accounts, computer systems or networks connected to the Services;

 

  • Run any form of auto-responder or “spam” on the Services; 

 

  • Access or use the Services for any illegal or unauthorized purpose, including to harass, abuse, defame or otherwise infringe or violate the rights of any other party; or

 

  • Otherwise take any action in violation of these Terms.

 

Links to Third Party Websites

 

We may provide links to third party websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. We are not responsible in any way for: (a) the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods or other materials or resources on or available from, or (d) the use to which others make of these other websites and services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services. 

 

Intellectual Property

 

Except as otherwise expressly granted to you in these Terms, we reserve and retain all right, title and interest in the Services, including without limitation, all technology and processes, enhancements or modifications thereto, trademarks, service marks, site design, text, video, graphics, logos, images and icons, as well as the arrangement thereof. You acknowledge that the Services contain proprietary content, information and material protected by applicable intellectual property and other laws, including but not limited to copyright and trademark laws, and you agree that, except with our prior written consent or as explicitly provided in these Terms, using the Services does not (1) give you any ownership of any intellectual property rights in our Services or (2) grant you the right to display, modify, reproduce, distribute, create derivative works of, download, store, transmit or otherwise use any of our intellectual property.  Any unauthorized use of any content or materials on the Services is strictly prohibited and violates copyright, trademark, and/or other intellectual property laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.

 

In particular, audio or video content from Mavely not explicitly indicated as downloadable may not be downloaded or copied from the Services. You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Services. If you make other use of the Services, or the content, code, data or materials thereon, except as otherwise provided, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. 

 

You may not access or use for any commercial purposes any part of the Site or any services or materials available through the Site. You acknowledge and agree that you do not acquire any ownership interest in the Services under these Terms, or any other rights thereto other than to use the Services in accordance with the license granted. Appropriate legal action may be taken for any illegal or unauthorized use of the Services. 

 

To inquire about obtaining authorization to use the materials or content other than as permitted in these Terms, please contact us at hello@mavely.life.

 

Availability of the Services

 

Although we aim to offer you the best service possible, we make no promise that the Services will meet your requirements and we cannot guarantee that the Services will be fault free. If a fault occurs in our Services, please report it to us at hello@mavely.life and we will review your complaint and, where we determine it appropriate to do so, correct the fault. We will not be liable to you if the Services are unavailable from time to time.

 

Your access to the Services may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Services. We will restore the Services as soon as we reasonably can. 

 

Third Party Materials and Content

 

You understand that the Services may display, include, or make available content, data, information, applications or materials from third parties or provide links to certain third party web sites (“Third Party Materials”).  In consideration for Mavely allowing you to use the Services, you agree that we, our affiliates, and third party partners may place advertising on the Services. 

 

You acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. We expressly disclaim any responsibility for all aspects of the Third Party Materials and you further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services in connection with any Third Party Materials.

 

Use of any third party trademarks or third party content on or in connection with the Services does not constitute affiliation with or endorsement of these third parties. Nothing in these Terms grants you any license to third party trademarks or content, which shall remain the property of their respective owners.

 

Warranty Disclaimers; Limitation of Liability

 

THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR ANY CONTENT ON THE SERVICES, WHETHER PROVIDED OR OWNED BY THE COMPANY OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES AND THE COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT ANY OF THE SERVICES OR ANY CONTENT AVAILABLE THROUGH ANY OF THE SERVICES IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR DEFECTS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. 

 

IN NO EVENT WHATSOEVER SHALL THE COMPANY, ITS AFFILIATES, OR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY’S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT THE DOWNLOAD OF ANY MATERIALS IN CONNECTION WITH THE SERVICES IS DONE AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIAL. COMPANY NEITHER ASSUMES, NOR DOES IT AUTHORIZE ANY OTHER PERSON TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION WITH THE PROVISION OF THE SERVICES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES, COMPANY’S LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (1) THE TOTAL OF ANY FEES PAID BY YOU TO COMPANY IN THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM IS ASSERTED FOR ANY OF THE SERVICES OR FEATURE RELEVANT TO THE CLAIM, OR (2) US$500.00.

