Later’s Social Media Management Solution Terms of Service
Effective date: January 17, 2024
These Social Media Management Solution Terms of Service ("Terms") exclusively govern your relationship with Victory Square Media Inc. dba Later (“Later”, “we”, “us” or “our”) and your use of the following Later websites, products and services: http://www.later.com website, http://www.latergram.me website, http://www.lat.gr website, http://www.linkin.bio website, https://app.later.com, http://www.submit.media email, the Later Community (the “Community”) and the Later mobile application (collectively, the Later websites, products, and services are the "Social Media Management Solution") .
For clarity, these Terms do not apply to your use of Later’s Influencer Marketing Solution by Mavrck including the https://mavrck.co website, Mavrck LLC (“Mavrck”)’s proprietary influencer marketing platform, or other influencer marketing and promotional services (the “Influencer Marketing Solution”). The Influencer Marketing Solution is owned and operated by Mavrck and subject to separate terms and conditions between you and Mavrck.
Please read these Terms carefully before using the Service.
Your access to and use of the Service is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms and accept all legal consequences. If you do not agree to these terms and conditions, in whole or in part, please do not use the Service.
Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew unless you or we cancel it prior to the renewal. You may cancel your Subscription either through your online account management page or by contacting our customer support team. We may cancel by giving you notice of our intent not to renew. We reserve the right to revise the terms of your Subscription, including pricing, upon a renewal of your Subscription by giving you notice of the revision(s) prior to that renewal. If you do not accept the revision(s), you may cancel your Subscription as provided above. If you do not cancel your Subscription prior to the renewal, you will be bound by the revised terms of your Subscription.
We reserve the right to revise the terms of your Subscription upon a renewal of your Subscription by giving reasonable prior notice of the change to give you an opportunity to cancel your Subscription before the change becomes effective upon the renewal. If you do not accept the change, you may cancel your Subscription as provided above. If you do not cancel your Subscription prior to the renewal, you will be bound by the revised terms of your Subscription.
A valid payment method (such as a credit card) is required to process the payment for your Subscription. You will provide us, or the payment services provider, with accurate and complete payment information required by the payment method (such as name, address and telephone number). By submitting such payment information, you automatically authorize us to charge all Subscription fees plus applicable Taxes incurred through your account to any such payment method.
If Later is obligated to collect or pay any sales, use, value-added or other taxes (“Taxes”) in respect of your Subscription (other than on Later’s net income), the Taxes will be invoiced to you along with the Subscription fee. To allow us to determine our obligations for Taxes, you agree that we may rely on the address you provide when you subscribe or the address attached to your payment method. If those addresses do not correctly identify the province, territory, state or country of your residence, then you will provide the correct information to us. You will be liable to pay, or reimburse Later, for any Taxes, interest or fines arising out of your failure to provide the correct Tax identification information to us.
Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
Later may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial").
You may be required to enter your billing information in order to sign up for the Free Trial.
If you do enter your billing information when signing up for the Free Trial, you will not be charged until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees plus applicable Taxes, for the type of Subscription you have selected.
At any time and without notice, we reserve the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
Later, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
Later will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Certain refund requests for Subscriptions may be considered by Later on a case-by-case basis and granted in sole discretion of Later.
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.
By posting, uploading or otherwise submit Content to the Service, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post, upload or display on or through the Service and you are responsible for protecting those rights.
You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting, uploading or submitting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
We reserve all rights to block or remove communications or materials that we determine to be: (i) abusive, defamatory, or obscene; (ii) fraudulent, deceptive, or misleading; (iii) in violation of a copyright, trademark or, other intellectual property right of another or; (iv) offensive or otherwise unacceptable to us in our sole discretion.
You acknowledge that, by providing you with the ability to view and distribute user-generated content on the Service, we are merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Service.
Our Service allows you to connect, share and communicate with other users of the Service by accessing the Community. You are responsible for the Content that you post or provide to the Community and Later does not control and assumes no responsibility for such Content or any Content posted or provided by other users of the Community. You agree to use the Community only to post or provide messages and materials that are appropriate and relevant to our Service.
You will not submit, post, upload or display or distribute through the Community any messages or materials (including text, links, images, sounds, data, or other information) that will or may:
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others;
infringe, misappropriate or violate intellectual or proprietary rights or breach confidentiality obligations;
involve unsolicited advertising, junk mail, spam, surveys, contests, chain letters or any other form of unwanted solicitations;
constitute or encourage conduct that is unlawful or would constitute a criminal offense, give rise to civil liability or otherwise violate any law or be objectionable or injurious to third-parties; or
violate any code of conduct or other guidelines which may be applicable to the Community.
