Terms of Service
Last Updated: August 7, 2017
Maven Exchange, Inc. (“Maven Exchange”, “we”, “us” and “our”) provides and operates online websites at www.mavenx.com and about.mavenx.com (the “Sites”), and related mobile services, software and interactive features that provide you an opportunity to share information about products you like, discover products liked by others, and earn money by promoting merchants, brands and products (collectively with the Sites, the “Service”).
The Service is intended solely for persons who are 13 or older. Any access to or use of the Service by anyone under 13 is expressly prohibited.
If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
At any time for any reason and without notice or liability, we may change or terminate these Terms, discontinue any aspect or feature of the Service with respect to you, or generally cease offering or deny access to the Service or any portion thereof or change the Service or any features of the Service.
For the purpose of this Agreement, the following terms have the following meanings:
- “Content” means, without limitation, text, data, links, images, photographs, videos, graphics, iconography, software, designs and features.
- “User Content” means any Content you or other users of the Service post or otherwise make available to the Service.
- “Social and Blog Content” means any Content accessible on posts on your Websites or on other social media sites, including but not limited to Facebook, Pinterest, Twitter, Instagram and Snapchat, for which you receive compensation in the form of Promotion Earnings from Maven or merchandise from Merchants, as further defined in Section VII.
- “Merchant” means a party that advertises with us or that has a direct or indirect affiliate marketing relationship with us.
- “Affiliate Link” means an URL containing an affiliate marketer’s identifiers for the purpose of tracking referrals and earning commissions from third parties.
- “Unique Identifier” means an alphanumeric code that is embedded in Affiliate Links generated by Maven Xchange for the purpose of allowing us to uniquely identify the user who posted the User Content that resulted in a sale at a Merchant.
- “Referred User” means a new user who sets up an account in the Service immediately after clicking on an URL provided by the Service to you that, when used by you to refer other users to the Service, allows us to identify you as the referring party.
- “Websites” means one or more websites or web pages that you own, control, manage or administer for your own purposes.
In order to access certain features of the Service, you must register for the Service. As part of the registration process, you may specify your email address, select a password, and provide certain other information in order to set up an account with us (your “Account”). If you register through a third-party service or link third-party sites to your Account at Maven, such as Facebook or Google, we may extract the personal information you have provided to the third-party service (such as your name, email address, profile information, profile picture, photos, names and profile pictures of your friends, your friends’ profile information, and other information you make available via the third-party service from the account you have with the third-party service) and may use that information to create your Account and to provide you with information and offers. The specific information that we extract may depend on the privacy settings you and your friends have with the third-party service. You hereby consent to our access to, collection of, and use of such personal information about you.
By registering for the Service, you hereby authorize us to send you emails, SMS messages and other communications.
You are solely responsible for maintaining the confidentiality of the login information required to access your Account. You may not authorize others to use your Account, and you may not share, assign or otherwise transfer your Account or login information to any other person or entity. You are responsible for any and all activities that are conducted through your Account. We shall be entitled to assume that a user presenting your email address and password is, in fact, you. You agree to notify Maven Exchange immediately of any unauthorized use of your Account.
You agree that it is your responsibility to keep your information accurate and updated.
III. Use of the Service.
You understand that when using the Service, you will be exposed to User Content from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and agree to indemnify and hold us, our employees, stockholders, partners, affiliates and/or licensers, harmless to the fullest extent allowed by law regarding all matters related to your use of the Service.
We may use Affiliate Links, may earn commissions when these links are clicked and/or lead to a transaction at a third party site, and may compensate Users of the Service posting the User Content associated to these links.
You may not rely on any information or opinions expressed on the Service for any purpose. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of Content. We do not endorse or warrant, and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement made on or distributed by the Service or by anyone other than our authorized employees or spokespersons while acting in their official capacities.
Content provided by us, Merchants, our partners and other users is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws of the United States and other countries. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service. You may need to obtain authorization of the owner of such Content before using it for any purpose other than viewing on the web. For authorizations to use such Content, please contact the owner as indicated on the source site, not us. We cannot give you authorization to use the copyrighted Content.
The Service allows you to post User Content to the Service, including:
- Uploading, writing and posting Content about you, such as your name, tagline, images, photographs, links to your Websites and other descriptive and identifying information about you;
- Copying and posting images, photographs and information about products you find on the web;
- Defining, arranging, classifying, and specifying products and groupings of products; and
- Creating Content, including names, captions, descriptions, comments and other information about products, groupings of products, and users of the Service.
You retain all rights in, and are solely responsible for, the User Content you post to the Service. You affirm, represent, and/or warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content you post to enable inclusion and use of that User Content in the manner contemplated by these Terms.