 

THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.

 

Indemnification

 

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services or your use of any information obtained through the Services.

 

Governing Law

 

No matter where you’re located, the laws of the state of Illinois will govern these Terms and the relationship between you and the Company as if you signed these Terms in Illinois, without regard to Illinois state’s conflicts of laws rules. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded and/or modified only to the extent such provisions are inconsistent. The parties agree to submit to the federal or state courts in Illinois for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of these Terms[ERK2] [MN3] [ERK4] .

 

Arbitration

 

At our sole discretion, we may require you to submit any disputes arising from these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association.  The arbitration shall be seated in Chicago, Illinois. 

 

Severability

 

If it turns out that any part of these Terms is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.

 

Entire Agreement

 

These Terms constitute the entire agreement between you and the Company and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written with respect to these Services. Any rights not expressly granted herein are reserved.

 

Force Majeure

 

We take our commitment to customers seriously, and we’ll do what we can for you. However, sometimes things may come up that are outside of our control. We will not be liable for any failure to perform any of our obligations stated in these Terms if the failure results from a cause beyond our reasonable control, including—without limitation—mechanical, electronic or communications failure or degradation, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, or our inability or delay in obtaining supplies of adequate or suitable materials.

 

Assignment

 

You cannot assign, transfer or sublicense these Terms without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent. These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.

 

Waiver

 

If we do not enforce any part of these Terms, it does not mean we give up the right to later enforce that or any other part of these Terms. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

 

Release

 

Release

 

Release

 

You release the Company and our successors from all losses, damages, rights, and demands and actions of any kind, including personal injuries, death, and property damage, that are directly or indirectly related to or arise from your use of the Services (collectively, “Claims”). If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his favor at the time of executing the release, which, if known by him would have materially affected his settlement with the debtor.” This release does not apply to any Claims for unconscionable commercial practice by the Company or fraud, deception, false, promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services.

 

Comments, Concerns and Complaints

 

All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: hello@mavely.life.

 


 

Partner Agreement

 

The term “Partner Agreement” collectively refers to the terms and policies below and the Mavely Compensation Plan, in its current form and as may be amended in the future at the Company’s discretion. You shall be referred to herein as “Partner” and/or “You” and you agree to enter into the Partner Agreement by using the Company’s Services and the Software. Any promises, representations, offers, or other communications not expressly set forth in the Partner Agreement are of no force or effect. If you do not agree to the Partner Agreement, your sole recourse is to notify the Company and cancel the Partner Agreement. Failure to cancel constitutes your acceptance of the Partner Agreement. You must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from the Company. In the event of any conflict between the Terms and the Partner Agreement, the Partner Agreement shall govern.

 

Amendments to the Agreement. The Company reserves the right to amend the Partner Agreement and Mavely Compensation Plan at its reasonable discretion. Amendments shall be effective 30 days after publication, but amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. If you do not agree to any amendments, your sole recourse is to cancel the Partner Agreement.

 

Independent Contractor Status. Partners are independent contractors and not employees, partners, legal representatives, or franchisees of Mavely. Partners are solely responsible for paying all expenses they incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses. Partner SHALL NOT BE TREATED AS A MAVELY EMPLOYEE FOR FEDERAL OR STATE TAX PURPOSES. Mavely is not responsible for withholding and shall not withhold or deduct FICA, or taxes of any kind from Partners’ compensation. Partners are not entitled to worker’s compensation or unemployment security benefits of any kind from Mavely. In all written, graphic, or digital material used for Mavely business purposes, Partners must represent themselves as independent of the Company. Partners shall not lead anyone to believe that they are employees of Mavely. 

 

Intellectual Property. 