While Later has no obligation to monitor the Community, we reserve all rights to review any Content posted or provided to the Community and remove any Content from the Community or refuse to post or provide any Content to the Community, in our sole discretion. Later reserves the right to restrict or terminate your access to the Community at any time, without notice, for any reason whatsoever. Later is not responsible and will have no liability for any removal of Content or restriction or termination of access to the Community or any failure or delay in removing Content or restricting or terminating access to the Community.
When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
You agree not to disclose your password to any third-party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar, obscene or misleading. We reserve the right to change, reclaim or transfer usernames that do not comply with these Terms or that are inactive.
The Service and all contents, including but not limited to text, images, graphics or code are the property of Later and are protected by copyright, trademarks, database and other intellectual property rights. You may display and copy, download or print portions of the material from the different areas of the Service only for your own non-commercial use. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any trademark of Later or its affiliates, including Mavrck. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Service.
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Terms.
All provisions of the Terms will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.
You agree to indemnify, defend and hold harmless Later, its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from and against any claims, losses, damages, losses, obligations, costs, actions or demands.
These include but are not limited to: (a) legal and accounting fees resulting from your use of the Service; (b) your breach of any of these Terms; (c) anything you post on or upload to or otherwise submit to the Service; and (d) any activity related to your account. This includes any negligent or illegal conduct by you, any person or entity accessing the Service using your account whether such access is obtained via fraudulent or illegal means.
Limitation Of Liability
Later, its directors, employees, partners, agents, suppliers, or affiliates, will not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iv) any content obtained from or through the Service; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Disclaimer And Non-Waiver of Rights
Later makes no guarantees, representations or warranties of any kind regarding the Service. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis and without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law will apply to the extent necessary.
Later, its affiliates and its licensors do not warrant that (i) the Service will function uninterrupted, secure or available at any particular time or location; (ii) any errors or defects will be corrected; (iii) the Service is free of viruses or other harmful components; or (iv) the results of using the Service will meet your requirements.
If you breach any of these Terms and Later chooses not to immediately act, or chooses not to act at all, Later will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. Later does not waive any of its rights. Later will not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms will have no rights of enforcement.
You may not assign, sub-license or otherwise transfer any of your rights under these Terms.
As set out, above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. Provincial laws of Canada may apply to certain products and service provided.
These Terms will be governed by, and interpreted and enforced in accordance with, the laws in the Province of British Columbia and the laws of Canada, as applicable.
If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between Later and you regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.
If you use the Service, including using our software application (“Application”) to access the Service, using products branded by Apple Inc. (“Apple”), the following provisions will apply to your use.
The Application is provided by Victory Square Media Inc. and any questions, complaints or claims with respect to the Application should be directed to us as provided below under “Contact Us”.
Your right to use the Application is limited to a non-exclusive, non-assignable right to download and use the Application for your personal, non-commercial purposes, in accordance with these Terms and the Apple Media Services Terms and Conditions.
Apple bears no responsibility for any claims by you or a third-party related to your possession or use of the Application, including the following:(a) any product liability claim; (b) any claim that the Application does not comply with applicable law and regulations; (c) any claim based on any consumer protection, privacy or similar laws and regulations; and (d) any claim by you or a third-party that the Application or the use of the Application infringes intellectual property rights.
You acknowledge and agree that (a) Apple has no responsibility to provide maintenance or support services for the Application, and (b) you will comply with all applicable third-party terms of agreement when using the Application.
You represent and warrant that you (a) are not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region; and (b) the end-user is not listed on any U.S. Government list of prohibited or restricted parties.
You acknowledge and agree that Apple and Apple's subsidiaries are third-party beneficiaries to this Agreement, and that, by acknowledging the provisions of these Terms, you acknowledge that Apple has the right (or is deemed to have accepted the right) to enforce these Terms against you as third-party beneficiary.
If you have any questions about these Terms, please contact us at email@example.com.
Effective date: January 17, 2024
1. Application and Acceptance
2.1 Your Relationship with Brands. Brands will post requests through the Services that you may choose to respond to and you may enter into certain agreements with the Brands. YOU UNDERSTAND AND AGREE THAT MAVRCK IS NOT A PARTY TO OR RESPONSIBLE FOR ANY AGREEMENTS THAT YOU ENTER WITH ANY BRAND THROUGH THE SERVICES. MAVRCK HAS NO CONTROL OVER THE CONDUCT OF BRANDS AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
2.2 Promotions; Incentives. Brands may make sweepstakes, contests, challenges, rewards programs or other promotions (collectively “Promotions”) available to you on or through the Services. You are not obligated to participate in such Promotions. Your participation in any such Promotions is subject to and governed by your agreement with the applicable Brand and/or any other directives, instructions, or terms and conditions provided to you, posted, or otherwise made available to you by the Brand. Brands may also provide you with certain incentives (e.g., cash, gift cards, and product samples) (“Incentives”) or enable you to earn points (“Points”) by completing qualifying activities, such as, making posts, viewing videos, reviewing consumer products and raising awareness regarding Brands or certain consumer products on social media through the Services. The specific services a Brand engages you to perform, Promotions, Incentives a Brand may provide to you (including any related conditions), and ways in which you may earn Points and redeem Points for prizes or rewards (“Rewards”) will be exclusively governed by your agreement with the Brand. Mavrck is not responsible for any Promotions, Incentives, or Points offered to you by a Brand and explicitly disclaims all liability related thereto. Any and all applicable federal, state, and local taxes and all fees and expenses related to acceptance and/or use of any Incentive or Reward is your sole responsibility. Mavrck will not replace any lost or stolen Incentives, Points or Rewards. Mavrck is not responsible for your use of any Incentive or Reward after it has been delivered to you.