You acknowledge and accept that all of your User Content may be publicly accessible by users of the Service or by the general public, and that you have no expectation of privacy or security with regard to your User Content. User Content that you designate as private within the Service is excluded from public areas on the Site. However, private User Content may still be accessed by users if they have the URL to that content, such as in situations in which you distribute the URL of your private User Content to other parties.
Content Licenses. Subject to this Agreement, we grant each user of the Service a non-exclusive, worldwide, non-sublicensable and non-transferable license to access Content solely for purposes of using the Service. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Service is expressly prohibited without prior written consent from us.
By posting or otherwise making available to the Service your User Content, you hereby grant to us a non-exclusive, perpetual, worldwide, royalty-free, fully paid, sublicensable and transferable license to edit, modify, copy, re-clip, store, truncate, reproduce, distribute, create derivative works of, publicly perform, publicly display, transfer, transmit, publish and otherwise use such User Content, in whole or in part, in any manner or media whatsoever, now known or hereafter developed, for any purpose whatsoever, including, without limitation, (i) in connection with our business and (ii) in connection with the business of our successors, subsidiaries, and their related companies. Nothing in these Terms shall restrict other legal rights we may have to User Content, for example under other licenses.
We reserve the right to remove, edit or modify any User Content in our sole discretion, at any time, without notice to you and for any reason or for no reason at all.
When you receive merchandise from Merchants or Promotion Earnings in your account at Maven in exchange for creating Social and Blog Content, you hereby grant to us a non-exclusive, perpetual, worldwide, royalty-free, fully paid, sublicensable and transferable non-attribution license to edit, modify, copy, re-clip, store, truncate, reproduce, distribute, create derivative works of, publicly perform, publicly display, transfer, transmit, publish and otherwise use such Social and Blog Content, in whole or in part, in any manner or media whatsoever, now known or hereafter developed, for any purpose whatsoever, including, without limitation, (i) in connection with our business and (ii) in connection with the business of our successors, subsidiaries, and their related companies. Nothing in these Terms shall restrict other legal rights we may have to Social and Blog Content, for example under other licenses.
Inappropriate Content. You may not post inappropriate User Content in connection with the Service. Inappropriate User Content includes anything we, in our sole discretion, determine to be offensive or inappropriate for inclusion or use on the Service. It includes, without limitation, content that:
- promotes or contains material that is illegal, harmful, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, libelous, sexually explicit, violent, invasive of another’s privacy, or hateful;
- is discriminatory based on race, sex, religion, nationality, disability, age, sexual orientation, or gender identity;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- you do not have the right to disclose under contract or applicable law;
- is false or misleading, or may create a risk of any loss or damage to any person or property;
- constitutes or contains “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or other similar misleading or illegal commercial schemes;
- violates our Community Guidelines;
- contains affiliate links, affiliate network identifiers, or other tracking technologies placed by you in any text field including names, titles, captions, descriptions, and comments;
- contains advertisements of businesses other than links to your Websites;
- contains software viruses or any other technology designed to interrupt, destroy or limit the functionality of the Service;
- uses automated scripts or other technology to collect information from or otherwise interact with the Service or other users of the Service;
- includes other people’s personally identifying information or other confidential information, such as credit card numbers, Social Security numbers, license numbers, passwords, phone numbers, addresses, and email addresses; or
- violates or encourages or facilitates the violation of any applicable local, state, national or international law.
Availability of Content. You acknowledge and agree that your use of the Service, including, without limitation, the storage of any data, files, information and/or other materials on a server owned or under our control or in any way connected to the Service, shall be at your sole risk and responsibility and we shall have no obligation to back-up such data, files, information and/or other materials. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings, or other interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or settings.
V. Distributing Content.
You may distribute Content from the Service using only the following methods:
- Using features of the Service to publish Content to social media sites including but not limited to Facebook, Pinterest, Twitter, Instagram and Snapchat;
- Using features of the Service to send Content via email to other parties; and
- Using features of the Service, if available, to generate embed code that you may use to display Content from the Service on Websites. You may not alter the embed code in any way. You may not alter Affiliate Links produced by the Service within the Content. You may not display your own Affiliate Links on Websites in association with the Content from the Service. You are responsible for all matters related to the content, operation and maintenance of Websites, including, but not limited to: (i) the accuracy and appropriateness of all materials posted on Websites that are associated to Content from the Service (including, but not limited to, all information regarding Merchants and Merchants’ products and/or services); (ii) ensuring that all materials posted on Websites do not infringe or misappropriate any third-party intellectual property rights; and (iii) ensuring that all materials posted on Websites are not defamatory or otherwise illegal. You represent and warrant that you shall comply with all rules, regulations and guidelines, as well as any applicable Merchant terms and conditions and policies, in each case to the extent applicable to your operation of Websites and use of the Content from the Service, including, without limitation, those regarding the disclosure of a material relationship inherent in the Affiliate Links in the Content from the Service on the Websites.