 

Mavely shall be the sole and exclusive owner of all results and proceeds of Partner’s work product and services hereunder and all rights of every kind and character therein[(the “Results and Proceeds”), whether now or hereafter existing, throughout the universe, in perpetuity, including, without limitation, all photo and video content, literary and musical material, designs and inventions hereunder, and/or any ideas, poses, compositions, arrangements, social media posts and any bonus posts on social media related to the services, so-called “making-of” and “behind-the-scenes” footage, translations, creations, drawings, paintings, and products resulting from or incidental to the same, for all purposes. To the extent permitted under applicable law, all Results and Proceeds shall be deemed a work-made-for-hire for the Company specifically ordered and/or commissioned by the Company, and the Company shall be deemed the sole author of the Results and Proceeds and the sole owner of all copyright, trademark, patent, and other current and future rights therein (and all renewals and extension hereof) including without limitation all claims and causes of action of any kind with respect to any of the foregoing. If the Results and Proceeds are not a work-made-for-hire, then the Partner hereby irrevocably assigns and transfers to the Company all now known or hereafter existing rights of every kind throughout the universe, in perpetuity and in all languages, pertaining to the Results and Proceeds, including but not limited to all copyright, trademark, and patent rights and all renewals and extensions thereof, and all exploitation rights in any and all media, now or hereafter known. Partner agrees to execute and deliver to the Company such assignments and/or other documents and do such other acts as the Company may require from time to time to evidence, perfect, or protect the Company’s ownership of and exploitation rights to the Results and Proceeds. Partner acknowledges that there are, and may be, future rights to which Partner may otherwise become entitled with respect to the Results and Proceeds that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe employing current and/or future technology (collectively, the “New Exploitation Rights”); the parties specifically intend the foregoing full, irrevocable, and perpetual assignment of rights to the Company to include all such now known and unknown rights, uses, media, and forms of exploitation throughout the universe. Partner understands that this is a complete transfer of all rights and claims to the Results and Proceeds, and will not assert at any time that this contract is not a good and binding agreement. Partner expressly waives any so-called “moral rights” which may now be or may hereafter be recognized. Without limiting the generality of the foregoing, the Company and its affiliates shall have the irrevocable right to use, display, and exploit the Results and Proceeds for any and all purposes perpetually, throughout the universe, in any and all languages, formats and media now known and later devised.

 

Partner owns all of content uploaded to Mavely’s Site (the “Content”). Partner represents, warrants and agrees that Partner is the exclusive owner of the Content and/or Partner has all rights, licenses, consents and releases necessary for the Content that Partner makes available on the Services, including the right to grant all of the rights and licenses in this Agreement without Mavely incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by Partner. Partner further represents, warrants and agrees that the Content does not infringe, misappropriate or violate a third party’s intellectual property rights, a third party’s rights of publicity or privacy, or any other law or regulation.

 

Partner grants Mavely a non-exclusive license to use the Content. Partner grants to Mavely a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform, publicly display, archive, and otherwise use and exploit such Content, in whole or in part, in any manner, medium, or form, whether now known or hereinafter devised, as Mavely sees fit in its sole discretion, and includes without limitation use for the purpose of operating, promoting, and improving the Services. Without limiting the above, Partner grants to Mavely the right to syndicate the Content for any purpose, including without limitation the right to use such syndicated Content to promote the Mavely brand. Partner further grants to Mavely all rights necessary to facilitate Partner’s use of a third party’s site, app or services that require syndication or other use of your Content in connection with Mavely.

 

If Partner chooses to share Content through the Services in areas that others can view, copy, and use, then Partner does so at Partner’s own risk. MAVELY IS NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM OR IN CONNECTION WITH, THE USE OR DISCLOSURE OF ANY INFORMATION, COMMUNICATION, OR CONTENT THAT PARTNER VOLUNTARILY SUBMITS THROUGH THE SITES OR ANY OF THE APPS IN AREAS THAT OTHERS CAN VIEW, COPY AND USE.]

 

Income Taxes/Tax ID Number/W-9 Form.