Mavrck is not responsible for the accuracy, availability or reliability of any information, data, content, goods, opinions, advice, or statements made available in connection with Social Media Platforms. As such, Mavrck is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Media Platforms. The integration or inclusion of such features does not imply an endorsement or recommendation of any particular Social Media Platform by Mavrck.
2.5 Restrictions. Unless otherwise expressly authorized by Mavrck or within the Services, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any commercial purposes, any portion of the Services, use of the Services, or access to the Services. Unless otherwise expressly agreed by Mavrck, the Services are for your personal use and may not be accessed or used for any commercial or competitive purposes.
2.6 Changes to Services. Mavrck reserves the right to modify, suspend, or discontinue the Services (or any part thereof) with or without notice. You agree that Mavrck will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services (or any part thereof).
3. Content; Intellectual Property Rights.
3.3 Prohibited Uses. You agree not to:
(a) take any action that imposes an unreasonable load on the infrastructure of the Services;
(b) use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity being conducted on the Services;
(c) attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or making up the Services;
(d) delete or alter any material posted on the Services by Mavrck or any other person or entity;
(e) frame or link to any of the materials or information available on the Services;
(f) misrepresent any of your metrics or statistics associated with your social accounts and performance of your posts as may be represented on the Services; or
(g) use bots or other artificial means to inflate your metrics or statistics associated with your social accounts and performance of your posts as may be represented on the Services.
3.4 User Content. You are solely responsible for all information, data, text, messages, images or other materials that you upload, post, publish or display (hereinafter, “upload”), or have uploaded, on the Services, or that you authenticate and permit Mavrck to upload, or have authenticated and permitted Mavrck to upload, to the Services, including through the integration and use of Social Media Platforms within your Services account, or that you email or have emailed via the Services (collectively, “User Content”). Mavrck reserves the right to investigate and take appropriate legal action against anyone who, in Mavrck’s sole discretion, violates this provision, including without limitation, removing content from the Site, suspending or terminating the account of such violators, and reporting you to the law enforcement authorities. You agree to not use the Services to:
email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, or ethnically or otherwise objectionable; or (vii) in our sole judgment is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Mavrck or its Brands or users to any harm or liability of any type;
interfere with or disrupt the Services or servers or networks connected to the Services;
violate any applicable local, state, national, or international law, or any regulations having the force of law;
violate the terms of your agreement with, and any terms and conditions and other policies of, any Social Media Platforms;
impersonate any person or entity;
falsely state or otherwise misrepresent your affiliation with a person or entity, including our Brands;
solicit personal information from anyone under the age of 18, or send invitations to use the Services to individuals under the age of 18;
harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
further or promote any criminal activity or enterprise; or
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services.
3.5 License to User Content. By uploading (or permitting Mavrck to upload), or having previously uploaded (or permitted Mavrck to upload), any User Content or authorizing, or having previously authorized, Mavrck’s access to your Social Media Platform accounts on or through the Services, you hereby (a) authorize Mavrck to pull information made available through your Social Media Platform accounts on or through the Services and (b) grant to Mavrck, its affiliates, and its Brands a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable (directly or indirectly through multiple tiers), perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content, in connection with the operation or improvement of the Services or other of its or its Brands’ products and/or services; the development of new products and services; and the promotion, advertising, or marketing of the foregoing, in any form, medium, or technology now known or later developed. Mavrck and its affiliates may also derive statistical and usage data relating to your User Content and/or your use of the Services (“Statistical Data”). Mavrck may use the Statistical Data for any purposes, including combining it with or into other data and information available, derived or obtained from other customers, licensees, users, or other sources. In addition, for the avoidance of doubt, Mavrck may use any publicly available data or data that is already in Mavrck’s or its affiliates’ control, regardless of whether such data qualifies as User Content hereunder, for any purposes permitted by applicable law, including without limitation growing Mavrck’s influencer index, conducting marketing activities and conducting marketing and statistical analysis.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Services (collectively, “Submissions”), provided by you to Mavrck are non-confidential and Mavrck will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
3.7 No Liability for Third-Party Content. Under no circumstances will Mavrck be liable in any way for any content uploaded by third parties or at the direction of users of the Services (including any Brands), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content uploaded or emailed via the Services. You acknowledge that Mavrck may not pre-screen content, but that Mavrck and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Services. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
3.8 External Sites. The Services may contain links to third-party websites, including Brand websites (“External Sites”). These links are provided solely as a convenience to you and not as a referral or endorsement by us of any other entity or the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.