You may not distribute any Content from the Service using any other method without prior written consent from us. Notwithstanding the foregoing, you may distribute URLs that link to website pages on the Sites.
You are prohibited from engaging in any solicitation activities in the State of Washington using our Service that refers potential customers to any merchant in the Restricted Merchant List, including, but not limited to, distributing flyers, coupons, newsletters, and other printed promotional materials or electronic equivalents, verbal soliciting (for example, in-person referrals), initiating telephone calls, and sending emails. This prohibition does not apply to website pages, social media pages and content. The Restricted Merchant List consists of the following merchants:
- Groupe Atallah Inc (also known as SSENSE)
The Service, including Content distributed from or shared outside the Service, may contain links to third party sites or third party applications, including advertisers. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites. We encourage you to be aware when you leave the Service, and to read the applicable agreements for each and every site or application. We are not responsible for and make no representations or warranties regarding links, including without limitation, the content, accuracy, opinions, functionality, products or services provided by such linked sites or applications.
You acknowledge and agree that Affiliate Links and other tracking technologies (e.g., third party cookies) may be used, overlaid, or otherwise deployed in connection with your User Content in the Service or where distributed or shared outside the Service. You also acknowledge and agree that, to the extent your User Content includes any Affiliate Links or tracking technologies not provided by us, we may remove or replace such links and tracking technologies in our sole discretion, and without obligation to you.
VII. Earnings and Payments.
Your Earnings will consist of Commission Earnings and Promotion Earnings.
We will be the ‘publisher of record’ for all Merchant affiliate programs. We will collect all commissions received from Merchants on account of referrals from User Content in the Service or from Social and Blog Content minus any chargebacks, commission cancellations, reversals, or adjustments by Merchants with respect to such referrals (“Net Merchant Revenues”). We will pay you Commission Earnings as defined below:
- Commission Share. For Net Merchant Revenues attributed to your User Content by the presence of a correct Unique Identifier in the data we receive from Merchants and our processing partners, you will earn an amount equal to a sixty percent (60%) of such attributed Net Merchant Revenues. When we do not receive a correct Unique Identifier from Merchants or our processing partners for Net Merchant Revenues, we may, at our sole discretion, attempt to attribute such Net Merchant Revenues to users of the Service by inspecting User Content, applying algorithms or employing any other method we choose, and thereby attribute the revenues to one or to more than one user (“Approximate Attribution”). When we use Approximate Attribution and you are among the users to whom any Net Merchant Revenues are attributed, you will earn an amount that is equal to sixty percent (60%) of such attributed Net Merchant Revenues divided by the number of users to whom those revenues are attributed.
- Referral Bonus. You will earn an amount that is calculated as twenty-five percent (25%) of the Commission Shares earned by each of your Referred Users during the period of time that for each Referred User starts the day the Referred User first sets up their Account and ends after 275 days.
From time to time, we may bring you opportunities to receive merchandise from Merchants or earnings from us in exchange for creating User Content or Social and Blog Content or for completion of other activities such as referral of your friends to Maven (“Promotion Earnings”). You may decline those opportunities. If you elect to participate and successfully complete the tasks required for the promotion and comply with all rules and requirements associated with the promotion, you will receive earnings in your Account at Maven as specified in the promotion.
Payment will be issued to you monthly for a)all of your Commission Earnings that correspond to Net Merchant Revenues for which we have received payment up to that point and b)all of your unpaid Promotion Earnings in your Account at Maven as well as any earnings adjustments or corrections that we have applied to your account. There is a minimum of $20.00 for payout to you. You are responsible for all fees charged by third-party payment processors in connection with our issuance of payments to you. If required, we will collect, and you agree to provide, all relevant details for tax purposes as necessary and specified by the tax code.
A Merchant may determine, in its sole discretion, that any sale was not a bona fide transaction and cancel, reverse or adjust, or claim chargebacks against, commissions previously reported to us (collectively, “Commission Adjustments”). These Commission Adjustments are communicated to us as they occur. Net Merchant Revenues are typically paid by Merchants, and Commission Adjustments are typically determined, but not always determined, within sixty (60) days from the applicable sale. You acknowledge and agree that we are not required to pay any Commission Earnings to you until we have actually received the Net Merchant Revenue, and that you will be solely responsible and pay us for (and we may deduct from any Commission Earnings payments to you) the full amount of any Commission Adjustments, regardless of when such Commission Adjustments are reported by the Merchant.
You may, on dates and at times mutually agreed upon by you and us and no more than once in any twelve (12) month period, audit and inspect relevant records of ours that relate to the calculation of Earnings. You will be liable for all costs and expenses associated with any such audit or inspection. If in the prior twelve (12) month period, we have already performed an audit covering the relevant records, we may present the result of that audit rather than conduct a new one.