 

  • Each Partner is responsible for paying local, state and federal taxes on any income generated as an independent contractor. Every year, Mavely will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident Partner who had earnings of $600 or more in the previous calendar year and are NOT paid PayPal.
  • In order to earn $600 or more in commissions and bonuses in a calendar year through your participation in the Mavely program, you must provide Mavely with a valid Social Security Number or Federal Tax ID Number. This is done by submitting a properly completed IRS Form W-9 to the Company. If your bonuses and commissions reach $550 during a calendar year (and you have not previously provided the Company with your Social Security or Federal Tax ID Number), the Company will notify you that you need to submit an IRS Form W-9 to it if you wish to receive $600 or more in bonuses and commissions. If a Partner fails to provide the Company with a valid Social Security or Federal Tax ID Number, the most that such a Partner can earn through the Mavely Compensation Plan in a calendar year is $599.
  • Partners paid via PayPal will receive all applicable tax documentation via PayPal directly. Any and all questions in regards to such documentation should be directed to PayPal. 
  • All Partners must be based in the United States, or have a US bank account in order to be eligible for payment. Mavely is unable to work with international individuals, or support international bank accounts for payment. We are unable to pay international individuals who do not have a US bank account via PayPal at this time.

 

Assignment of Rights and Delegation of Duties. Partners may not assign any rights under the Partner Agreement or their Mavely accounts without the prior written consent of Mavely. Any attempt to transfer or assign the Partner Agreement or account without the express written consent of Mavely renders the Agreement voidable at the option of Mavely and may result in termination of the Partner Agreement.

 

If the assets of Mavely, or a controlling ownership interest in Mavely, is transferred to a third party, Mavely may assign its rights and delegate its duties and obligations under the Agreement to such third party as part of the sale or transfer.

 

Waiver. Any waiver by either party of any breach of the Agreement must be in writing and signed by an authorized agent of the party against which the waiver is asserted. Any waiver of a breach by a party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.

 

Waiver of Right of Publicity. Partners grant Mavely an irrevocable license to reproduce and use their name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums. Partners waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material.

 

Minimum Age. Persons under age 18 may not be a Partner and no Partner shall knowingly recruit or sponsor, or attempt to recruit or sponsor, any person under age 18.

 

Severability. If any provision of the Partner Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Partner Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of a Partner against Mavely shall not constitute a defense to Mavely’s enforcement of any term or provision of the Partner Agreement.

 

Term and Renewal of the Partner Agreement. The term of the Partner Agreement is one year from the date of enrollment and shall automatically renew for additional one-year terms on each anniversary of the Partner Agreement unless either party notifies the other that it does not wish to renew the Partner Agreement. 

 

Mavely reserves the right to terminate all Partner Agreements immediately if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels. Mavely also reserves the right to terminate any Partner Agreement without any notice for any reason pertaining to material breaches of the Partner Agreement or of any of the requirements and obligations set out in a third party’s/brands’ terms and conditions. If a Partner is found to be in violation, such Partner’s account will be immediately suspended and no payments will be made to such account. There is a zero tolerance to any infraction. Mavely also reserves the right to terminate Partner accounts where Mavely reasonably believes the account is not a valid account (e.g., the Partner is misrepresenting themselves and how they are promoting online).

 

General Conduct. Partners shall safeguard and promote the good reputation of Mavely and its products and services, and must avoid all illegal, deceptive, misleading, unethical or immoral conduct or practices. Partners agree that they shall exhibit high moral character in their personal and professional conduct. Partners shall not engage in any conduct that may damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this provision, and the following list is not a limitation on the standards of conduct to which Partners must adhere pursuant to this section, the following standards specifically apply to Partners’ activities:

 

  • Partners must adhere to advertisers’ terms and conditions as outlined with the brand details in the technology. Lack of adherence to the terms and conditions can result in the loss of commissions earned, and immediate termination from the technology. Mavely reserves the right to remove any Partner immediately and without warning for not following brand terms and conditions.
  • Deceptive conduct is always prohibited. Partners must ensure that their statements are truthful, fair, accurate, and are not misleading;
  • If the Agreement is canceled for any reason, the Partner must discontinue using the Mavely name, brand names and all other Mavely intellectual property, and all derivatives of such intellectual property, in postings on all social media, websites, or other promotional material.
  • Partners must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in their business or their personal lives that, in the Company’s sole discretion, could damage the Company’s reputation or the culture that exists within the field sales force.
  • FTC GUIDELINES -  A clear and conspicuous disclosure suited to the online property on which the Partner is publishing MUST be incorporated into all posts.   
  • In the event that Partner violates any law, rule or regulation or if Partner’s conduct, in the Company’s reasonable discretion, violates generally accepted standards of behavior such that public association with Partner would subject Mavely and/or its respective affiliates to the disfavor, contempt or ridicule of the general public, or would be detrimental to the reputation, business and/or sale of the products or services of Mavely, or their respective affiliates, or that is reasonably likely to insult or offend the community or any substantial group thereof, the Company will be entitled to immediately terminate this Partner Agreement in its sole discretion with no further liability to Partner.  Partner shall not publish or cause to be published any content that would disparage or cause harm to Mavely’s brands, image, or intellectual property.