We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
3.9 Certain elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 3.1 of the Agreement. None of the Content may be retransmitted without the express written consent from Mavrck for each and every instance.
3.10 Copyright and the DMCA. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials on the Services infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Mavrck will process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA. Notices and counter notices with respect to the Services should be sent to Mavrck at:
Mavrck LLC, a Delaware limited liability company
53 State Street
21st Floor – Suite 2105
Boston, MA 02109
By Email: chiefprivacyofficer@Mavrck.co
To be effective, the notification must be in writing and contain the following information:
· an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
· a description of the copyrighted work or other intellectual property that you claim has been infringed;
· a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
· your address, telephone number, and email address;
· a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
· a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to Mavrck:
· your physical or electronic signature;
· identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
· a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
· your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the District of Massachusetts, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received, Mavrck will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.
3.11 Repeat Infringer Policy. Mavrck, in its sole discretion, may limit or terminate access to the Services for users who are deemed to be repeat infringers. Mavrck may also in its sole discretion limit or prevent access to the Services by any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
4. Limitation of Liability and Disclaimer of Warranties.
4.1 MAVRCK, ITS AFFILIATES, THE BRANDS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE “MAVRCK PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY. THE MAVRCK PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SERVICES AND THE CONTENT AT YOUR OWN RISK.
THE MAVRCK PARTIES DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR‑FREE OR THAT THE SERVICES, THEIR SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICES OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO MAVRCK PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE MAVRCK PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON‑INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
IF YOU ARE A USER FROM NEW JERSEY, THIS SECTION 4 TITLED “LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES” IS INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
4.2 IN NO EVENT SHALL ANY MAVRCK PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH MAVRCK PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.3 Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE MAVRCK PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
5.1 You agree to defend, indemnify, and hold harmless the Mavrck Parties from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use, or misuse of the Content or Services. Mavrck shall provide notice to you of any such claim, suit, or proceeding. Mavrck reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting Mavrck’s defense of such matter.
If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
6. Termination of the Agreement.
6.1 Mavrck reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services or the Content at any time and for any reason without prior notice or liability. Mavrck reserves the right to change, suspend, or discontinue all or any part of the Services or the Content at any time without prior notice or liability as further set out in Sections 1.4 and 2.6 for further information.
6.2 Sections 2 (Services), 3 (Content; Intellectual Property Rights), 4 (Limitation of Liability and Disclaimer of Warranties), 5 (Indemnification), 6 (Termination of the Agreement), 9 (Dispute Resolution By Binding Arbitration), and 10 (Miscellaneous) shall survive the termination of this Agreement.
7. User Must Comply with Applicable Laws.
7.1 These Websites are hosted with Amazon Web Services based in Northern Virginia, USA. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Services or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
7.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
8. U.S. Government Restricted Rights.
8.1 The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Services or Content by the Government constitutes acknowledgement of our proprietary rights in the Services and Content.
9. Dispute Resolution By Binding Arbitration.
9.1 PLEASE READ THIS SECTION 9 CAREFULLY AS IT AFFECTS YOUR RIGHTS.
9.3 Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND MAVRCK AGREE THAT WE MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND MAVRCK AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
9.4 Pre-Arbitration Dispute Resolution. Mavrck is always interested in resolving any disputes amicably and efficiently, and most user concerns regarding the Services can be resolved quickly and to the user’s satisfaction by emailing customer support at success@Mavrck.co. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Mavrck should be sent to 53 State Street, 21st Floor – Suite 2105, Boston, MA 02109 (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If Mavrck and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Mavrck may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Mavrck or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Mavrck is entitled.
Unless Mavrck and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Mavrck agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
9.6 Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Mavrck will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Mavrck will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Mavrck will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Finally, if the value of the relief sought is $75,000 or less, Mavrck will pay reasonable attorneys’ fees should you prevail. Mavrck will not seek attorneys’ fees from you. But, if you initiate an arbitration in which you seek more than $75,000 in relief, the payment of attorneys’ fees will be governed by the AAA Rules.
9.7 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
9.8 Severability. If a court decides that any term or provision of this Arbitration Agreement other than Section 9.3 above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any provision in Section 9.3 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.