You acknowledge and agree that (i) Merchants set their commission structures and may change their commission or terminate their involvement in the Service at any time and we will have no control over or liability in connection with any Merchant’s decision to do so and (ii) Merchants may at any time send us notice requesting that links or references to Merchants’ brands, products, services or trademarks be removed from the Service and from your Websites and we will communicate this notice to you.
If you choose to submit comments, suggestions, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you. By accepting your submission, we do not waive any rights to use similar or related feedback previously known to us, or developed by our employees, or obtained from sources other than you.
X. Restrictions on the Use of the Service.
You represent, warrant, and agree that you will not:
- use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement and/or any and all applicable local, state, national and international laws and regulations and treaties;
- permit or otherwise enable unauthorized users to access and/or use the Service;
- use the Service to export software or data in violation of applicable U.S. laws or regulations;
- sell, copy, duplicate, rent, lease, loan, distribute, transfer, or sublicense the Service, or otherwise permit any third party to use or have access to the Service for any purpose (except as expressly permitted by us in writing);
- decompile, reverse engineer, disassemble, modify, create a derivative work of, display in human readable form, or attempt to discover any source code for any software that enables or comprises any part of the Service;
- remove any copyright, trademark, patent or other proprietary notices from the Service or from Content in the Service;
- distribute, publish, exhibit, or otherwise use the Service, in any manner and for any purpose not expressly permitted under this Agreement;
- frame or utilize framing techniques to enclose the Service, or any portion thereof;
- register as a user of the Service by providing false, inaccurate, or misleading information;
- impersonate any person or entity, including, but not limited to, an employee of ours, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- collect personal data about other users of the Service for commercial or any other purposes;
- repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
- attempt to gain unauthorized access to our computer systems (including any non-public areas of the Service) or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, probes for vulnerability, or impairs the functionality of, the Service (or the servers and networks which are connected to the Service);
- create, attempt to create or cause other parties to create multiple user accounts;
- access or use the Service if you have been previously removed from the Service by us;
- use the Service to encourage any conduct that (1) violates any applicable law or regulation, or any term or condition of this Agreement, or (2) could create a risk of harm, loss or damage of any kind; and
- attempt to access or search the Service or Content in order to scrape any Content or information from the Service, or otherwise use, upload Content to, or create new links, posts or referrals in the Service through the use of any computerized or mechanized process, engine, software, tool, agent device or mechanism other than the software provided by us or other generally available third party web browsers.
XI. Copyright Policy.
We respect the intellectual property rights of others and expect our users to do the same. We have adopted a Copyright Policy based on the Digital Millennium Copyright Act (“DMCA”) of 1998. For more information, please read our Copyright Policy.
XII. Additional Representations and Warranties.
By accessing or using the Service, you represent and warrant that: (a) you are of legal age to form a binding contract with us; (b) you will comply with all applicable laws, rules and regulations in using the Service; (c)you are not a competitor of us and are not using the Service in competition with us; and (d)you are not an attorney or an agent of an attorney conducting an investigation to a potential claim related to the Service, any materials available through the Service or us.
We may assign our rights and obligations under this Agreement freely. You may not assign any rights or obligations under this Agreement without our written consent.
XIV. WARRANTY DISCLAIMER.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAVEN EXCHANGE DISCLAIMS ANY AND ALL WARRANTIES REGARDING THE SERVICE, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM THE SERVICE SHALL CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.
XV. LIMITATION OF LIABILITY.
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE) ARISING OUT THE USE OF, RELIANCE ON, OR INABILITY TO USE THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, SO THE ABOVE DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL MAVEN EXCHANGE’S TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIM RELATING TO THE SERVICE OR THIS AGREEMENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO USE THE SERVICE IN THE THREE (3) MONTHS PRECEDING THE CLAIM OR (B) FIVE DOLLARS ($5).
You agree to indemnify and hold Maven Exchange and its respective directors, employees, agents, partners, suppliers and content providers harmless from and against any losses, costs, expenses or damages of any nature whatsoever (including attorneys’ fees and court costs) arising from any claim, cause of action, suit or demand arising out of or related to: (a) your use of the Service, (b) your purchase and use of any Products, or (c) your violation of these Terms.
You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute of any sort that might arise between you and Maven Exchange related to the Service or these Terms. These Terms, which shall be deemed accepted by you upon your access or use of the Service, constitute the entire agreement by and between you and Maven Exchange regarding use of the Service. Failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of the enforcement of such right or provision. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control. The parties are independent contractors and these Terms do not create an agency, partnership, or joint venture.
XVIII. Contact Information.
If you have any comments or questions about this Agreement, please contact us at firstname.lastname@example.org or write to us at the below address:
Maven Exchange, Inc.
1425 Broadway #560
Seattle, Washington 98122-3854
XIX. Changes to these Terms of Service.
We may change these Terms of Service. If we make any changes, we will change the Last Updated date above.