 

Adjustment to Bonuses and Commissions. Compensation stemming from product sales is fully earned when the applicable return, repurchase, and chargeback periods applicable to product sales have all expired. If a product is returned to the seller for a refund or is repurchased by the seller, or if a customer charges back a purchase to their credit card, the seller of the product will reverse the commissions paid to Mavely. In that event, the compensation attributable to the returned or repurchased product(s) will be recovered by the Company from the Partners who were paid commissions or bonuses on the original sales of such products. Such unearned compensation will be deducted from your account/ and or future payments if payment has already been made. Returns/ cancellations will be applied in the month in which the refund is issued or the chargeback occurs and continuing every pay period thereafter until the commissions are fully recovered. Corrections may apply to future payments to partners as a result of our quick payment processing to partners. 

 

Mavely reserves the right to withhold or reduce any Partner’s compensation as it deems necessary to comply with any garnishment or court order directing Mavely to retain, hold, or redirect such compensation to a third party.

 

Mavely reserves the right to withhold or reduce any Partner’s compensation as it deems necessary for Partners that are in breach of Advertiser’s Terms and conditions, as well as the Mavely terms and conditions. 


Mavely reserves the right to withhold or reduce any Partner’s compensation as it deems necessary for Partners due to corrections made to partners earnings post the payment time period. 

 

Mavely reserves the right to alter and change the terms of our bonus program at any time[. 

 

Mavely reserves the right to remove any Partner for lack of adherence to brand terms and conditions, as well Mavely’s terms and conditions without warning. Partners will not be paid for any activity pre termination from the Mavely technology.

 

Referral Program. Mavely leverages a referral program to compensate Partners for referring new Partners to the program. All referral program terms and conditions are outlined within our Knowledge base. Mavely reserves the right to adjust and make changes to the Referral program at any time.

 

Confidentiality. The parties acknowledge that each of them and their respective employees, agents or representatives may, in the course of performing their obligations hereunder, be exposed to or acquire certain Confidential Information (as defined below). Each party agrees that it shall hold all Confidential Information, and/or any portion thereof, in strict confidence, and it shall utilize the same degree of care it utilizes for its own Confidential Information, which care shall in no case be less than a reasonable degree of care, to prevent disclosure thereof, in whole or in part, to any third party.   Each party agrees that it shall reveal Confidential Information only to those employees or professional advisors whose duties justify their need to know such Confidential Information and then only on the basis of a written agreement by such employees or professional advisors that include provisions at least as protective of the applicable Confidential Information as those included herein.  For purposes of this Partner Agreement, the term "Confidential Information" shall mean all information, data or material relating to (i) the terms of this Partner Agreement; (ii) pricing information; (iii) business and marketing plans and any other proprietary, non-public information regarding such party; or (iv) customer information of such party, which is designated in writing as proprietary or confidential or which a reasonable person would consider proprietary or confidential.  Partner agrees to comply with any of Mavely’s additional confidentiality, personal data, safety, security and background check requirements and any other reasonable requirements that may be imposed by Mavely.   

 

Representations, Warranties and Covenants.  Partner hereby represents, warrants and covenants to the Company that: (i) Partner has all necessary authority to enter into this Partner Agreement and perform its obligations hereunder, and is not a party to or bound by any agreement or understanding which restricts or limits Partner's right to enter into this Partner Agreement or perform its obligations hereunder; (ii) I Partner has obtained all rights, licenses and permits and obtained all releases (in a form pre-approved by the Company) necessary for the Company to use any Results and Proceeds (and will provide the Company with copies thereof upon the Company's request); (iii) the Results and Proceeds will not infringe or violate any intellectual property right, right of publicity or privacy, or other right of any third party; (iv) the Results and Proceeds and any other content posted to Partner’s websites and social channels will not contain any material or information that is unlawful, disparaging, defamatory or offensive; and (v) the Results and Proceeds will comply with all applicable laws, rules and regulations, including without limitation, the Federal Trade Commission's then current Guides Concerning the Use of Endorsements and Testimonials in Advertising, any creative brief, brand guidelines, social media policy, and any other Company policy provided in writing to Partner and all terms of use applicable to any social media channels on which Partner posts.  

 

Social Media. Should a Partner utilize any form of social media in connection with their Mavely business, including but not limited to blogs, Facebook, Twitter, LinkedIn, YouTube, or Pinterest, the Partner agrees to follow all such third parties’ terms of use.

 

Trademarks and Copyrights. The name “Mavely” and other names and logos as may be adopted by the Company are proprietary trade names, trademarks and service marks of Mavely. The Company grants Partners a limited, non-exclusive and revocable license to use its trademarks and trade names in promotional media for so long as the Partner Agreement is in effect. Upon cancellation of a Partner’s Agreement for any reason, the license shall expire, and the Partner shall immediately discontinue all use of the Company’s trademarks and trade names. Under no circumstances may a Partner use any of Mavely’s trademarks or trade names in any email address, website domain name, social media handle, social media name or address, or in any unapproved sales tools.

 

Media Inquiries. Partners must not interact with the media regarding the Mavely business or products. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to Mavely’s marketing department.

 

Disciplinary Sanctions. Violation of the Partner Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Partner that the Company reasonably believes may damage its reputation or goodwill, may result in the suspension or termination of this Partner Agreement, and/or any other disciplinary measure that Mavely deems appropriate to address the misconduct. In situations deemed appropriate by Mavely, the Company may institute legal proceedings for monetary and/or equitable relief.

 

Indemnification. Partners agree to indemnify Mavely for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that Mavely incurs resulting from or relating to (i) any act or omission by Partner that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Partner Agreement and (ii) third party claims of any breach of intellectual property rights by the Results and Proceeds. Mavely may elect to exercise its indemnification rights through withholding any compensation due the Partner. This right of setoff shall not constitute Mavely’s exclusive means of recovering or collecting funds due Mavely pursuant to its right to indemnification. In the event of any breach of this Agreement or any portion hereof by the Company, Partner’s sole remedy shall be an action at law for damages, if any, actually suffered; in no event shall Partner have the right to injunctive or other equitable relief or to enjoin or restrain or otherwise interfere with the production, distribution, exhibition or other exploitation of the Results and Proceeds.

 

Effect of Cancellation. A Partner whose business is canceled for any reason will lose all Partner rights, benefits and privileges. This includes the right to represent yourself as a Partner, to sell Mavely products and services and the right to receive commissions, bonuses, or other income resulting from their own sales and the sales and other activities of the Partner and the Partner’s former team.

 

Reporting Errors. If a Partner believes that Mavely has made an error in their compensation, the Partner must report it to the Company in writing within 60 days from the date on which the alleged mistake occurred. While Mavely shall use its best efforts to correct errors reported more than 60 days after the date of the error, Mavely shall not be responsible to make changes or remunerate Partners for losses for mistakes that are reported more than 60 days after the mistake occurs.

 

Dispute Resolution. If a dispute arises between a Partner and Mavely relating to the Partner Agreement, the Mavely business, or the rights and obligations of either party, the parties shall resolve the dispute as set forth in this Dispute Resolution Provision. This Partner Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflicts of law principles, and the parties hereby consent to the jurisdiction of Illinois state courts or federal courts located within Cook county, Illinois over all matters relating to this Agreement.  In the event of any litigation or other proceeding between or among the parties hereto respecting or arising out of this Agreement, the successful or prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs incurred in connection therewith.